Universal Studios Home Entertainment LLC ("USHE"), its parent NBC Universal, subsidiary and affiliated companies (collectively, "USHE" or "we" or "our" or "us") maintain www.uphe.com and related websites (the "Sites"), games, interactive TV, and any other services, products and any related software or mobile applications offered by USHE (collectively, the "online services"). Welcome to one of our offerings! Thank you for visiting and learning more about us.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS INCLUDING MANDATORY ARBITRATION, NO CLASS RELIEF, AND WAIVER OF YOUR RIGHT TO A JURY TRIAL. BY USING THE SITE YOU AGREE TO THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, PLEASE DO NOT USE THE SITE OR THE ONLINE SERVICES.
- Acceptance of Terms of Service
Each time you access and/or use the online services, you agree to be bound by these Terms of Service and any additional terms that will apply prospectively to you. You agree to accept notice of posting the new terms via our Sites.
- Permitted Uses
We only grant you a limited revocable license to use the online service for your own non-commercial use subject to rules and limitations.
- Access to the Sites and Availability of Online Services
Your use of our online services is subject to various restrictions designed to protect the online services and our users. We may change or discontinue our online services in whole or in part.
- Registration, Passwords, Unauthorized Use of Your Account, and Sharing of Social Features
The online services (including the Sites) may include a social network. You will provide true, accurate and current data if you establish an account. Your activities on the online services (including interaction with other members, advertisers, video viewing and audio accessed) may be shared with others.
- Digital Items, Subscriptions and Credits
Digital items and credits are provided subject to a limited revocable license to only you for certain virtual goods and game play, and have no cash value.
- Wireless and Location-Based Features
Wireless carrier charges may apply to use of our online services via wireless networks or devices and you agree to our collection of geo-location information.More
- Your Conduct and Acceptable Use
Your use is subject to our rules.
USHE may, but has no obligation to, monitor your use of the online services.
- User Content; Grant of Limited License
You grant us a broad license to content you post on our online services. No confidential or fiduciary relationship is created by your posting on our online services.
USHE is not responsible for your business dealings with merchants found on the online services.
- Children's Online Privacy Protection Act Notification
USHE's online services are not designed for use by children.
- Disclaimer of Warranties
We disclaim warranties and provide the online services "As Is."
- Exclusion of Damages
You agree that you are entitled to no damages for any claims related to your use of the online services, except as set out below.
- Limitation of Liability. Applicability of Disclaimers, Exclusions and Limits
Our liability is limited.
- We Are Not Responsible For Third Party Websites and Content
We are not responsible for third parties or their content, advertisement(s), apps or sites.
You agree to indemnify us for material posted by you.
- System Abuse
You agree not to undertake any activity which may adversely affect the operation or enjoyment of the Sites by any other person.
You must obtain access to the World Wide Web and pay any service fee associated with that access.
- Reservation of Rights
USHE reserves the right to modify or discontinue the online services.
We may terminate your account, password or access in our sole discretion.
- Infringement Policy
You may not post content you do not own or control.
- Links By You To the Online Services
You may link to our online services, subject to some basic rules.
- Responsible Use of the Online Services
Please act responsibly when using the online services.
USHE reserves the right to investigate suspected violations of these Terms of Service.
- Local Regulations
If you choose to access the online services from other location outside of the United States you do so on your own initiative and at your own risk.
- Export Control
There are restrictions on the online services for those countries subject to U.S. export controls.
- Binding Arbitration of All Disputes. No Class Relief
You agree to arbitrate and waive jury trial and class actions.
- Dispute Resolution for Non-US Residents Only if a Tribunal Has Ruled That Arbitration is Prohibited by Law
Non-US citizens agree to an alternative procedure for dispute resolution if a tribunal rules that arbitration is prohibited by law.
- Member Disputes
You are solely responsible for your communications with members or visitors to the online services.
- Notice for California Users
Residents of California are entitled to specific consumer rights information.
- Updates to Terms of Service
These Terms of Service and additional terms posted on this site at each time of use apply to that use, prospectively. You agree to receive notice of updates via the site.
You agree (a) to the applicable law; (b) venue; (c) there is no waiver; (d) to enforcement and interpretation of these Terms of Service; (e) to limited time to file claims; (f) paragraph and section titles here are for your convenience but the Terms of Service control; (g) this is the entire Agreement; (h) not to assign or delegate your rights and obligations under these Terms of Service; and (i) it is your responsibility to obtain (and pay for) all necessary hardware, devices and software needed to connect to the online services.
- Terms Applicable for Apple iOS
There are some other things you should know if you are accessing or using the online services through an Apple device.
USHE may modify these Terms of Service prospectively from time to time in its sole discretion. Your continued use or accessing of the online services following the posting of any changes to the Terms of Service constitutes your acceptance of such changes. You agree to be notified of changes to the Terms of Service via posting of updates on the Sites or the online services.
These are general audience Sites and online services for adults. We will assume (and by using this Site you warrant that) you have legal capacity to enter into the agreement set out in these Terms of Service (i.e., that you are of sufficient age and mental capacity and are otherwise entitled to be legally bound in contract).
To access the online services or some of the resources they have to offer, you may be asked to provide registration details. It is a condition of use of the online services that all the details you provide be correct, current, and complete. If we at USHE believe the details are not correct, current, or complete, we have the right to refuse you access to the online services, or any of their resources, and to terminate or suspend your account.
Your use of the online services shall be limited solely to your personal and non-commercial use. The online services contain material that is derived in whole or in part from material supplied and owned by USHE as well as third parties ("Content"). As between USHE and you, USHE owns all right, title and interest in and to the copyrights, trademarks, service marks, trade names, and all other intellectual and proprietary rights throughout the world associated with the online services and Content. You acknowledge USHE's valid intellectual and proprietary property rights in the online services and Content and that your use of the online services is limited to the access, viewing and downloading of Content, all solely as authorized by USHE. Nothing in these Terms of Service shall be deemed to convey to you any right, title or interest in or to the online services or Content or to any portion thereof.
You may not either directly or through the use of any personal computer, browser, laptop, tablet, mobile phone or other device (each a "device") or other means remove, alter, bypass, avoid, interfere with, or circumvent (i) any copyright, trademark, or other proprietary notices marked on the online services or Content, (ii) any digital rights management mechanism, device, or other content protection or access control measure associated with the online services or Content, or (iii) any advertisement on the online services and/or within Content. You may not either directly or through the use of any device or other means copy, download, stream, reproduce, duplicate, archive, distribute, upload, publish, modify, translate, broadcast, perform, display, sell, transmit or retransmit Content unless expressly permitted by USHE in writing. You may not incorporate Content into, or stream or retransmit the Content via, any hardware or software application or make it available via frames or in-line links, or scrape or aggregate Content from the Site or online services. You may not build a business, in whole or in part, or create derivative works or materials utilizing any portion of the online services or Content, whether or not for profit.
To the extent that USHE makes Content available to you via a widget, embedded player or other technology that allows you to embed or stream Content on or to another site, you may not modify, enhance, remove, interfere with, or otherwise alter in any way any portion of such technology, any digital rights management mechanism, device, or other content protection or access control measure associated with Content, or any advertisement delivered with Content.
You are also prohibited from disabling, modifying, interfering with or otherwise circumventing any technology to allow users to view Content without: (i) displaying visibly both Content and all surrounding elements (including the graphical user interface, any advertising, copyright notices, and trademarks); and (ii) having full access to all functionality permitting viewing of Content, including, without limitation, all video quality and display functionality and all interactive, elective or click-through advertising functionality.
USHE may change, suspend or discontinue any aspect of the Sites or online services at any time without notice or liability.
You are responsible for any charges incurred in obtaining access to the Sites and online services. The Sites and online services are currently provided for free, although you may be given the opportunity to purchase products or services through the Sites or online services from USHE. USHE reserves the right to change the nature of this relationship at any time.
We may change, suspend or discontinue any aspect of the online services at any time (and any elements and features of them), in whole or in part, for any reason, in our sole discretion, without advance notice or liability. You and we agree that the Convention on Contracts for the International Sale of Goods does not apply to your use of our online services or this Terms of Service.
You are responsible for any charges incurred in obtaining access to the online services. The online services are currently provided for free, although you may be given the opportunity to purchase products or online services through the Sites and online services from USHE. We reserve the right to change the nature of this relationship at any time.
If you establish an account with USHE, you agree to provide true, accurate and current data. Any usernames and passwords used for the Sites and online services are for individual use only. You are solely responsible for maintaining the security and confidentiality of the password you use to access your account. You agree to immediately notify USHE of any unauthorized use of your password or account or any other breach of security. You understand and agree that the Sites and/or online services may include a social network and your activities (e.g., video viewing, interactions with members and/or advertisers) may be shared with others both on and off the online services.
Purchases of usage subscriptions (including credits, points, and/or virtual currency) or any virtual items made available on the online services are nonrefundable, have no monetary value (i.e., are not a cash account or equivalent), and are purchases of only a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable right to use, even if such came with a durational term (e.g., a monthly subscription). Accordingly, you have no property, proprietary, intellectual property, ownership, or monetary interest in your usage subscriptions or virtual items, which remain our Content. The right may be immediately suspended or terminated for any reason, in our sole discretion, and without advance notice or liability. We may modify usage subscriptions and virtual items at our sole discretion, and such modifications may make the usage subscriptions or virtual items more or less common, valuable, effective, or functional.
We do not recognize the transfer of usage subscriptions or virtual items (including for "real" money or any other consideration or items of value whether inside our outside of the online services). Accordingly, you may not purchase, sell, barter, or trade any usage subscriptions or virtual items, or offer to purchase, sell, or trade any usage subscriptions or virtual items. Any such attempted transfer will be null and void.
If we suspend or terminate any usage subscriptions or virtual items, then you will forfeit the suspended or terminated subscription or items, except as may be set forth in any Additional Terms (such as any refund policies that may apply to a subscription service). Likewise, except as may be set forth in any Additional Terms or as required by applicable law, we are not responsible for repairing or replacing same, or providing you any credit or refund or any other sum, in the event of our modification of any usage subscriptions or virtual item, or for loss or damage due to error, or any other reason.
Your privacy is important to us. To better protect your privacy, we provide a notice explaining our online information practices and the choices you can make about the way your information is collected and used at the online services. Click here to show this notice, which forms part of these Terms of Service.
(a) Wireless Features. The online services may offer certain features and services that are available to you via your wireless device. These features and services may include the ability to access the online services' features and upload content to the online services, receive messages from the online services, and download applications to your wireless device (collectively, "Wireless Features"). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.
(b) Terms of Wireless Features. You agree that as to the Wireless Features for which you are registered for, we may send communications to your wireless device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the online services for Wireless Features, then you agree to notify USHE of any changes to your wireless contact information (including phone number) and update your accounts on the online services to reflect the changes.
In addition, where any USHE Mobile App collects precise information about the location of your devices, it will be used to provide requested location services, and, depending on the particular Mobile App it may be used, among other uses, to allow tagging or to check-in.
Some Mobile App(s) or feature(s) allow for you to disable location-based features or manage preferences related to them. However, you can terminate device location tracking by us by uninstalling any Mobile App(s) or feature(s). The location-based services offered in connection with our Mobile App(s) or feature(s) are for individual use only and should not be used or relied on as an emergency locator system, used while driving or operating vehicles, or used in connection with any hazardous environments requiring fail-safe performance, or any other situation in which the failure or inaccuracy of use of the location-based services could lead directly to death, personal injury, or severe physical or property damage. The location-based services are not suited or intended for family finding purposes, fleet tracking, or any other type of business or enterprise use - other non-USHE products exist today that may be used specifically for these purposes.
(d) Social media plug-ins. Social media plug-ins of social networks such as Facebook, Twitter and Google plus (among others) are integrated on our Sites and other online services. Where our online services contain a plug-in to a social network, these are clearly marked (e.g., with a Facebook button). If you chose to click on one of these buttons or links, your browser connects directly to the servers of the relevant social network. The social network directly transmits the content of the plugin to your browser. If you are registered on the relevant social network and logged into your respective account the social network receives the information that the web page was used by you. If you interact with a social network plug-in (e.g., you press the Facebook "Like" -feature, the Twitter "Tweet this" feature and Google plus "1+" button or equivalent) or drop a comment on the appropriate web page, the corresponding information is directly transmitted to the relevant social network from your browser. If you are not registered with the social network or you are logged out before you visit our online services, there is the possibility that at least your IP address will be submitted to and stored by the social network. If you interact with us through a social media platform, plug-in etc., then you may be permitting us to have on-going access to some limited information from your social network profile (such as name, social networking id page, email address, photo, gender, location, the people/sites you follow etc.).
The following rules are a condition of your use of and access to the online services. You are responsible for the content of your communications (including User Content as defined in paragraph 10) via the online services and pursuant to our Community Guidelines.
- No Interference. You may not interfere with any other user from using or enjoying the online services.
- No Bullying. You may not use the online services to threaten, abuse, harass, or invade the privacy of any third party.
- Content Posted by You Must be Yours. You may not upload, post, transmit or otherwise distribute or facilitate the distribution of content that is fraudulent or infringes the rights of any third party, including without limitation, patent, trademark, copyright,right of publicity or other proprietary rights.
- Your Materials Must be Lawful and Appropriate. You may not upload, post or otherwise distribute or facilitate the distribution of any unlawful, threatening, abusive, libelous, defamatory, obscene, pornographic, profane, indecent or otherwise inappropriate information of any kind, including without limitation, any images or other material of a sexual nature.
- Don't Damage Our Sites, Online Services or Servers. You may not upload, post or otherwise distribute or facilitate the distribution of a software virus or any other computer code that is designed or intended to disrupt, damage, or limit the functioning of the Sites, any other online services, or to obtain unauthorized access to the online services or Content or any data or other information of any third party.
- Don't Damage Anyone's Computer. You may not attempt to gain unauthorized access to other computer systems or networks connected to the online services or use the online services, Content or any information contained therein for any unlawful purpose. USHE, in its sole and absolute discretion, shall determine whether any content you transmit or receive or your use of the online services violates this provision. You may not use any services in connection with any site or other use that contains or is associated with information or content prohibited by this section.
- Be Yourself. You may not impersonate or falsely state or otherwise misrepresent your professional or other affiliation with any person or entity.
- No Criminal or Unlawful Conduct. You may not encourage conduct that would constitute a criminal offense or give rise to civil liability.
- Follow These Terms of Service and Conduct Rules. You may not take any action on the online services that violates any applicable law or these Terms of Service.
We may require, at any time, proof that you are following these rules. We reserve the right to take, or refrain from taking, any and all steps available to us once we become aware of any violation of these provisions.
Reviews, responses, profile entries, posts or questions may not be able to be deleted once uploaded. For some of our features, other members may be able to request email notifications of your new public content or publish their own comments to your comments. We may use the public content to develop aggregate ratings, personalize site views, market products or identify or feature popular members.
If you post or upload any content to the online services ("User Content"), you hereby acknowledge and agree that you are granting USHE (including without limitation, its licensees, successors and assigns) a worldwide, royalty-free, perpetual, irrevocable, sub-licensable, non-exclusive right and license to use, reproduce, publicly display, publicly perform, modify, sublicense, and distribute such content, and incorporate it in other works, in whole or in part, in any manner and any media now known or hereafter developed. You represent and warrant that you own such content or otherwise have sufficient rights in the content to grant to USHE the foregoing license without infringing or violating the rights of any third party. Without in any way limiting the foregoing, you acknowledge and agree that USHE, its licensees, successors and assigns, shall have the right to sell, license, assign and otherwise transfer any and all of the rights granted by you to USHE under these Terms of Service, and to display any advertising, publicity, promotional materials and distribution rights in connection with your User Content. You acknowledge and agree that USHE, its licensees, successors and assigns, will be entitled to retain any and all revenue generated from any sales, licenses, assignments and other transfers of the rights granted by you hereunder, as well as any and all revenue generated by the display of any advertising, publicity, promotional materials or distribution rights in connection with your User Content. Nothing in these Terms of Service obligates or may be deemed to obligate USHE or any other person or entity to exercise any of the rights granted by you under these Terms of Service. You will not receive any compensation of any kind for your User Content or the use thereof, and you agree that there is no industry or other custom or practice that will vary these Terms of Service. You agree that USHE, its licensees, successors and/or assigns, shall have no obligation to give you credit for your User Content, but in their sole discretion may elect to do so.
No Rights Created by Submission and No Payment for User Content: Your User Content will not be acknowledged or returned. You acknowledge and agree that your User Content is being sent voluntarily by you, and not in confidence, and that no confidential relationship is intended or created between USHE, and/or any other person or entity, on the one hand, and you, on the other hand, by your submission of the User Content. You also agree that USHE does not intend and will not pay you for any User Content. You understand that no industry custom or practice changes your agreement that you will not be paid for any User Content.
Use of Name and Likeness: By posting User Content on the online services, you consent to the recording, use and reuse by USHE, its licensees, successors and assigns, of your voice, actions, likeness, name, appearance, profile photograph, performance, biographical material, and any other identifying information, including, without limitation, any information contained in your User Content (collectively, "Personal Elements"), as used, edited, altered, fictionalized or modified by USHE, in its sole discretion, in any and all media now known or hereafter devised, throughout the world, in perpetuity, including, without limitation, in and in connection with USHE, or related Sites or online services, in and in connection with any television programs and other productions, and in and in connection with advertising, promotion and publicity.
Ownership: Except as expressly set forth in these Terms of Service, you shall continue to own all rights in and to the User Content. To the extent your User Content contains other materials or elements owned by USHE or any other affiliated company, such as characters or other elements protected by copyright, trademark or other laws, your rights to make any other use of the User Content will continue to be governed by and may be limited by other applicable laws, the rights of third parties and USHE.
Idea Submissions Prohibited: USHE does not accept unsolicited submissions for motion pictures, television programs, websites, articles, streaming video, e-books, or other products or services. Therefore, please do not make any such unsolicited submissions to USHE through the online services, including posts on our Sites or any third party social network or website, by e-mail, text message or otherwise. However, if you decide to make any such unsolicited submission, you hereby grant to USHE the right and license to the submission as if it were User Content as specifically set forth above. In addition, USHE retains all of the rights held by members of the general public with regard to your unsolicited ideas and materials. USHE's receipt of your unsolicited ideas and materials is not an admission by USHE of their novelty, priority, or originality, and it does not impair USHE's right to contest existing or future intellectual property rights relating to your unsolicited ideas and materials.
Rules of Conduct When Using the Online Services: While we may offer you the ability to post User Content anonymously, please be aware that your account information relating to your User Content is still stored by us. User Content does not reflect the views of USHE. Notwithstanding anything else in these Terms of Service, USHE should not be seen as endorsing any User Content in any way. None of USHE or its officers, directors, and employees, subsidiaries and/or affiliates shall be liable for any User Content. You acknowledge that you have no expectation of privacy with regard to any User Content.
Liability for User Content: User Content posted through the online services are provided by users like you who are unaffiliated with USHE, and the user providing User Content is solely responsible for his/her own User Content. This means that you, and not USHE, are entirely responsible and liable for any claims, loss or damages relating to all User Content that you upload, post, email or otherwise transmit via the online services. USHE is not responsible for User Content, accuracy or opinions expressed on the online services, and USHE does not investigate, monitor or check for accuracy or completeness of User Content. You understand that by using the Sites or online services, you may be exposed to User Content that is offensive, indecent, or objectionable.
Your correspondence or business dealings with, or participation in promotions of, merchants found on or through the online services, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such merchant. USHE will not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such merchants on the online services.
USHE is not designed or intended for use by children under the age of 13.
While USHE uses reasonable efforts to include up-to-date information on the Sites and online services, USHE makes no warranties or representations as to its accuracy, timeliness, reliability, completeness or otherwise.
YOUR USE OF THE SITES IS AT YOUR OWN RISK. USHE PROVIDES THE SITES AND SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. USHE, ITS PARENT (NBC UNIVERSAL), ITS AFFILIATES, AGENTS AND LICENSORS (COLLECTIVELY, THE "USHE PARTIES") DISCLAIM ALL WARRANTIES AND CONDITIONS, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WITHOUT LIMITING THE FOREGOING, USHE DOES NOT WARRANT THAT THE SITES OR OTHER SERVICE WILL (1) BE UNINTERRUPTED; (2) BE FREE FROM INACCURACIES, ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS; (3) MEET YOUR REQUIREMENTS; OR (4) OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE. USHE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE ONLINE SERVICES WILL BE AVAILABLE, UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES OR THE SERVERS THAT MAKE THE SITES AND ONLINE SERVERS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. USHE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR OTHER CONTENT ON THE ONLINE SERVICES OR ANY WEB SITES LINKED TO THE ONLINE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. USHE MAKES NO WARRANTIES THAT YOUR USE OF THE MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICE OR OTHER CONTENT IN THE SITES, ONLINE SERVICES, OR ANY WEB SITE WILL NOT INFRINGE THE RIGHTS OF OTHERS AND THE USHE PARTIES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH MATERIALS, INFORMATION, SOFTWARE, FACILITIES, SERVICE OR OTHER CONTENT OF THE SITES, ONLINE SERVICES, OR ANY OTHER WEB SITE. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
IF YOU ARE ACCESSING A UNITED KINGDOM VERSION OF THE SITES, NOTHING IN THIS AGREEMENT SHALL EXCLUDE OR LIMIT LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM THE NEGLIGENCE OF EITHER PARTY OR THEIR SERVANTS, AGENTS OR EMPLOYEES.
NONE OF THE USHE PARTIES WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) OR ANY DAMAGES WHATSOEVER THAT RESULT FROM YOUR USE OF OR INABILITY TO USE THE SITES OR ONLINE SERVICES. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, AND EVEN IF USHE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THIS WAIVER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF ANY RECORD. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT EACH OF THE USHE PARTIES SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE SITES, ONLINE SERVICES, OR OTHER SERVICE. WITHOUT LIMITING THE FOREGOING, USHE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING OUT OF (1) YOUR FAILURE TO COMPLY WITH PARAGRAPH 4 (REGISTRATION, PASSWORDS, UNAUTHORIZED USE OF YOUR ACCOUNT, AND SHARING OF SOCIAL FEATURES) OR (2) CONTENT POSTED TO THE SITES, ONLINE SERVICES OR ANY OTHER SERVICES BY YOU OR ANY THIRD PARTY.
THE USHE PARTIES DISCLAIM ALL LIABILITY WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND DOES NOT ACCEPT ANY LIABILITY FOR ANY LOSS OR DAMAGE (DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY OR OTHERWISE) RESULTING FROM ANY USE OF, OR INABILITY TO USE, THE SITES, ONLINE SERVICES, OR ANY OTHER WEB SITE, OR THE MATERIAL, INFORMATION, SOFTWARE, FACILITIES, SERVICES OR OTHER CONTENT ON THE SITES, ONLINE SERVICES, OR ANY OTHER WEB SITE, REGARDLESS OF THE BASIS UPON WHICH LIABILITY IS CLAIMED AND EVEN IF ANY MEMBER OF USHE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. WITHOUT LIMITATION, YOU (AND NOT ANY MEMBER OF USHE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY SUCH LOSS OR DAMAGE ARISING. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE LIMITATION OF LIABILITY TO APPLY TO YOU, THE LIMITATIONS WILL APPLY TO YOU ONLY TO THE EXTENT PERMITTED BY APPLICABLE LAW.
IN NO EVENT WILL THE USHE PARTIES' AGGREGATE LIABILITY TO YOU IN CONNECTION WITH THE SITES AND ONLINE SERVICES OR THESE TERMS OF SERVICE EXCEED (A) THE AMOUNT (IF ANY) PAID BY YOU TO USHE IN THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE LIABILITY; OR (B) ONE HUNDRED DOLLARS ($100), WHICHEVER IS LESS.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OF DAMAGES, THE USHE PARTIES' LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY THE LAW OF SUCH JURISDICTION. IN ADDITION, BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE DISCLAIMER OF CERTAIN WARRANTIES, THE DISCLAIMERS SET FORTH ABOVE MAY NOT APPLY TO YOU. THIS PROVISION WILL ONLY APPLY IF AN ARBITRATOR WITH APPLICABLE JURISDICTION FINDS EXCLUSIONS OF DAMAGES OR LIMITATIONS OF LIABILITY TO BE UNCONSCIONABLE.
THE THIRD PARTY WEBSITES LINKED TO OR FROM THE SITES OR ONLINE SERVICES ARE NOT CONTROLLED BY USHE. ACCORDINGLY, USHE MAKES NO WARRANTIES OR CONDITIONS REGARDING SUCH THIRD PARTY WEBSITES AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR USE OF OR RELIANCE ON SUCH WEBSITES. YOUR USE OF THIRD PARTY WEBSITES IS AT YOUR OWN RISK. THE INCLUSION ON THE SITES OR OTHER ONLINE SERVICES OF A LINK TO A THIRD PARTY WEBSITE DOES NOT IMPLY AN ENDORSEMENT BY USHE. WHEN YOU ACCESS ANY OF THESE THIRD PARTY SITES, YOUR RIGHTS AND OBLIGATIONS WILL BE GOVERNED BY THE AGREEMENTS AND POLICIES RELATING TO THE USE OF THOSE THIRD PARTY WEBSITES.
You agree to defend, indemnify and hold harmless USHE, its parent and subsidiary companies and divisions, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, demands, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable legal fees and costs) arising out of or accruing from (a) any breach of these Terms of Service, including any of the foregoing provisions, representations or warranties, and/or from your placement or transmission of any content onto USHE's servers, and/or from any and all use of your account; (b) any material posted or otherwise provided by you (including without limitation User Content), or any other subscriber or user of your account that infringes any intellectual property right of any person or entity or defames any person or violates their rights of publicity or privacy; (c) any misrepresentation made by you in connection with your use of the online services; and (d) any breach of any of the representations, warranties or other terms or conditions relating to use of your User Content.
Without limitation, you agree not to send, create or reply to so called "mailbombs" (i.e., emailing copies of a single message to many users, or sending large or multiple files or messages to a single user with malicious intent) or engage in "spamming" (i.e., unsolicited emailing for business or other purposes) or undertake any other activity which may adversely affect the operation or enjoyment of the Sites by any other person.
You may not reproduce, sell, resell or otherwise exploit any resource, or access to any resource, contained on the Sites.
You are prohibited from using any services or facilities provided in connection with the Sites to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g. password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, USHE reserves the right to release your details to system administrators at other sites in order to assist them in resolving security incidents.
In order to use the Sites or online services, you must obtain access to the World Wide Web and pay any service fee associated with that access. You will need to provide all equipment necessary to connect to the Sites or online services on the World Wide Web (including a computer, modem, mobile device, tablet and/or other access devices).
USHE reserves the right to modify or discontinue, temporarily or permanently, all or any part of the Sites, online services and/or any software, facilities and services on the Sites and online services, with or without notice, and/or to establish general guidelines and limitations on their use.
USHE may, in its sole discretion, terminate your password, account (or any part thereof) or use of the online services, or remove and discard any User Content or information stored, sent, or received via the online services ("Communication") without prior notice and for any reason or no reason, including, but not limited to: (i) permitting another person or entity to use your identification to access the Sites or online services, (ii) any unauthorized access or use of the online services, (iii) any violation of these Terms of Service, or (iv) tampering with or alteration of any of the software, data files, and/or Content contained in or accessed through, the online services. You may terminate your account for any reason or no reason. Termination, suspension, or cancellation of these Terms of Service or your access rights to the online services shall not affect any right or relief to which USHE may be entitled, at law or in equity. Upon such termination, suspension, or cancellation, all rights granted to you will automatically terminate and immediately revert to USHE and its licensors and all rights granted by you to USHE shall survive in perpetuity.
USHE respects the intellectual property of others, and we ask our users to do the same. These Sites, online services and materials incorporated by USHE on these Sites and online services ("Material") are protected by copyrights, patents, trade secrets or other proprietary rights ("Copyrights"). Some of the characters, logos or other images incorporated by USHE on the online services are also protected as registered or unregistered trademarks, trade names and/or service marks owned by USHE or others ("Trademarks").
USHE, pursuant to 17 U.S.C. Section 512 as amended by Title II of the Digital Millennium Copyright Act (the "Act"), reserves the right, but not the obligation, to terminate your license to use the online services if it determines in its sole and absolute discretion that you are involved in infringing activity, including alleged acts of first-time or repeat infringement, regardless of whether the material or activity is ultimately determined to be infringing. USHE accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials. Therefore, in compliance with the Act, if you believe that any such third-party materials infringe your intellectual property; please send a written notice to the agent identified below to request a review of the alleged infringement:
Universal Studios Home Entertainment
10 Universal City
Universal City, CA 91608
By e-mail: firstname.lastname@example.org
In addition, any written notice regarding any defamatory or infringing activity, whether of a copyright, patent, trademark or other proprietary right must include the following information:
- Your name, address, telephone number and e-mail address;
- A physical or electronic signature of a person authorized to act on behalf of (1) the owner of an exclusive right that is allegedly infringed or (2) the person defamed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the online services are covered by a single notification, a representative list of such works. Similarly, for materials that are defamatory or infringe patent, trademark, or other proprietary rights of a third party, please submit a list of such materials;
- Identification of the material that is claimed to be infringing, to be the subject of infringing activity, or that is claimed to be defamatory and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit USHE to locate the material;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright or other proprietary right owner, its agent, or the law; and
- A statement that the information in the notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed or on behalf of the person defamed.
We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to create hyperlinks to the online services, so long as: (a) the links only incorporate text, and do not use any trademarks, (b) the links and the content on your website do not suggest any affiliation with USHE or cause any other confusion, and (c) the links and the content on your website do not portray USHE or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to USHE. USHE reserves the right to suspend or prohibit linking to the online services for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.
Please act responsibly when using the Sites and online services. You may only use the Sites, online services and their contents for lawful purposes and in accordance with applicable law and you are prohibited from storing, distributing or transmitting any unlawful material through the Sites and online services. You may not collect or store personal information regarding other users. You recognize that storing, distributing or transmitting unlawful material could expose you to criminal and/or civil liability. You agree that if a third-party claims that material you have contributed to the Sites or online services is unlawful, you will bear the burden of establishing that it is lawful. You understand and agree that all materials publicly posted or privately transmitted on or through the Sites and online services are the sole responsibility of the sender, not USHE, and that you are responsible for all material you upload, publicly post or otherwise transmit to or through the Sites and online services.
USHE reserves the right to investigate suspected violations of these Terms of Service, including without limitation any violation arising from any submission, posting or e-mails you make or send to any Forum. USHE may seek to gather information from the user who is suspected of violating these Terms of Service, and from any other user. USHE may suspend any users whose conduct or postings are under investigation and may remove such material from its servers as it deems appropriate and without notice. If USHE believes, in its sole discretion, that a violation of these Terms of Service has occurred, it may edit or modify any submission, posting or e-mails, remove the material permanently, cancel postings, warn users, suspend users and passwords, terminate accounts or take other corrective action it deems appropriate. USHE will fully cooperate with any law enforcement authorities or court order requesting or directing USHE to disclose the identity of anyone posting any e-mails, or publishing or otherwise making available any materials that are believed to violate these Terms of Service. BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS ALL USHE PARTIES FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY USHE PARTY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUNCE OF INVESTIGATIONS BY EITHER AN USHE PARTY OR LAW ENFORCEMENT AUTHORITIES.
USHE makes no representation that Materials or other content on the online services are appropriate or available for use outside the United States, its territories, possessions and protectorates. If you choose to access the online services from other locations you do so on your own initiative and at your own risk.
You are responsible for complying with local laws, if and to the extent local laws are applicable. You specifically agree to comply with all applicable laws concerning the transmission of technical data exported from the United States or the country you reside in.
Unless otherwise specified, the materials on the online services are presented solely to provide information regarding and to promote USHE's services and other products available in the U.S. The online services are controlled and operated by USHE from its offices within the State of New York. USHE makes no representation that materials on the online services are appropriate or available for use outside the U.S. Those who choose to access the online services from outside the U.S. do so on their own initiative and are responsible for compliance with local laws, if and to the extent that local laws are applicable. Software from the online services are further subject to U.S. export controls. No software may be downloaded or otherwise exported or re-exported (A) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods, or (B) to anyone on the U.S. Treasury Department list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By using the online services, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
This Section 28 is deemed to be a "written agreement to arbitrate" pursuant to the Federal Arbitration Act. You and USHE agree that we intend that this Section 28 satisfies the "writing" requirement of the Federal Arbitration Act. This Section 28 can only be amended by mutual agreement. For non-U.S. residents, if binding arbitration is adjudged by a tribunal to be unenforceable, the provisions of Section 29 shall apply to all relevant disputes between you and us.
We believe that arbitration is a faster, more convenient and less expensive way to resolve any disputes or disagreements that you may have with us. Therefore, pursuant to these Terms of Service, if you have any dispute or disagreement with us regarding (i) your use of or interaction with the Sites or other online services, (ii) any purchases or other transactions or relationships with USHE, or (iii) any data or information you may provide to USHE or that USHE may gather in connection with such use, interaction or transaction (collectively, "USHE Transactions or Relationships"), you will not have the right to pursue a claim in court, or have a jury decide the claim and you will not have the right to bring or participate in any class action or similar proceeding in court or in arbitration. By using or interacting with the Sites or other online services, or engaging in any other USHE Transactions or Relationships with us, you agree to binding arbitration as provided below.
(a) Single Arbitrator. The Arbitration shall be conducted before a single arbitrator selected in accordance with the Applicable Rules or by mutual agreement between you and USHE (the "Arbitrator");
(b) Arbitrator Will Interpret This Agreement. The Arbitrator, and not any federal, state or local court or agency, shall have the exclusive authority to resolve any dispute arising under or relating to the validity, interpretation, applicability, enforceability or formation of these Terms of Service and/or these arbitration provisions in Paragraph 28 hereof, including but not limited to any claim that all or any part of these Terms of Service is void or voidable;
(c) Location of Arbitration. The Arbitration shall be held either: (i) at a location determined by JAMS (or, if applicable, AAA) pursuant to the Applicable Rules (provided that such location is reasonably convenient for you and does not require travel in excess of 100 miles from your home or place of business); or (ii) at such other location as may be mutually agreed upon by you and USHE; or (iii) at your election, if the only claims in the arbitration are asserted by you and are for less than $10,000 in aggregate, by telephone or by written submission.
(d) Governing Law. The Arbitrator (i) shall apply the internal laws of the State of New York consistent with the Federal Arbitration Act and applicable statutes of limitations, or, to the extent (if any) that federal law prevails, shall apply the law of the U.S., irrespective of any conflict of law principles; (ii) shall entertain any motion to dismiss, motion to strike, motion for judgment on the pleadings, motion for complete or partial summary judgment, motion for summary adjudication, or any other dispositive motion consistent with New York or federal rules of procedure, as applicable; (iii) shall honor claims of privilege recognized at law; and (iv) shall have authority to award any form of legal or equitable relief;
(e) No Class Relief. The Arbitration can resolve only your and/or USHE's individual claims, and the Arbitrator shall have no authority to entertain or arbitrate any claims on a class or representative basis, or to consolidate or join the claims of other persons or parties who may be similarly situated;
(f) Written Award. The Arbitrator shall issue a written award supported by a statement of decision setting forth the Arbitrator's complete determination of the dispute and the factual findings and legal conclusions relevant to it (an "Award"). Judgment upon the Award may be entered by any court having jurisdiction thereof or having jurisdiction over the relevant party or its assets;
(g) Arbitration Costs. In the event that you are able to demonstrate that the costs of Arbitration will be prohibitive as compared to the costs of litigation, USHE will pay as much of your filing and hearing fees in connection with the Arbitration as the Arbitrator deems necessary to prevent the arbitration from being cost-prohibitive, regardless of the outcome of the Arbitration, unless the Arbitrator determines that your claim(s) were frivolous or asserted in bad faith;
(h) Reasonable Attorney's Fees. In the event you recover an Award greater than USHE's last written settlement offer, the Arbitrator shall also have the right to include in the Award USHE's reimbursement of your reasonable and actual out-of-pocket attorneys' fees associated with the Arbitration, but USHE shall in all events bear its own attorneys' fees; and
(i) Interpretation and Enforcement of Arbitration Clause. With the exception of subpart (e) above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Applicable Rules, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, subpart (e) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor USHE shall be entitled to arbitrate their dispute, and must instead bring any claims in a court of competent jurisdiction.
(j) Modification of Arbitration Clause With Notice. USHE may modify these arbitration provisions, but such modifications shall only become effective thirty (30) days after USHE has given notice of such modifications and only on a prospective basis for claims arising from USHE Transactions and Relationships occurring after the effective date of such notification.
(k) Small Claims Matters are Excluded. No Class Relief or Joinder of Claims. Notwithstanding the foregoing arbitration provisions, at your option, you may bring any claim you have against USHE in your local small claims court within the U.S., if your claim is within such court's jurisdictional limit; provided that such court does not have the authority to entertain any claims on a class or representative basis, or to consolidate or join the claims of other persons or parties who may be similarly situated in such proceeding.
(l) Injunctive Relief. The foregoing provisions of this Section 28 will not apply to any legal action taken by USHE to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the online services, any Content, your User Content and/or USHE's intellectual property rights (including such rights that USHE may claim may be in dispute), USHE's operations, and/or USHE's products or services.
This Section 29 applies to non-US Residents, where applicable law prohibits arbitration of disputes in accordance with Section 28.
(a) Section 29 disputes. If any controversy, allegation, or claim (including any non-contractual claim) arises out of or relates to the online services, the Content, these Terms of Service, whether heretofore or hereafter arising or to any of USHE's actual or alleged intellectual property rights (collectively, a "Section 29 Dispute"), then you and we agree to send a written notice to the other providing a reasonable description of the Section 29 Dispute, along with a proposed resolution of it. Our notice to you will be sent to you based on the most recent contact information that you provide us. But if no such information exists or if such information is not current, then we have no obligation under this Section 29(a). Your notice to us must be sent to:
Universal Studios Home Entertainment
c/o CT Corporation
818 W 7th Street #200
Los Angeles, CA 90017
Senior Vice President Litigation
100 Universal City Plaza
Universal City, CA 91608
By e-mail: email@example.com
For a period of sixty (60) days from the date of receipt of notice from the other party, USHE and you will engage in a dialogue in order to attempt to resolve the Section 29 Dispute, though nothing will require either you or USHE to resolve the Section 29 Dispute on terms with respect to which you and USHE, in each of our sole discretion, are not comfortable.
(b) Jurisdiction. The parties agree that the state or federal courts in New York shall have non-exclusive jurisdiction of any Section 29 Dispute.
(c) Governing Law. To the maximum extent permitted by the mandatory laws in your country of residence, these Terms of Service and any Section 29 Dispute arising out of or in connection with it or its subject matter or formation (including non-contractual disputes), will be governed by, and construed in accordance with, the laws of the U.S. and the State of New York without regard to its conflicts of law provisions.
Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A SECTION 29 DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 29(a)) WITHIN ONE (1) YEAR AFTER DISCOVERY OF THE SECTION 29 DISPUTE ARISES - OR IT WILL BE FOREVER BARRED.
(e) Injunctive Relief. The foregoing provisions of this Section 29 will not apply to any legal action taken by USHE to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the online services, any Content, your User Content and/or USHE's intellectual property rights (including such rights that USHE may claim may be in dispute), USHE's operations, and/or USHE's products or services.
You are solely responsible for any interaction with other members or visitors to the online services, and USHE reserves the right, but shall have no obligation, to monitor disputes between you and any other member of USHE.
Under California Civil Code Section 1789.3, California users of the online services are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.
Please note that these Terms of Service may be revised and reissued, prospectively by posting updated terms ("Updated Terms") on this Site. You consent and agree to receive notices of Updated Terms through our posting of Updated Terms on the Sites or online services. You should visit this page regularly to review the current terms. Your continued use of the Sites and/or online services will be deemed as irrevocable acceptance of any revisions.
EACH TIME YOU SIGN IN TO OR OTHERWISE USE THE ONLINE SERVICES YOU ARE ENTERING INTO A NEW AGREEMENT WITH US ON THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF UPDATED TERMS BY POSTING THEM ON THE SITES OR ONLINE SERVICES (OR IN ANY OTHER REASONABLE MANNER OF NOTICE WHICH WE ELECT), AND THAT YOUR USE OF THE ONLINE SERVICES AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE UPDATED TERMS FOR YOUR NEW USE AND TRANSACTIONS. Therefore, you should review the posted Terms of Service and any applicable Updated Terms each time you use the online services (at least prior to each transaction or submission). The Updated Terms will be effective as to new use and transactions as of the time that we post them, or such later date as may be specified in them or in other notice to you. However, the Terms of Service (and any applicable Additional Terms) that applied when you previously used the online service will continue to apply to such prior use (i.e., changes and additions are prospective only) except as mutually agreed. In the event any notice to you of new, revised Updated Terms or Additional Terms is determined by a tribunal to be insufficient, the prior agreement shall continue until sufficient notice to establish a new agreement occurs. You should frequently check the home page of the online services, your message account and the e-mail you associated with your account for notices, all of which you agree are reasonable manners of providing you notice. You can reject any new, revised or additional Terms of Service by discontinuing use of the Sites and related online services.
(a) Applicable law. These Terms of Service, any Updated Terms, Additional Terms and the relationship between you and USHE shall be governed by the laws of the U.S. and the State of New York without regard to its conflicts of law provisions.
(b) Venue. Subject to the arbitration provisions above, and other than small claims actions as permitted therein, any action or proceeding arising from, relating to or in connection with these Terms of Service will be brought exclusively in the federal or state courts located in New York, New York, and you irrevocably consent to the personal jurisdiction of such courts and agree that it is a convenient forum and that you will not seek to transfer such action or proceeding to any other forum or jurisdiction, under the doctrine of forum non conveniens or otherwise.
(c) No Waiver. No failure or delay by USHE in exercising any right, power or privilege under these Terms of Service will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege under these Terms of Service.
(d) Severability; Interpretation. Unless otherwise expressly provided herein, the invalidity or unenforceability of any provision of these Terms of Service will not affect the validity or enforceability of any other provision, all of which will remain in full force and effect.
(f) Paragraph and Section Titles are For Your Convenience. The paragraph or section titles in these Terms of Service are for convenience only and have no legal or contractual effect.
(g) This is the Entire Agreement. These Terms of Service represent the entire understanding of the parties regarding its subject matter, and supersede all prior and contemporaneous agreements and understandings between the parties regarding its subject matter, and may not be amended, altered or waived except in writing by the party to be charged.
(h) Assignment. These Terms of Service are binding upon and shall ensure to the benefit of parties and their respective successors, heirs, executor, administrators, personal representatives and permitted assigns. You shall not assign your rights or obligations hereunder without USHE's prior written consent.
(i) Connectivity. You are responsible for obtaining and maintaining all devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the online services and you will be responsible for all charges related to them.
If you are accessing or using the online services through an Apple device, the following additional terms and conditions are applicable to you and are incorporated into the Terms of Service by this reference:
(a) To the extent that you are accessing the online services through an Apple device, you acknowledge that these Terms of Service are entered into between you and USHE and, that Apple, Inc. ("Apple") is not a party to these Terms of Service other than as third party beneficiary as contemplated below.
(b) The license granted to you in Section 2 of these Terms of Service is subject to the permitted Usage Rules set forth in the App Store Terms (see: http://www.apple.com/legal/itunes/us/terms.html) and any third party terms of agreement applicable to the online services.
(c) You acknowledge that USHE, and not Apple, is responsible for providing the online services and Content thereof.
(d) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance or support services to you with respect to the online services.
(e) To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the online services.
(f) Notwithstanding anything to the contrary herein, and subject to the terms in these Terms of Service, you acknowledge that, solely as between Apple and USHE, USHE and not Apple is responsible for addressing any claims you may have relating to the online services, or your possession and/or use thereof, including, but not limited, to: (i) product liability claims, (ii) any claim that the online services fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. As set forth under these Terms of Service in Sections 13, 14 and 15 USHE's liability to you for use of the online services is greatly limited.
(g) Further, you agree that if the online services, or your possession and use of the online services, infringes on a third party's intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.
(h) You acknowledge and agree that Apple, and Apple's subsidiaries, are third party beneficiaries of these Terms of Service, and that, upon your acceptance of the terms and conditions of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you as a third party beneficiary thereof.
(i) When using the online services, you agree to comply with any and all third party terms that are applicable to any platform, website, technology or service that interacts with the online services.