verve-media terms and conditions

Last Updated: August 1, 2009

READ CAREFULLY. THE FOLLOWING TERMS AND CONDITIONS ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU ("YOU" AND "YOUR") AND VERVE MEDIA, INC. ("verve-media," "WE," "US," OR "OUR”) THAT GOVERNS YOUR USE OF VERVE-MEDIA'S ONLINE CONTENT SERVICES AVAILABLE AT WWW.VERVE-MEDIA.COM, INCLUDING FREE STREAMING OF VIDEO, IF ANY, (COLLECTIVELY, THE "SERVICE").
YOU AGREE THAT THIS AGREEMENT IS ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE DECLINE AND CEASE USING THE SERVICE OR ANY PART OF THE VERVE-MEDIA.COM WEBSITE. YOUR USE OF THE SERVICE IS CONDITIONED ON THE ACCEPTANCE OF THESE TERMS.
YOUR ACCESS TO THE SERVICE IS SUBJECT TO THIS AGREEMENT LOCATED AT www.verve-media.com/tac.html AND THE verve-media POLICY (“PRIVACY POLICY”), LOCATED AT www.verve-media.com/privacypolicy.html. VERVE MEDIA RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CHANGE, MODIFY, ADD, OR DELETE PORTIONS OF THIS AGREEMENT AND THE PRIVACY POLICY AT ANY TIME WITHOUT NOTICE. YOUR CONTINUED USE OF THE SERVICE IS SUBJECT TO ALL SUCH REVISIONS.

Persons accessing the Verve Media, Inc. ("verve-media") website for any reason whatsoever (a "User" or "Users"), subject themselves to and agree to the terms and conditions and privacy policy of verve-media as set out below.

This website is only intended to provide the User with information regarding verve-media and its products/services offered.

verve-media hereby authorizes the user to view, copy, download to a local drive, print and distribute the content of this website, or any part thereof, provided that:

* such content is used for information and/or non-commercial purposes only; and

Users that wish to use content from this site for commercial purposes may only do so with verve—media’s prior written permission.

INTELLECTUAL PROPERTY RIGHTS
All content, trademarks and data on this website, including but not limited to, software, databases, text, graphics, icons, hyperlinks, private information, and designs are the property of or licensed to verve-media, and as such, are protected from infringement by domestic and international legislation and treaties. Subject to the rights afforded to the User herein, all other rights to all intellectual property on this site are expressly reserved and no license to verve-media’s intellectual property has been granted by this website.

ELECTRONIC COMMUNICATIONS
By using this website or communicating with verve-media by electronic means, the User consents and acknowledges that any and all agreements, notices, disclosures, or any other communication satisfies any legal requirement, including but not limited to the requirement that such communications should be "in writing".
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NO REPRESENTATIONS OR WARRANTIES; INFORMATION NOT UPDATED OR TO BE RELIED ON
While verve-media uses reasonable efforts to include accurate and up-to-date information in the website, verve-media makes no warranties or representations with respect to the content of the website, which is provided "as is". verve-media accepts no responsibility or liability whatsoever arising from or in any way connected with the use of this website or its content. In particular, verve-media will not be liable for the accuracy, completeness, adequacy, timeliness, or comprehensiveness of the information contained on the website. verve-media and its affiliates further assume no responsibility for updating the website or its content or notifying Users of information that is inaccurate, incomplete, or out-of-date.

NO OFFER TO SELL SECURITIES
None of the information posted on this website constitutes an offer for sale of securities within the United States or any other country. None of the securities referred to on this website have been registered under U.S. securities laws. Securities may not be offered or sold in the United States absent registration under U.S. securities laws or unless exempt from registration under such laws. Prospective investors should make their own investment decisions and consult their own advisors as to legal, tax, business, financial and related aspects of an investment in any securities.

NO LIABILITY
verve-media assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing the website or your downloading of any materials, data, text, images, video, or audio from the website. verve-media accepts no responsibility or liability whatsoever for any interruption or discontinuance of any or all functionality of this website, whether the result of actions or omission of verve-media or a third party.

CHANGES AND AMENDMENTS
verve-media expressly reserves the right, in its sole and absolute discretion, to alter and/or amend any information set out in this website without notice.

verve-media reserves the right to change and amend the prices and rates quoted on this website without notice.

verve-media may at any time revise these terms and conditions by updating this disclaimer. The User is bound by such revisions and should therefore periodically visit this page.

FORWARD-LOOKING STATEMENTS
This website may contain forward-looking statements based on beliefs of verve-media management. When used in this website, words such as "anticipate", "believe", "estimate", "expect", "intend", "plan", "will", "may", "would", "could" and "project" are intended to identify forward-looking statements. Such statements reflect the views of verve-media as of the date made with respect to future events and are subject to risks and uncertainties. Many factors could cause actual results to be materially different from those projected here. verve-media disclaims any intention or obligation to update these forward-looking statements.

LINKING AND FRAMING
Any third party site may link to this website provided that such a link is directed at the home page of this website. It is expressly prohibited for any person, business, entity or website to link to any page other than the home page of this website, without the prior written approval of verve-media.

It is expressly prohibited for any person, business, entity, or website to frame any page on this website, including the home page, in any way whatsoever, without the prior written approval of verve-media. Incorporating parts of this website into sites of parties not part of the verve-media group is equally prohibited.

NO OFFERS
No information or data on this website is an offer but merely an invitation to do business.

No agreements shall be concluded merely by sending a data message to this website or its owners. Valid agreements require an acknowledgement and offer, or receipt from this website.

SEARCHING TECHNOLOGY
The use of non-malicious search technology, such as "web-crawlers" or "web-spiders", to search and gain information from this website is not permitted if such technology will result in slowing down this website's server or in copyright infringement of any data or information available from this website. Data and information may only be used in compliance with section 1 above.

LINKS TO THIRD PARTY SITES
verve-media may provide links to third party sites to the User only as a convenience. Such third party information is independent from verve-media's own and verve-media does not accept any responsibility for the content or accuracy or the use of such other websites and does not endorse, and shall not be deemed to have endorsed or accepted their contents.

Linked websites or pages are not subject to the control of verve-media. verve-media shall not be held responsible or liable, directly or indirectly, in any way for the contents of such websites, the use of this website, or inability to use or access any linked websites or any links contained in a linked website.

SECURITY OF INFORMATION
All reasonable steps will be taken to secure User's information.

Users undertake not to share their username and passwords with any other person.

It is expressly prohibited for any person, business, or entity to gain or attempt to gain unauthorized access to any page on this website, or to deliver or attempt to deliver any unauthorized, damaging or malicious code to this website. Any person who delivers or attempts to deliver any unauthorized, damaging or malicious code to this website or attempts to gain unauthorized access to any page on this website shall be held criminally liable, and in the event that verve-media should suffer any damage or loss, civil damages will be claimed.

DISCLAIMERS
verve-media shall not be liable for any damage, loss or liability of whatsoever nature arising from the use or inability to use this website or the services or content provided from and through this website. Furthermore, verve-media makes no representations or warranties, implied or otherwise, that, amongst others, the content and technology available from this website are free from errors or omissions or that the service will be 100% uninterrupted and error free.

This website is supplied on an "as is" basis and has not been compiled or supplied to meet the User's individual requirements. It is the sole responsibility of the User to satisfy itself prior to entering into this agreement with verve-media that the service available from and through this website will meet the User's individual requirements and be compatible with the User's hardware and/or software.

Information, ideas and opinions expressed on this site should not be regarded as professional advice or the official opinion of verve-media and Users are encouraged to consult professional advice before taking any course of action related to information, ideas or opinions expressed on this site.

Neither verve-media nor any of its agents or representatives shall be liable for any damage, loss or liability of whatsoever nature arising from the use or inability to use any product sold on this website.

Postings of any kind posted to this website or e-mails sent to this website are not editorially controlled and therefore verve-media cannot be held liable for illegal or unconstitutional content. The Users indemnify verve-media from all liability in this regard.

SEVERABILITY
These terms and conditions of use constitute the entire agreement between verve-media and you, the User of this website. Any failure by verve-media to exercise or enforce any right or provision of these terms and conditions of use shall in no way constitute a waiver of such right or provision.

In the event that any term or condition of the use of this website is not fully enforceable or valid for any reason, such term(s) or condition(s) shall be severable from the remaining terms and conditions. The remaining terms and conditions shall not be affected by such unenforceability or invalidity and shall remain enforceable and applicable.

APPLICABLE AND GOVERNING LAW
This website is hosted, controlled and operated from the State of California in the United States, and thus California law governs the use or inability to use this website and these terms and conditions, and User irrevocable consents to the personal jurisdiction of any appropriate court in San Francisco County, California for any disputes arising out of the use of this website.

CONTACT INFORMATION
If you have any questions, queries or wish to request permission to use any part of this website, including, linking, framing, or searching, please contact us at:

Verve Media, Inc.
C/O DLA Piper
Attn: Bradley Gersich
2000 University Avenue
Palo Alto, CA 94303-2214

Terms and Conditions

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