Terms of Use Agreement
This Agreement was last revised on August 25, 2010.
Welcome to haileo.com, the website and online service of
Haileo, Inc. ("Haileo," "we," or "us"). This page explains the terms by
which you may use our online and/or mobile services, web site, and
software provided on or in connection with the service (collectively the
"Service"). By accessing or using the Service, you signify that you
have read, understood, and agree to be bound by this Terms of Use
Agreement ("Agreement"), whether or not you are a registered user of our
Service.
We reserve the right to amend this Agreement at any time by
notifying you as provided in this Agreement, provided that no notice
shall be required for non-substantive changes to the Agreement. If we
substantively amend this Agreement, we will give you at least seven (7)
days notice before the changes take effect, during which period of time
you may reject the changes by terminating your account. Your continued
use of the Service after any such change constitutes your acceptance of
the new Terms of Use. If you do not agree to any of these terms or any
future Terms of Use, do not use or access (or continue to access) the
Service. This Agreement applies to all visitors, users, and others who
access the Service ("Users").
1. Use of Our Service
Haileo provides multimedia classification and search services.
A. Eligibility. You may use
the Service only if you can form a binding contract with Haileo, and
only in compliance with this Agreement and all applicable local, state,
national, and international laws, rules and regulations. Any use or
access to the Service by anyone under 13 is strictly prohibited and in
violation of this Agreement. The Service is not available to any Users
previously removed from the Service by Haileo.
B. Haileo Accounts. Your
Haileo account gives you access to the services and functionality that
we may establish and maintain from time to time and in our sole
discretion. We may maintain different types of accounts for different
types of Users. If you open a Haileo account on behalf of a company,
organization, or other entity, then (a) "you" includes you and that
entity, and (b) you represent and warrant that you are an authorized
representative of the entity with the authority to bind the entity to
this Agreement, and that you agree to this Agreement on the entity's
behalf. By connecting to Haileo with a third-party service, you give us
permission to access and use your information from that service as
permitted by that service, and to store your log-in credentials for that
service.
You may never use another User'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.
We encourage you to use "strong" passwords (passwords that use a
combination of upper and lower case letters, numbers and symbols) with
your account. You must notify Haileo immediately of any breach of
security or unauthorized use of your account. Haileo will not be liable
for any losses caused by any unauthorized use of your account.
You may control your User profile and how you interact with
the Service by changing the settings in your logging page. By providing
Haileo your email address you consent to our using the email address to
send you Service-related notices, including any notices required by
law, in lieu of communication by postal mail. We may also use your email
address to send you other messages, such as changes to features of the
Service and special offers. If you do not want to receive such email
messages, you may opt out or change your preferences in your logging
page. Opting out may prevent you from receiving email messages regarding
updates, improvements, or offers.
C. Service Rules. You agree
not to engage in any of the following prohibited activities: (i)
copying, distributing, or disclosing any part of the Service in any
medium, including without limitation by any automated or non-automated
"scraping"; (ii) using any automated system, including without
limitation "robots," "spiders," "offline readers," etc., to access the
Service in a manner that sends more request messages to the Haileo
servers than a human can reasonably produce in the same period of time
by using a conventional on-line web browser (except that Haileo grants
the operators of public search engines revocable permission to use
spiders to copy materials from haileo.com 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); (iii) transmitting spam, chain letters, or other unsolicited
email; (iv) attempting to interfere with, compromise the system
integrity or security or decipher any transmissions to or from the
servers running the Service; (v) taking any action that imposes, or may
impose at our sole discretion an unreasonable or disproportionately
large load on our infrastructure; (vi) uploading invalid data, viruses,
worms, or other software agents through the Service; (vii) collecting or
harvesting any personally identifiable information, including account
names, from the Service; (viii) using the Service for any commercial
solicitation purposes; (ix) impersonating another person or otherwise
misrepresenting your affiliation with a person or entity, conducting
fraud, hiding or attempting to hide your identity; (x) interfering with
the proper working of the Service; (xi) accessing any content on the
Service through any technology or means other than those provided or
authorized by the Service; or (xii) bypassing the measures we may use to
prevent or restrict access to the Service, including without limitation
features that prevent or restrict use or copying of any content or
enforce limitations on use of the Service or the content therein.
Accessing the audiovisual content available on the Service
for any purpose or in any manner other than Streaming (as defined below)
is expressly prohibited. "Streaming" means a contemporaneous digital
transmission of an audiovisual work via the Internet from the Haileo
Service to a User's device in such a manner that the data is intended
for real-time viewing and not intended to be copied, stored, permanently
downloaded, or redistributed by the User.
We may, without prior notice, change the Service; stop
providing the Service or features of the Service, to you or to users
generally; or create usage limits for the Service. We may permanently or
temporarily terminate or suspend your access to the Service without
notice and liability for any reason, including if in our sole
determination you violate any provision of this Agreement, or for no
reason. Upon termination for any reason or no reason, you continue to be
bound by this Agreement.
You are solely responsible for your interactions with other
Haileo Users. We reserve the right, but have no obligation, to monitor
disputes between you and other Users. Haileo shall have no liability for
your interactions with other Users, or for any User's action or
inaction.
2. User Content
Some areas of the Service allow Users to post content such as
profile information, comments, questions, and other content or
information (any such materials a User submits, posts, displays, or
otherwise makes available on the Service "User Content"). You retain
ownership of your User Content.
You agree not to post User Content that: (i) may create a
risk of harm, loss, physical or mental injury, emotional distress,
death, disability, disfigurement, or physical or mental illness to you,
to any other person, or to any animal; (ii) may create a risk of any
other loss or damage to any person or property; (iii) seeks to harm or
exploit children by exposing them to inappropriate content, asking for
personally identifiable details or otherwise; (iv) may constitute or
contribute to a crime or tort; (v) contains any information or content
that we deem to be unlawful, harmful, abusive, racially or ethnically
offensive, defamatory, infringing, invasive of personal privacy or
publicity rights, harassing, humiliating to other people (publicly or
otherwise), libelous, threatening, profane, or otherwise objectionable;
(vi) contains any information or content that is illegal (including,
without limitation, the disclosure of insider information under
securities law or of another party's trade secrets); (vii) contains any
information or content that you do not have a right to make available
under any law or under contractual or fiduciary relationships; or (viii)
contains any information or content that you know is not correct and
current. You agree that any User Content that you post does not and will
not violate third-party rights of any kind, including without
limitation any Intellectual Property Rights (as defined below) or rights
of privacy. To the extent that your User Content contains music, you
hereby represent that you are the owner of all the copyright rights,
including without limitation the performance, mechanical, and sound
recordings rights, with respect to each and every musical composition
(including lyrics) and sound recording contained in such User Content
and have the power to grant the license granted below. Haileo reserves
the right, but is not obligated, to reject and/or remove any User
Content that Haileo believes, in its sole discretion, violates these
provisions. You understand that publishing your User Content on the
Service is not a substitute for registering it with the U.S. Copyright
Office, the Writer's Guild of America, or any other rights organization.
For the purposes of this Agreement, "Intellectual Property
Rights" means all patent rights, copyright rights, mask work rights,
moral rights, rights of publicity, trademark, trade dress and service
mark rights, goodwill, trade secret rights and other intellectual
property rights as may now exist or hereafter come into existence, and
all applications therefore and registrations, renewals and extensions
thereof, under the laws of any state, country, territory or other
jurisdiction.
In connection with your User Content, you affirm, represent and warrant the following:
A. Your User Content and
Haileo's use thereof as contemplated by this Agreement and the Service
will not violate any law or infringe any rights of any third party,
including but not limited to any Intellectual Property Rights and
privacy rights.
B. Haileo may exercise the
rights to your User Content granted under this Agreement without
liability for payment of any guild fees, residuals, payments, fees, or
royalties payable under any collective bargaining agreement or
otherwise.
Haileo takes no responsibility and assumes no liability for
any User Content that you or any other User or third party posts or
sends over the Service. You shall be solely responsible for your User
Content and the consequences of posting or publishing it, and you agree
that we are only acting as a passive conduit for your online
distribution and publication of your User Content. You understand and
agree that you may be exposed to User Content that is inaccurate,
objectionable, inappropriate for children, or otherwise unsuited to your
purpose, and you agree that Haileo shall not be liable for any damages
you allege to incur as a result of User Content.
3. User Content License Grant
By posting any User Content on the Service, you expressly grant,
and you represent and warrant that you have a right to grant, to Haileo a
royalty-free, sublicensable, transferable, perpetual, irrevocable,
non-exclusive, worldwide license to use, reproduce, modify, publish,
list information regarding, edit, translate, distribute, syndicate,
publicly perform, publicly display, and make derivative works of all
such User Content and your name, voice, and/or likeness as contained in
your User Content, in whole or in part, and in any form, media or
technology, whether now known or hereafter developed, for use in
connection with the Service. You also hereby grant each User of the
Service a non-exclusive license to access your User Content through the
Service, and to use, reproduce, distribute, display and perform such
User Content as permitted through the functionality of the Service and
under this Agreement.
If the features of the Service allow you to remove or
delete User Content from the Service, the above licenses granted by you
in your User Content terminate within a commercially reasonable time
after you remove or delete such User Content from the Service. You
understand and agree, however, that Haileo may retain, but not display,
distribute, or perform, server copies of User Content that have been
removed or deleted. The above licenses granted by you in User Content
for which the Service does not provide you a means to delete or remove
are perpetual and irrevocable.
4. End User License Grant
A. Haileo Service. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable, license to use the Service as permitted by the features of the Service. Haileo reserves all rights not expressly granted herein in the Service and the Haileo Content (as defined below). Haileo may terminate this license at any time for any reason or no reason.
5. Our Proprietary Rights
Except for your User Content, the Service and all materials therein
or transferred thereby, including, without limitation, software,
images, text, graphics, illustrations, logos, patents, trademarks,
service marks, copyrights, photographs, audio, videos, music, and User
Content (the "Haileo Content"), and all Intellectual Property Rights
related thereto, are the exclusive property of Haileo and its licensors.
Except as explicitly provided herein, nothing in this Agreement shall
be deemed to create a license in or under any such Intellectual Property
Rights, and you agree not to sell, license, rent, modify, distribute,
copy, reproduce, transmit, publicly display, publicly perform, publish,
adapt, edit or create derivative works from any materials or content
accessible on the Service. Use of the Haileo Content or materials on the
Service for any purpose not expressly permitted by this Agreement is
strictly prohibited.
You may choose to or we may invite you to submit comments
or ideas about the Service, including without limitation about how to
improve the Service or our products ("Ideas"). By submitting any Idea,
you agree that your disclosure is gratuitous, unsolicited and without
restriction and will not place Haileo under any fiduciary or other
obligation, and that we are free to use the Idea without any additional
compensation to you, and/or to disclose the Idea on a non-confidential
basis or otherwise to anyone. You further acknowledge that, by
acceptance of your submission, Haileo does not waive any rights to use
similar or related ideas previously known to Haileo, or developed by its
employees, or obtained from sources other than you.
6. Paid Services
A. Billing Policies. Certain aspects
of the Service may be provided for a fee or other charge. If you elect
to use paid aspects of the Service, you agree to the pricing and payment
terms [link], as we may update them from time to time. Haileo may add
new services for additional fees and charges, or amend fees and charges
for existing services, at any time in its sole discretion. Any change to
our pricing or payment terms shall become effective in the billing
cycle following notice of such change to you as provided in this
Agreement.
B. No Refunds. You may cancel
your Haileo account at any time; however, there are no refunds for
cancellation. In the event that Haileo suspends or terminates your
account or this Agreement for your breach of this Agreement, you
understand and agree that you shall receive no refund or exchange for
any Haileo Property, any unused time on a subscription, any license or
subscription fees for any portion of the Service, any content or data
associated with your account, or for anything else.
C. Payment Information; Taxes. All information that you provide in connection with a purchase or
transaction or other monetary transaction interaction with the Service
must be accurate, complete, and current. You agree to pay all charges
incurred by users of your credit card, debit card, or other payment
method used in connection with a purchase or transaction or other
monetary transaction interaction with the Service at the prices in
effect when such charges are incurred. You will pay any applicable
taxes, if any, relating to any such purchases, transactions or other
monetary transaction interactions.
7. Privacy
We care about the privacy of our Users. Click here to view our Privacy Policy. By using the Service, you are consenting to have your personal data collected, used, transferred to and processed in the United States.
8. Security
Haileo cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
9. Third-Party Links
The Service may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Haileo. Haileo does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third party website from the Service, you do so at your own risk, and you understand that this Agreement and Haileo's Privacy Policy do not apply to your use of such sites. You expressly relieve Haileo from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Haileo shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.
10. Indemnity
You agree to defend, indemnify and hold harmless Haileo and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, 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 Service, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) your violation of any applicable law, rule or regulation; (v) any claim or damages that arise as a result of any of your User Content or any that is submitted via your account; or (vi) any other party's access and use of the Service with your unique username, password or other appropriate security code.
11. No Warranty
THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE
OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND,
WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, HAILEO, ITS
SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS
ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR
REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME
OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE
CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE
OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT
RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE.
HAILEO DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME
RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A
THIRD PARTY THROUGH THE HAILEO SERVICE OR ANY HYPERLINKED WEBSITE OR
SERVICE, AND HAILEO WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY
TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR
SERVICES.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT
SHALL HAILEO, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR
LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL,
SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT
LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER
INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE,
THIS SERVICE. UNDER NO CIRCUMSTANCES WILL HAILEO BE RESPONSIBLE FOR ANY
DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER
UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE
INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HAILEO
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 OR USE OF OUR SERVICE;
(III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR
ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION
OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS,
VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR
THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN
ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF
ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE
THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY,
OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL
HAILEO, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR
LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES,
OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT
YOU PAID TO HAILEO HEREUNDER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE
ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT
LIABILITY, OR ANY OTHER BASIS, EVEN IF HAILEO HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL
APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE
JURISDICTION.
The Service is controlled and operated from its facilities
in the United States. Haileo makes no representations that the Service
is appropriate or available for use in other locations. Those who access
or use the Service from other jurisdictions do so at their own volition
and are entirely responsible for compliance with all applicable United
States and local laws and regulations, including but not limited to
export and import regulations. You may not use the Service if you are a
resident of a country embargoed by the United States, or are a foreign
person or entity blocked or denied by the United States government.
Unless otherwise explicitly stated, all materials found on the Service
are solely directed to individuals, companies, or other entities located
in the United States.
13. Assignment
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Haileo without restriction.
14. General
A. Governing Law. You agree that: (i)
the Service shall be deemed solely based in California; and (ii) the
Service shall be deemed a passive one that does not give rise to
personal jurisdiction over Haileo, either specific or general, in
jurisdictions other than California. This Agreement shall be governed by
the internal substantive laws of the State of California, without
respect to its conflict of laws principles. The application of the
United Nations Convention on Contracts for the International Sale of
Goods is expressly excluded. Any claim or dispute between you and Haileo
that arises in whole or in part from the Service shall be decided
exclusively by a court of competent jurisdiction located in Santa Clara
County, California, unless submitted to arbitration as set forth in the
following paragraph.
B. Arbitration. For any claim
(excluding claims for injunctive or other equitable relief) under this
Agreement where the total amount of the award sought is less than
$10,000, the party requesting relief may elect to resolve the dispute
through binding non-appearance-based arbitration. The party electing
such arbitration shall initiate the arbitration through an established
alternative dispute resolution ("ADR") provider mutually agreed upon by
the parties. The ADR provider and the parties must comply with the
following rules: a) the arbitration shall be conducted by telephone,
online and/or be solely based on written submissions, as selected by the
party initiating the arbitration; b) the arbitration shall not involve
any personal appearance by the parties or witnesses unless otherwise
mutually agreed by the parties; and c) any judgment on the award
rendered by the arbitrator may be entered in any court of competent
jurisdiction.
C. Notification Procedures. Haileo may provide notifications, whether such notifications are
required by law or are for marketing or other business related purposes,
to you via email notice, written or hard copy notice, or through
posting of such notice on our website, as determined by Haileo in our
sole discretion. Haileo reserves the right to determine the form and
means of providing notifications to our Users, provided that you may opt
out of certain means of notification as described in this Agreement.
Haileo is not responsible for any automatic filtering you or your
network provider may apply to email notifications we send to the email
address you provide us. We recommend that you add info@haileo.com to
your email address book to help ensure you receive email notifications
from us.
D. Entire Agreement/Severability. This Agreement, together with any amendments and any additional
agreements you may enter into with Haileo in connection with the
Service, shall constitute the entire agreement between you and Haileo
concerning the Service. If any provision of this Agreement is deemed
invalid by a court of competent jurisdiction, the invalidity of such
provision shall not affect the validity of the remaining provisions of
this Agreement, which shall remain in full force and effect.
E. No Waiver. No waiver of any
term of this Agreement shall be deemed a further or continuing waiver
of such term or any other term, and Haileo's failure to assert any right
or provision under this Agreement shall not constitute a waiver of such
right or provision.
Please contact us at info@haileo.com with any questions regarding this Agreement.
Recent Updates:
None at this time.
