Terms of Service

Updated: July 28, 2014

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE WEBSITE OR MOBILE APPLICATION. YOU UNDERSTAND THAT BY CLICKING THE “I AGREE” BUTTON, OR BY ACCESSING AND/OR USING THE WEBSITE OR MOBILE APPLICATION (OTHER THAN TO READ THESE TERMS OF USE FOR THE FIRST TIME) OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE AND/OR MOBILE APPLICATION OR THROUGH THE SERVICES, YOU ARE AGREEING TO COMPLY WITH THESE TERMS OF SERVICE, WHICH MAY CHANGE FROM TIME TO TIME AS SET FORTH IN SECTION THIRTEEN (13) BELOW.

If you agree to these Terms of Service on behalf of a business, you represent and warrant that you have the authority to bind that business to these Terms of Service and your agreement to these terms will be treated as the agreement of the business. In that event, “you” and “your” will refer and apply to that business.

Tivvy LLC (“Tivvy”) is a second screen application that facilitates interaction and engagement between users and television programs, and encourages social sharing among users. These Terms of Service (“Terms”) set out important information regarding the rights, obligations and restrictions that may apply to you as a user (“User”), and govern the Tivvy Application, Website, Service, and Related Technology (collectively known as the “Service “ or “Services”)

These Terms of Service are a legal agreement between you and Tivvy, they apply to you whether you have an account with Tivvy or are a visitor just browsing the website or mobile application (collectively, “Tivvy Users”). In consideration of Tivvy’s grant of access to you for use the Service, you agree that Tivvy, its affiliates, including third party providers and partners may place advertising on the Service or in connection with the display of content or information from the Service whether submitted by you or others.

1. Service

These Terms of Service apply to your contributions of Content on the Service. Content (“Content”) includes the text, graphics, photos, sounds, music, videos, audiovisual combinations, and other materials you may view on, access through, or contribute to the Service. The Service may contain links to third party websites that are not owned or controlled by TIvvy. Tivvy has no control over, and assumes no responsibility for, the content, privacy policies, practices or performance of any third party website. In addition, Tivvy will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly relieve Tivvy from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each other website that you visit.

2. Tivvy Account

In order to access some features of this Service, you will have to create a Tivvy account. By creating a Tivvy account you become a Member (“Member”). You are prohibited from using another’s account without permission. Any information you provide when creating your account must be accurate and complete. You are solely responsible for the activity that occurs on your account and you must keep your account password secure. You must notify Tivvy immediately of any breach of security or unauthorized use of your account. Tivvy shall not be liable for any losses to you caused by unauthorized use and you agree that you may be liable to Tivvy or others due to such unauthorized use.

3. Intellectual Property; Copyright Policy

Tivvy respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf; Tivvy will respond expeditiously to claims of copyright infringement committed using the Tivvy service that are reported to Tivvy’s Designated Copyright Agent. If you are a copyright owner, or are authorized to act on behalf of one or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Tivvy service or website by completing a DMCA Notice of Alleged Infringement and delivering it to Tivvy’s designated copyright agent. Upon receipt of Notice, Tivvy will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged use from the Site and/or termination of the Tivvy user’s account in appropriate circumstances.

Copyright Agent Contact Information:

Email:
help@tivvy.com

Mail:
Tivvy LLC
[Re: Copyright Agent]
[6867 Elm St Suite 300 Mclean, VA 22101]

4. Copyrighted Materials

YOU WILL NOT USE THE SITE OR SERVICES TO TRANSMIT, ROUTE, PROVIDE CONNECTIONS TO OR STORE ANY MATERIAL THAT INFRINGES COPYRIGHTED WORKS OR OTHERWISE VIOLATES OR PROMOTES THE VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

Tivvy has adopted and implemented a policy that provides for the termination in appropriate circumstances of the accounts of users or Users who repeatedly infringe or are believed to be infringing the rights of copyright holders.

5. Content on the Services

All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We do not monitor or control the Content posted via the Services and, we cannot take responsibility for such Content. Any use or reliance on any Content or materials posted via the Service or obtained by you through the Service is at your own risk. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Service or endorse any opinions expressed via the Service. You understand that when using the Service, you will be exposed to Content from a variety of sources, and that Tivvy is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. You further understand and acknowledge that you may be exposed to Content that is inaccurate, offensive, indecent, objectionable, or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Tivvy be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or 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 Services or broadcast elsewhere.

With respect to your access and use of the Tivvy “sharing” feature, you additionally represent and warrant the following:

1. You have the rights to view the program you are creating a clip from; and

2. You are creating and using said clip for the purpose of commentary, criticism, parody, or for another fair use.

6. Restrictions on Use

YOU SHALL NOT:
1. Sublicense to, transfer, distribute or permit use of the Service or Content by, any third party;
2. Reverse engineer, decompile, copy or disassemble the Service or Content;
3. Export the Service or Content in violation of the export control laws of the United States of America and other countries;
4. Share your Account with any third party;
5. Use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Service in a manner that sends more request messages or algorithms to the Tivvy’s 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;
6. Collect or harvest any personally identifiable information, including account names, from the Service, nor to use the communication systems provided by the Service (e.g., comments) for any commercial solicitation purposes;
7. Post derogatory, inflammatory, obscene, or pornographic material of any kind;
8. Solicit, for commercial purposes, any users of the Service with respect to their Content;
9. Take any action that interferes with the proper working of the Service or Content.

Tivvy reserves the right to automatically terminate your account if you violate these restrictions and take any action regarding the Service or Content that Tivvy deems necessary.

7. Tivvy Rights

All right, title, and interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of Tivvy and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the Tivvy name or any of the Tivvy trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Tivvy, or the Services is entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

8. Your Rights

You retain your rights to any Content you originate and submit, post or display on or through the Service (“Your Content”). For the avoidance of doubt, your rights do not extend to anything that you have, clipped, or edited from the Content on the Service. You understand that Tivvy does not guarantee any confidentiality with respect to any Content you submit. By submitting, posting or displaying Your Content on or through the Services, you grant us a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, publish, transmit, display and distribute such Content in any and all media or distribution methods (now known or later developed). You agree that this license includes the right for Tivvy to make Your Content available to other companies, organizations or individuals who partner with TIvvy for the syndication, broadcast, distribution or publication of such Content on other media and services, subject to our terms and conditions for such Content use. Such additional uses by Tivvy, or other companies, organizations or individuals who partner with Tivvy, may be made with no compensation paid to you with respect to the Content that you submit, post, transmit or otherwise make available through the Services. We may modify or adapt your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media. You are responsible for your use of the Services, for any Content you provide, and for any consequences thereof, including the use of Your Content by other users and our third party partners. You understand that Your Content may be rebroadcasted by our partners and if you do not have the right to submit Content for such use, it may subject you to liability. Tivvy will not be responsible or liable for any use of your Content by Tivvy in accordance with these Terms. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit. Tivvy does not permit copyright infringement and/or the infringement of intellectual property rights on the Service, and Tivvy will remove any Content if properly notified that such Content infringes on another’s intellectual property rights. Tivvy reserves the right to remove Content without prior notice.

9. Limitation of Liability

USER EXPRESSLY UNDERSTANDS AND AGREES THAT LICENSEE SHALL NOT BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY THEREOF), AND INCLUDING DAMAGES RESULTING FROM: (1) ANY DOCUMENT OR TRANSACTION SENT THROUGH THE SERVICE WHERE LICENSEE WAS NOT A DIRECT PARTY; (2) THE USE OR INABILITY TO USE THE SERVICE, INCLUDING ERRORS, INTERRUPTIONS OR DELAYS; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF USER’S DOCUMENTS OR TRANSMISSIONS; OR (4) ANY OTHER MATTER RELATING TO THE SERVICE. LICENSEE’S LIABILITY SHALL NOT EXCEED, IN THE AGGREGATE, A SUM EQUAL TO THE AMOUNT OF FEES (IF ANY) PAID FOR USING THE SERVICE UNDER THIS AGREEMENT.

10. Disclaimer of Warranty

USER EXPRESSLY UNDERSTAND AND AGREE THAT USER’S USE OF THE SERVICE IS AT USER’S SOLE RISK. LICENSEE PROVIDES THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS. LICENSEE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. LICENSEE DOES NOT WARRANT AND EXPRESSLY DISCLAIMS THAT (1) THE SERVICE WILL MEET USER’S REQUIREMENTS; (2) THE SERVICE WILL BE UNINTERRUPTED, RELIABLE, TIMELY, SECURE, ERROR-FREE OR FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, (3) ANY ERRORS ON THE LICENSEE WEB SITE OR SERVICE WILL BE CORRECTED; AND (4) THAT DOCUMENTS OR MATERIALS THAT USER STORE VIA THE SERVICE WILL REMAIN ACCESSIBLE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT USER’S SOLE DISCRETION AND RISK, AND USER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY USER FROM LICENSEE, OR THROUGH OR FROM THE LICENSEE WEB SITE OR SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.

11. Indemnification

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Tivvy, 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 Service; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Service.

12. Termination

We reserve the right in our sole discretion and at any time to terminate or suspend your membership and/or block your access to the website or mobile application for any reason including, without limitation if you have failed to comply with the letter and spirit of these Terms of Service. You agree that Tivvy, shall not be liable to you or any third party for any termination or suspension of your membership or for blocking your access to the website or mobile application.

If you become a registered user, you may terminate your membership at any time by sending an e-mail to help@tivvy.com

Any suspension or termination shall not affect your obligations to Tivvy under these Terms of Service. The provisions of these Terms of Service which by their nature should survive the suspension or termination of your membership or these Terms of Service shall survive including, but not limited to the rights and licenses that you have granted hereunder, indemnities, releases, disclaimers, limitations on liability, and provisions related to choice of law.

13. Amendment; Additional Terms

We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of the services or to modify these Terms of Service. In addition, we reserve the right to provide you with operating rules or Additional Terms that may govern your use of the website or mobile application generally, unique parts of the website or mobile application, or both (“Additional Terms”). Any Additional Terms that we may provide to you will be incorporated by reference into these Terms of Service. To the extent any Additional Terms conflict with these Terms of Service, the Additional Terms will control.

Modifications to these Terms of Service or Additional Terms will be effective immediately upon notice, either by posting on the website or mobile application or by notification by email or conventional mail. It is your responsibility to review the Terms of Service and the website or mobile application from time to time for any changes or Additional Terms. Your access and use of any the website or mobile application following any modification of these Terms of Use or the provision of Additional Terms will signify your assent to and acceptance of the same. If you object to any subsequent revision to the Terms of Service or to any Additional Terms, you may terminate your membership or, if you are not a User, your only recourse is to immediately discontinue use of the website or mobile application.

14. Sweepstakes and Contests

Tivvy may operate sweepstakes, contests and similar promotions (collectively, “Promotions”) through the Application or Services. You should carefully review the rules (e.g., the “Official Rules”) of each Promotion in which you participate through the Site or Services, as they may contain additional important information about Tivvy’s rights to and ownership of the submissions you make as part of the Promotions and as a result of your participation in such Promotion. To the extent that the terms and conditions of such Official Rules conflict with these Terms of Service, the terms and conditions of such Official Rules will control.

15. Miscellaneous

A. Governing Law

You agree the Service shall be deemed a passive Service that does not give rise to personal jurisdiction over Tivvy, either specific or general, in jurisdictions other than Delaware. These Terms of Service shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles.

B. Severability

If any provision of these Terms of Service shall be held illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over Terms of Service, the validity of the remaining portions or provisions hereof shall not be affected thereby.

C. Entire Agreement

These Terms of Service, together with the Privacy Notice at LINK, the Copyright Policy and Procedures herein and any other legal notices published by Tivvy on the Service, shall constitute the entire agreement between you and Tivvy concerning the Service.

D. No Assignment

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

E. Relationship of Parties

There is no relationship of agency, partnership, fiduciary relationship, joint venture, employment, or franchise between the parties. Neither party has the authority to bind the other or to incur any obligation on its behalf.

QUESTIONS AND CONTACT INFORMATION

If you would like to: access, correct, amend or delete any personal information we have about you, register a complaint, or simply want more information, contact us at help@tivvy.com or by mail at:

Tivvy
[Re: Terms of Service]
[6867 Elm St Suite 300 Mclean, VA 22101]