1. Your Acceptance

By using and/or visiting this website, including all content, products, software and services offered via the Pixovi website (www.Pixovi.com) and related websites (hereinafter collectively referred to as the "Pixovi Website"), you signify your agreement to these terms and conditions (the "Terms of Use"). Pixovi may, in its sole discretion, modify or revise these Terms of Use at any time, and you agree to be bound by such modifications or revisions. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

2. Pixovi Website

A. These Terms of Use apply to all users of the Pixovi Website, including users who contribute video content, information, and other materials or services on the Website. The Pixovi Website includes all aspects of Pixovi, including but not limited to all products, software and services offered via the Pixovi Website.

B. The Pixovi Website may contain links to third party websites that are not owned or controlled by Pixovi. Pixovi has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Pixovi will not and cannot censor or edit the content of any third-party site. By using the Pixovi Website, you expressly release Pixovi from any and all liability arising from your use of any third-party website.

3. Pixovi Accounts

A. In order to access some features of the Pixovi Website, you will have to create an Pixovi member account, which is subject to a separate Pixovi Member Agreement, which can be accessed at www.Pixovi.com/info/member-agreement/. You may not use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Pixovi immediately of any breach of security or unauthorized use of your account.

B. Although Pixovi will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Pixovi or others due to such unauthorized use.

4. Use of the Pixovi Website - Permissions and Restrictions

Pixovi hereby grants you permission to access and use the Pixovi Website as set forth in these Terms of Use, provided that:

A. You agree not to distribute in any medium any part of the Pixovi Website, including but not limited to Producer Submissions (defined below), without Pixovi's prior written authorization.

B. You agree not to alter or modify any part of the Pixovi Website, including but not limited to the technologies it utilizes.

C. You agree not to access Producer Submissions (defined below) or Pixovi content through any technology or means other than the video playback pages of the Pixovi Website itself or other explicitly authorized means Pixovi may designate.

D. You agree not to use the Pixovi Website, including the Pixovi's embeddable player for any commercial use, without the prior written authorization of Pixovi. Prohibited commercial uses include any of the following actions taken without Pixovi's express approval:

·         sale of access to the Pixovi Website or its related services on another website;

·         use of the Pixovi Website or its related services for the primary purpose of gaining advertising or subscription revenue;

·         the sale of advertising, on the Pixovi Website or any third-party website, targeted to the content of specific User Submissions or Pixovi content;

·         and any use of the Pixovi Website or its related services that Pixovi finds, in its sole discretion, to use Pixovi's resources or User Submissions with the effect of competing with or displacing the market for Pixovi, Pixovi content, or its User Submissions.

E. Permitted commercial uses include uploading an original video to Pixovi, or maintaining an original channel on Pixovi, to promote your business or artistic enterprise, subject to the terms of the Pixovi Member Agreement, and any other use that Pixovi expressly authorizes in writing.

F. If you use the Pixovi embeddable player on your website, you must include a prominent link back to the Pixovi Website on the pages containing the embeddable player and you may not modify, build upon, or block any portion of Pixovi's embeddable player in any way.

G. You agree not to use or launch any automated system, including without limitation, "robots", "spiders" or "offline readers", to generate artificial views of Video Content, or to otherwise access the Pixovi Website in a manner that sends more request messages to the Pixovi servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, Pixovi grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. Pixovi reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Pixovi Website, nor to use the communication systems provided by the Pixovi Website (e.g. discussion forums, comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Pixovi Website with respect to their Producer Submissions.

H. In your use of the Pixovi Website, you will otherwise comply with the terms and conditions of these Terms of Use, and all applicable local, national, and international laws and regulations.

I. Pixovi reserves the right to discontinue any aspect of the Pixovi Website at any time.

5. Your Use of Content on the Site

In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of content on the Pixovi Website.

A. The content on the Pixovi Website, except all Producer Submissions (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Pixovi, subject to copyright and other intellectual property rights under the law. Content on the Pixovi Website is provided to you AS IS for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Pixovi reserves all rights not expressly granted in and to the Pixovi Website and its contents.

B. You may access Producer Submissions solely for your information and personal use, or as otherwise intended through the normal functionality of the Pixovi Website.

C. User comments are made available to you for your information and personal use solely as intended through the normal functionality of the Pixovi Website. User comments are made available "as is", and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner not intended by the normal functionality of the Pixovi Website or otherwise as prohibited under this Agreement.

D. You may access Pixovi Content, Producer Submissions and other content only as permitted under this Agreement. Pixovi reserves all rights not expressly granted in and to the Pixovi Content and the Pixovi Website.

E. You agree to not engage in the use, copying, or distribution of any of the Content other than as expressly permitted herein, including any use, copying, or distribution of Producer Submissions of third parties obtained through the Pixovi Website for any commercial purposes.

F. You agree not to circumvent, disable or otherwise interfere with security-related features of the Pixovi Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Pixovi Website or its Content.

G. You understand that when using the Pixovi Website, you will be exposed to Producer Submissions from a variety of sources, and that Pixovi is not responsible for the accuracy, functionality, safety, or intellectual property rights of or relating to such Producer Submissions. You further understand and acknowledge that you may be exposed to Producer Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Pixovi with respect thereto, and agree to indemnify and hold Pixovi, its owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Pixovi Website.

6. Account Termination Policy

A. Pixovi may terminate a User's access to the Pixovi Website without prior notice if Pixovi determines that the User has acted in contravention of these Terms of Use.

B. Pixovi reserves the right to decide whether Content or a Producer Submission is appropriate for display on the Pixovi Website, and Pixovi may remove any Producer Submissions or Content at any time, without prior notice, in its sole discretion.

7. Digital Millennium Copyright Act

A. If you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing Pixovi's copyright department with the following information in writing:

·         A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

·         Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

·         Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

·         Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

·         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 owner, its agent, or the law; and

·         A statement that the information in the notification 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.

Notifications of claimed infringement should be emailed to copyright@Pixovi.com. You acknowledge that if you fail to comply with all of the requirements of this Section 8(A), your DMCA notice may not be valid.

B. Counter-Notice. If you believe that your Producer Submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your User Submission, you may send a counter-notice containing the following information to the Copyright Agent:

·         Your physical or electronic signature;

·         Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

·         A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

·         Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Miami, Florida, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by Pixovi™s copyright department, Pixovi may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Pixovi's sole discretion.

8. Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE PIXOVI WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, PIXOVI, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PIXOVI WEBSITE AND YOUR USE THEREOF. PIXOVI MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PIXOVI WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PIXOVI WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PIXOVI WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PIXOVI WEBSITE. PIXOVI DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PIXOVI WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND PIXOVI WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

9. Limitation of Liability

IN NO EVENT SHALL PIXOVI, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PIXOVI WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PIXOVI WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE PIXOVI WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PIXOVI WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

YOU SPECIFICALLY ACKNOWLEDGE THAT PIXOVI SHALL NOT BE LIABLE FOR PRODUCER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

The Pixovi Website is controlled and offered by Pixovi from its facilities in the United States of America. Pixovi makes no representations that the Pixovi Website is appropriate or available for use in other locations. Those who access or use the Pixovi Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.

10. Indemnity

You agree to defend, indemnify and hold harmless Pixovi, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Pixovi Website; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your Producer Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Pixovi Website.

11. Ability to Accept Terms of Use

You affirm that you are either more than 18 years of age, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use.

12. Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Pixovi without restriction.

13. General

You agree that: (i) the Pixovi Website shall be deemed solely based in Minnesota; and (ii) the Pixovi Website shall be deemed a passive website that does not give rise to personal jurisdiction over Pixovi, either specific or general, in jurisdictions other than Minnesota. These Terms of Use shall be governed by the internal substantive laws of the State of Minnesota, without respect to its conflict of laws principles. Any claim or dispute between you and Pixovi that arises in whole or in part from the Pixovi Website shall be decided exclusively by a court of competent jurisdiction located in Hennepin County, Minnesota. These Terms of Use, together with any other legal notices published by Pixovi on the Pixovi Website, shall constitute the entire agreement between you and Pixovi concerning the Pixovi Website. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Pixovi's failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. Pixovi reserves the right to amend these Terms of Use at any time and without notice, and it is your responsibility to review these Terms of Use for any changes. Your use of the Pixovi Website following any amendment of these Terms of Use will signify your assent to and acceptance of its revised terms. YOU AND PIXOVI AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE PIXOVI WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.