Welcome to WhereToWatch.com. The following terms and conditions govern your use of WhereToWatch.com and any content, products and other features made available from or through WhereToWatch.com. WhereToWatch, LLC is referred to in these Terms and Conditions as "we," "us" or "our". We may change the Terms and Conditions from time to time, at any time without notice to you, by posting such changes on WhereToWatch.com. BY USING WHERETOWATCH.COM, YOU ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS AS APPLIED TO YOUR USE OF WHERETOWATCH.COM. If you do not agree to these Terms and Conditions, you may not access or otherwise use WhereToWatch.com.
1. Proprietary Rights
As between you and us, we own, solely and exclusively, all rights, title and interest in and to WhereToWatch.com, all the content (including, for example, audio, photographs, illustrations, graphics, other visuals, video, copy, text, software, titles, Shockwave files, etc.), code, data and materials thereon, the look and feel, design and organization of WhereToWatch.com, the compilation of the content, code, data and materials on WhereToWatch.com, as well as all other materials comprising WhereToWatch.com, including but not limited to, any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein. Your use of WhereToWatch.com does not grant to you ownership of any content, code, data or materials you may access on or through WhereToWatch.com.
2. Limited License
You may access and view the content on WhereToWatch.com on your computer or other device that you own or control and, unless otherwise indicated in these Terms and Conditions or on WhereToWatch.com, make single copies or prints of the content on WhereToWatch.com for your personal, internal use only. Use of WhereToWatch.com and the services offered on or through WhereToWatch.com, are only for your personal, non-commercial use. If WhereToWatch.com offers you applications (e.g., mobile device application) or other features to download, you may only use the application or feature on a device that you own or control and such right to use the application or other feature shall be limited, non-exclusive, non-sublicenseable and non-transferable.
3. Prohibited Use
Any commercial or promotional distribution, publishing or exploitation of WhereToWatch.com, or any content, code, data or materials on WhereToWatch.com, is strictly prohibited unless you have received the express prior written permission from our authorized personnel or the otherwise applicable rights holder. Other than as expressly allowed herein, you may not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on or available through WhereToWatch.com. You further agree that you may not alter, edit, delete, remove, otherwise change the meaning or appearance of, or repurpose, any of the content, code, data, or other materials on or available through WhereToWatch.com, including, without limitation, the alteration or removal of any trademarks, trade names, logos, service marks, or any other proprietary content or proprietary rights notices. You acknowledge that you do not acquire any ownership rights by downloading any copyrighted material from or through WhereToWatch.com. If you make other use of WhereToWatch.com, or the content, code, data or materials thereon or available through WhereToWatch.com, except as otherwise provided above, you may violate copyright and other laws of the United States and/or other countries, as well as applicable state laws and may be subject to liability for such unauthorized use.
All trademarks logos, service marks and trade names (collectively the "Trademarks") not owned by us that appear on WhereToWatch.com or on or through WhereToWatch.com's services, if any, are the property of their respective owners. The trademarks displayed on WhereToWatch.com or on content available through WhereToWatch.com are our registered and unregistered Trademarks and others and may not be used in connection with products and/or services that are not related to, associated with, or sponsored by their rights holders that are likely to cause customer confusion, or in any manner that disparages or discredits their rights holders. Nothing contained on WhereToWatch.com should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on WhereToWatch.com without, as applicable, our written permission or written permission from the third party that may own the applicable Trademark. Your misuse of the Trademarks displayed on WhereToWatch.com or on or through any of WhereToWatch.com's services is strictly prohibited.
5. User Information
In the course of your use of WhereToWatch.com and/or the services made available on or through WhereToWatch.com, you may be asked to provide and/or WhereToWatch.com may collect certain information related to you, the device you use to access WhereToWatch.com and/or your interaction with WhereToWatch.com, including information that allows you and your device to be identified (such information referred to hereinafter as "User Information"). You acknowledge and agree that you are solely responsible for the accuracy and content of User Information.
6. Prohibited User Conduct
You warrant and agree that, while using WhereToWatch.com and the various services and features offered on or through WhereToWatch.com, you shall not: (a) impersonate any person or entity or misrepresent your affiliation with any other person or entity; (b) insert your own or a third party's advertising, branding or other promotional content into any of WhereToWatch.com's content, materials or services (for example, without limitation, in an RSS feed or a podcast received from us or otherwise through WhereToWatch.com), or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes; or (c) attempt to gain unauthorized access to other computer systems through WhereToWatch.com. You shall not: (i) engage in spidering, "screen scraping," "database scraping," harvesting of e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through WhereToWatch.com or the services offered on or through WhereToWatch.com, including without limitation any information residing on any server or database connected to WhereToWatch.com or the services offered on or through WhereToWatch.com; (ii) obtain or attempt to obtain unauthorized access to computer systems, materials or information through any means; (iii) use WhereToWatch.com or the services made available on or through WhereToWatch.com in any manner with the intent to interrupt, damage, disable, overburden, or impair WhereToWatch.com or such services, including, without limitation, sending mass unsolicited messages or "flooding" servers with requests; (iv) use WhereToWatch.com or WhereToWatch.com's services or features in violation of our or any third party's intellectual property or other proprietary or legal rights; or (v) use WhereToWatch.com or WhereToWatch.com's services in violation of any applicable law. You further agree that you shall not attempt (or encourage or support anyone else's attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with WhereToWatch.com or WhereToWatch.com's services, or any content thereof, or make any unauthorized use thereof. You agree that you shall not use WhereToWatch.com in any manner that could damage, disable, overburden, or impair WhereToWatch.com or interfere with any other party's use and enjoyment of WhereToWatch.com or any of its services. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available by us through WhereToWatch.com.
7. Content You Provide
We may, from time to time, make messaging services, chat services, bulletin boards, message boards, blogs, social networking areas, forums and other such services and interactive areas available on or through WhereToWatch.com. In addition to any other rules or regulations that we may post in connection with a particular service or area, you agree that you shall not upload, post, transmit, distribute or otherwise publish through WhereToWatch.com or any service or feature made available on or through WhereToWatch.com, any materials which (i) restrict or inhibit any other user from using and enjoying WhereToWatch.com or WhereToWatch.com's services, (ii) are fraudulent, unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law, (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right, (v) contain a virus, spyware, or other harmful component, (vi) contain embedded links, advertising, chain letters or pyramid schemes of any kind, or (vii) constitute or contain false or misleading indications of origin, endorsement or statements of fact. You further agree not to impersonate any other person or entity, whether actual or fictitious, including us or our personnel. You also may not offer to buy or sell any product or service on or through your comments submitted to our forums. You alone are responsible for the content and consequences of any of your activities.
By participating in services and/or other interactive areas such as those described above, you acknowledge that the fact and elements of your participation may be publicly available on WhereToWatch.com to other WhereToWatch.com users. For example, if you comment on a bar or blog post, enter a public chat or post a profile about yourself, unless otherwise noted, your interactions may be published publicly on WhereToWatch.com. If you do not want your participation disclosed in this manner, do not participate in the applicable service and/or interactive area of WhereToWatch.com.
By submitting Materials (defined below), including, without limitation, any Pitch Materials, to and/or via WhereToWatch.com, and in exchange for good and valuable consideration, the sufficiency and receipt of which you hereby acknowledge, you hereby grant to us a non-exclusive, perpetual, royalty-free, fully-paid, worldwide license to edit, telecast, rerun, reproduce, use, create derivative works of, modify, syndicate, license, print, sublicense, distribute and otherwise exhibit the Materials you submit, or any portion thereof, in any manner and in any medium or forum, whether now known or hereafter devised. For the purposes of these Terms and Conditions, "Materials" means and includes all data, information, images, video, audio, pictures, sounds, files and/or any other content, materials and/or intellectual property (including, without limitation, Pitch Materials).
8. Right to Monitor and Editorial Control
We reserve the right, but do not have an obligation, to monitor and/or review all materials posted to WhereToWatch.com or through WhereToWatch.com's services or features by users, and we are not responsible for any such materials posted by users. However, we reserve the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in our sole discretion are objectionable or in violation of these Terms and Conditions, our policies or applicable law. We may also impose limits on certain features of the forums or restrict your access to part or all of the forums without notice or penalty if we believe you are in breach of the guidelines set forth in this paragraph, our terms and conditions or applicable law, or for any other reason without notice or liability.
You agree to defend, indemnify and hold us and our affiliate entities and the directors, officers, employees and agents of the foregoing, even for our own active negligence or otherwise, harmless from any and all claims, liabilities, costs and expenses, including attorneys' fees, arising in any way from your use of WhereToWatch.com, your placement or transmission of any message, content, information, software or other materials through WhereToWatch.com, or your breach or violation of the law or of these Terms and Conditions. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim.
10. DISCLAIMER OF WARRANTIES
WHERETOWATCH.COM, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, CONTENT, FUNCTIONS AND MATERIALS PROVIDED THROUGH WHERETOWATCH.COM, ARE PROVIDED "AS IS," "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, PLAYABILITY, DISPLAYABILITY, ACCURACY, PRECISION, CORRECTNESS, THOROUGHNESS, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THE WHERETOWATCH, LLC HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED.
11. LIMITATION OF LIABILITY
IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL WHERETOWATCH LLC OR THEIR RESPECTIVE CONTENT OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, WHERETOWATCH.COM OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, YOUR PROVISION OF INFORMATION VIA WHERETOWATCH.COM, LOST BUSINESS OR LOST SALES, EVEN IF THE APPLICABLE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL WHERETOWATCH LLC OR THEIR RESPECTIVE CONTENT OR SERVICE PROVIDERS BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH WHERETOWATCH.COM. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF WHERETOWATCH LLC OR THEIR RESPECTIVE CONTENT OR SERVICE PROVIDERS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS AND CONDITIONS OR YOUR USE OF WHERETOWATCH.COM EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO US FOR YOUR USE OF WHERETOWATCH.COM OR PURCHASE OF PRODUCTS VIA WHERETOWATCH.COM.
12. Applicable Laws
We control and operate WhereToWatch.com from our offices in the United States of America. We do not represent that materials on WhereToWatch.com are appropriate or available for use in other locations. Persons who choose to access the WhereToWatch.com from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. All parties to these terms and conditions waive their respective rights to a trial by jury. Any disputes over the content of WhereToWatch.com will be governed by Florida Law, when applicable, and the venue for resolution of any dispute shall be the state of Florida, and specifically Miami-Dade County. Additionally, any claims, whether based on law or equity, against WeretoWatch.com shall be brought within a year of the date on which the acts giving rise to the claim occurred.
We may terminate, change, suspend or discontinue any aspect of WhereToWatch.com or WhereToWatch.com's services at any time. We may restrict, suspend or terminate your access to WhereToWatch.com and/or its services if we believe you are in breach of our terms and conditions or applicable law, or for any other reason without notice or liability. We maintain a policy that provides for the termination in appropriate circumstances of WhereToWatch.com use privileges of users who are repeat infringers of intellectual property rights.
You agree that, to the maximum extent permitted by applicable law, we, at any time in our sole discretion, change, suspend or discontinue WhereToWatch.com or any aspect thereof, including the availability of any, application, content or other feature, without liability on our part and without prejudice to any legal or equitable remedies available to us. In addition, we reserve the right to make changes, modifications, amendments and updates to these Terms and Conditions from time to time and for any reason, by posting such changes in this document, which you can access at any time by visiting WhereToWatch.com. You acknowledge and agree that you shall be responsible for reviewing these Terms and Conditions from time to time for changes, and that changes to these Terms and Conditions shall be effective when posted. By continuing to use WhereToWatch.com or any aspect thereof (e.g., any mobile device application or other feature) after we have posted any such changes in these Terms and Conditions, you are agreeing to be bound by all of these Terms and Conditions, as amended.
The Terms and Conditions, and the relationship between you and us, shall be governed by the laws of the State of Georgia, United States of America. You agree that any cause of action that may arise under the Terms and Conditions shall be commenced and be heard in the appropriate court in the State of Florida, City of Miami, United States of America. You agree to submit to the personal and exclusive jurisdiction of the courts located within the City of Miami in the State of Florida. Our failure to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect.