These Terms of Service (the "Terms of Service" or "Agreement") are a legal agreement between Personify, Inc. ("Personify") and you regarding your use of Personify’s website, the Personify application ("Service"), and other downloadable products and services and all related software (“Software” and together with the website and the "Service," the “Products”). "You" or the "Subscriber" refers to you as the user of the Products.
BY SELECTING "I AGREE" BELOW, OR BY USING THE PRODUCTS AND/OR ANY UPDATES THERETO, YOU SIGNIFY YOUR ASSENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS INCLUDES YOUR AGREEMENT TO (A) JURISDICTION AND VENUE IN THE STATE OF ILLINOIS FOR ANY CLAIM OR DISPUTE REGARDING THE PRODUCTS OR THIS AGREEMENT, (B) THE DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY AND (C) Personify'S INFORMATION COLLECTION AND PRIVACY PRACTICES. YOU CANNOT ACCEPT THESE TERMS OF SERVICE IF YOU ARE NOT OF LEGAL AGE TO FORM A BINDING AGREEMENT.
IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT SELECT "I AGREE" AND DO NOT ACCESS OR OTHERWISE USE THE PRODUCTS.
Subject to your compliance with these Terms of Service, this Agreement grants an end user limited, non-exclusive, non-sublicensable, non-assignable right and license allowing you to use the Products under certain restrictions, terms and conditions (the "License Agreement"). You are consenting to be bound by this License Agreement by your use of the Products.
The Products are made available for download solely for use by you and only according to this License Agreement. Any reproduction, resale or redistribution of the Products that is not in accordance with this License Agreement is expressly prohibited, and may result in severe civil and criminal penalties. Personify is not transferring title to the Products to you. This license may not be transferred by you to any third party and is non-exclusive. Personify reserves the right, in its sole discretion, to restrict, limit or prevent significant usage of any Free or Basic version of the Products by any individual, entity or group of entities.
You acknowledge that the Products are proprietary to Personify or its suppliers and are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws. Therefore, you agree that you are only permitted to use the Products as expressly authorized by Personify and this License Agreement. You may not remove any proprietary notices or labels from the Products. You may copy the Products for archival purposes only, provided any copy must contain all original proprietary notices. You may not alter, modify, redistribute, sell, auction, decompile, reverse engineer, disassemble or otherwise reduce the Products to a human-readable form. You may not reproduce (except for archival purposes), distribute or create derivative works based on the Products without expressly being authorized in writing to do so by Personify. Further, you may not rent, lease, grant a security interest in or otherwise transfer rights to the Products. All rights not expressly granted in this License Agreement are reserved to Personify and its suppliers.
ALL CONTENT ON WEB SITES AND COMPUTER PROGRAMS ASSOCIATED WITH THE SERVICE IS PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. EXCEPT AS SPECIFICALLY PERMITTED HEREIN, NO PORTION OF THE INFORMATION OR CONTENT ON SUCH SITES AND PROGRAMS MAY BE REPRODUCED IN ANY FORM, OR BY ANY MEANS, WITHOUT PRIOR WRITTEN PERMISSION FROM Personify. YOU AND ANY OTHER VISITOR OR USER ARE NOT PERMITTED TO MODIFY, DISTRIBUTE, PUBLISH, TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY MATERIAL FOUND ON SUCH SITES FOR ANY PUBLIC OR COMMERCIAL PURPOSE.
RESTRICTIONS: By using the Products, you agree that, unless otherwise expressly permitted by Personify in writing, you will not: (1) reproduce, republish, display, frame, download (except as expressly authorized herein), distribute, or transmit any portion of the Products; (2) redistribute, encumber, sell, rent, lease, loan, sublicense, assign, or otherwise transfer rights to any portion of the Products; (3) modify or create any derivative works based on the Products, including without limitation, customization, translation, or localization; (4) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code of the Products, or the underlying ideas or algorithms of the Products (e.g. in an effort to develop other applications or services that provide similar or substitute or complimentary functionality to such Products); (5) use the Products to develop other software or services; (6) use the Products to provide services to any third party on an application service provider or service bureau basis; (7) use any Products in any way that violates these Terms of Service or any law or interferes with or damages the Products; (8) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in or on the Products. All rights not expressly granted by Personify in this License Agreement are reserved.
REGISTRATION: To fully use Personify, you must register as a member by providing a valid email address and password and other registration information. You must provide complete and accurate registration information to Personify and notify us if your information changes. If you are a business, government, or non-profit entity, the person whose email address is associated with the account must have the authority to bind the entity to this Agreement. We reserve the right to refuse registration, or to terminate an account, at any time, for any reason.
USER NAME: We encourage you to use your real name. If you are a business, government, or non-profit entity, you must use the actual name of your organization. You may not use someone else's name, a name that violates any third party right, or a name that is obscene or otherwise objectionable.
ACCOUNT SECURITY: You are responsible for all activity that occurs under your account, including any activity by unauthorized users. You must not allow others to use your account. You must safeguard the confidentiality of your password. If you are using a computer that others have access to, you must log out of your account after using the Products. If you become aware of an unauthorized access to your account, you must change your password and notify us immediately at support@Personifyinc.com.
OPTIONS: We offer some services for free, free trials to some products, and subscription-based licenses for some products on a monthly or annual basis. For a free trial that expired, you have the option of subscribing on a monthly or an annual basis.
RENEWALS: By default, all subscriptions are set to automatically renew for the same period of time as the original subscription. All subscribers may change this default setting during registration. You may decline to renew at any time prior to the commencement of a renewal subscription. Personify reserves the right to deny subscriptions, renewals, and other purchases for any reason.
END OF SUBSCRIPTION: When your subscription is not automatically renewed and expires, the account will be a candidate for deletion. All hosted content will be by default deleted within fourteen (14) days. You may download such content before the default action is taken.
OTHER PURCHASES: Purchases of other products and services through Personify may be subject to other terms and conditions that are presented to you at the time of purchase.
UPDATES: At any time during your subscription, you may be required to download updates to the Service and enter into an updated version of these Terms of Service to be able to use the Products.
TERM: This Agreement is effective on the earlier of the date you first use the Products or your acceptance of this Agreement by selecting the “I Accept” option presented on the screen after this Agreement is displayed, and continues to be effective as long as you have an account with us. Subject to the Termination and Deletion terms below, subscription accounts will remain active until the end of the subscription term and any renewal term.
ACCOUNT DELETION: You may delete your account at any time, subject to the Cancellation and Refund terms above.
TERMINATION FOR BREACH: Personify may suspend, disable, or delete your account (or any part thereof) or block or remove any content you submitted if Personify determines, in its sole and absolute discretion, that you have violated any provision of this Agreement or that your conduct or content would tend to damage Personify's reputation and goodwill. If Personify deletes your account for the foregoing reasons, Personify reserves the right to block you from the Products. Personify may block your email address and Internet protocol address to prevent further registration.
EFFECT OF TERMINATION/ACCOUNT DELETION: Upon termination, all licenses granted by Personify will terminate. Such termination of license provision shall survive termination of this Agreement. In the event of account deletion for any reason, content that you submitted may no longer be available. Personify shall not be responsible for the loss of such content.
You may not upload, post, or transmit for public viewing (collectively, "submit") any video, image, text, audio recording, or other work (collectively, "content") that:
Infringes any third party's copyrights or other rights (e.g., trademark, privacy rights, etc.); Contains sexually explicit content or pornography; Contains hateful, defamatory, harassing or discriminatory content or incites hatred against any individual or group; Exploits minors; Depicts unlawful acts or extreme violence; Depicts animal cruelty or extreme violence towards animals; Promotes fraudulent schemes, multi-level marketing schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; Distributes or uploads any virus or malicious software of any type; or Violates any applicable law.
LICENSE TO Personify: As between you and Personify, you own the video content that you host or broadcast on the Products. You grant Personify and its affiliates a license and right to use, copy, transmit, and manage for the purpose of (i) maintaining the Service, and (ii) using, archiving or preserving content for disputes, legal proceedings, or investigations.
DURATION OF LICENSES: The above licenses will continue unless and until hosted videos are removed from the Service, in which case the licenses will terminate within a commercially reasonable period of time. Notwithstanding the foregoing, the license for legal use/archival/preservation purposes will continue indefinitely.
As between you and Personify, you own all non-video content that you submit to or through the Products. You grant Personify and its affiliates a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up license and right to use, copy, transmit, distribute, display, and make derivative works from your non-video content.
If you make suggestions to Personify on improving or adding new features to the Products ("Feedback"), you hereby grant Personify a worldwide, perpetual, royalty-free, fully paid-up right and license to use, copy, display, publicly perform or create derivate works of any such Feedback.
You will indemnify, defend, and hold harmless Personify or its parents, subsidiaries, affiliates, directors, employees, distributors, suppliers, agents or resellers, from and against all third party actions or claims that: (i) arise from or relate to your use of the Products; (ii) assert a violation by you of any term of this Agreement; or (iii) assert that any content you submitted to Personify violates any law or infringes any third party right, including any intellectual property or privacy right. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to assist and cooperate with Personify in asserting any available defenses.
COPYRIGHT LAWS COMPLIANCE: It is expected that all users will comply with copyright laws. If you believe that your copyright has been infringed, please send us a notice at legal@Personifyinc.com.
NOTICE: Your notice should include: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) 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; (3) 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; (4) information reasonably sufficient to permit Personify to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted; (5) a statement that the complaining party has 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; (6) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Personify will promptly acknowledge receipt of notification of claimed infringement, and remove or disable access to the contested material from the network, pending resolution of the claim.
Personify respects the intellectual property rights of others. For other intellectual property claims, please send us a notice at legal@Personifyinc.com
Personify reserves the right to modify the Products. You are responsible for providing your own access (e.g., computer, camera, mobile device, Internet connection, etc.) to use the Products. Personify has no obligation to screen or monitor any content and does not guarantee that any content available on the Products or the related website complies with this Agreement or is suitable for all users.
Personify PROVIDES THE PRODUCTS ON AN "AS IS" AND "AS AVAILABLE" BASIS. YOU THEREFORE USE THE PRODUCTS AT YOUR OWN RISK. Personify EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY OTHER WARRANTY THAT MIGHT ARISE UNDER ANY APPLICABLE LAW.
That Personify will be permitted in your jurisdiction; That Personify will be uninterrupted or error-free; Concerning any content submitted by any member; Concerning any third party's use of content that you submit; That any content you submit will be made available on Personify or will be stored by Personify; or That Personify will continue to support any particular feature of the Products.
Personify makes no representation, warranty or guaranty as to the reliability, timeliness, quality or availability of the Products. Without limiting the foregoing, Personify makes no representations or warranties:
That the Products will be permitted in your jurisdiction; That the Products will be uninterrupted or error-free or operate in combination with any other hardware, software, system or data, concerning any content submitted by any member, concerning any third party's use of content that you submit or otherwise; That the Products will meet your requirements or expectations; That any content you submit will be made available on the Products or will be stored by Personify; That any stored data will be accurate or reliable; That errors or defects will be corrected; That the Service or the servers that make the Service available are free of viruses or other harmful components; or That Personify will continue to support any particular feature of the Products.
TO THE EXTENT ANY DISCLAIMER OR LIMITATION OF LIABILITY DOES NOT APPLY, ALL APPLICABLE EXPRESS, IMPLIED, AND STATUTORY WARRANTIES WILL BE LIMITED IN DURATION TO A PERIOD OF THIRTY (30) DAYS AFTER THE DATE ON WHICH YOU FIRST USED THE PRODUCTS, AND NO WARRANTIES SHALL APPLY AFTER SUCH PERIOD.
The Products are not fault-tolerant and are not designed, manufactured or intended for use or resale as or with on-line control equipment in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communication systems, air traffic control, direct life support machines or weapon systems in which the failure of the Products could lead directly to death, personal injury or severe physical or environmental damage ("High Risk Activities"). Accordingly, Personify and its suppliers specifically disclaim any express or implied warranty of fitness for High Risk Activities.
TO THE FULLEST EXTENT PERMITTED BY LAW: (I) Personify SHALL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES OF ANY TYPE OR KIND ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF, OR INABILITY TO USE, THE PRODUCTS, INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL, ,REVENUE, PROFITS, DATA, USE OR OTHER ECONOMIC ADVANTAGE, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED; AND (II) Personify'S TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO Personify OVER THE SIX (6) MONTHS IMMEDIATELY PRECEDING YOUR CLAIM(S).
GOVERNING LAW: Except to the extent applicable law, if any, provides otherwise, the laws of the State of Illinois, excluding its conflicts-of-law rules, shall govern this Agreement and your use of the Products. You expressly agree that exclusive jurisdiction for any claim or dispute arising from your use of the Products or under this Agreement, resides in the federal and state courts of the State of Illinois and you consent to the personal jurisdiction thereof. The foregoing provision may not apply to you depending on the laws of your jurisdiction.
INTERPRETATION; SEVERABILITY; WAIVER; REMEDIES: Headings are for convenience only and shall not be used to construe the terms of this Agreement. If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, then such term shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable term, with all other provisions remaining in full force and effect. No failure or delay by Personify in exercising any right hereunder will waive any further exercise of that right. Personify's rights and remedies hereunder are cumulative and not exclusive.
SUCCESSORS; ASSIGNMENT; NO THIRD PARTY BENEFICIARIES: This Agreement is binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. You may not assign this Agreement without Personify's prior written consent. No third party shall have any rights hereunder.
NOTICES: You consent to receive all communications including notices, agreements, disclosures, or other information from Personify electronically. Personify may provide all such communications by email, by posting them on the Service or on Personify’s website. Such notice shall be deemed to have been given upon the expiration of twenty-four (24) hours after sending such email or posting such notice. For support-related inquiries, you may send an email to support@Personifyinc.com. You may send notices of a legal nature to Personify at legal@Personifyinc.com or the following address:
Personify, Inc. 208 W. Main St. Unit A Urbana, IL 61801
Nothing herein shall limit Personify's right to object to subpoenas, claims, or other demands.
MODIFICATION: Personify reserves the right to modify these Terms of Service at any time, effective upon posting of an updated version of this Agreement on Personify’s website. You are responsible for regularly reviewing this Agreement. Continued use of the Products after any such changes will constitute your consent to such changes.