2.Disputes; Arbitration If you have any dispute with or claim against us or any of our affiliates, or if we have a dispute with or claim against you, in either case arising out of or relating to the Services or these Terms (a "Claim"), and the Claim is not resolved by emailing our Customer Service department at email@example.com you and we each agree to attempt to resolve such Claim first through informal negotiation. If we do not resolve the Claim through informal negotiation, the Claim shall be resolved through binding arbitration or an individual action in small claims court in the U.S. county (or parish) of your residence or in Orange County, California. If neither of us chooses to resolve the Claim in small claims court, or the small claims court determines that it lacks jurisdiction to resolve the Claim, the Claim must be resolved solely and exclusively by binding arbitration. Class arbitrations and class actions are not permitted under any circumstances. You and we agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and we are each waiving the right to a trial by jury or to participate in a class action or class arbitration. This Section 2 shall survive termination of these Terms or any subscription that you may have to any of the Services. Before you or we commence an arbitration or file a small claims court action with respect to a Claim, you must first send to BSN a written notice of your Claim or we must send a written notice of our Claim to you ("Notice"). Your Notice must (1) be sent by certified mail; (2) be addressed to: BSN, Attn: Legal Department, 419 Main Street, Suite 130, Huntington Beach, CA 92648; (3) describe the nature of your Claim; and (4) specify the damages or other relief you seek. If we and you do not then resolve the Claim within 30 days after you receive a Notice of Receipt of the Claim, either you or we may commence an arbitration or file a small claims court action to resolve the Claim. Any such arbitration shall be administered by the JAMS Mediation, Arbitration, and ADR Services ("JAMS") in accordance with the JAMS Comprehensive Arbitration Rules and Procedures, as modified by the JAMS Consumer Arbitration Minimum Standards (the "JAMS Rules"). Contact information for JAMS, as well as copies of the JAMS Rules and applicable forms, are available at http://www.jamsadr.com . In circumstances in which the JAMS Rules provide for an in-person hearing, such hearing will take place in the U.S. County (or parish) of your residence, or otherwise in Orange County, California. Payment of the parties' costs and fees owed to JAMS will be determined by the JAMS Rules and fee schedule and will be subject to any limitations on the costs and fees owed by you under the JAMS Consumer Arbitration Minimum Standards. You and we agree that, under JAMS Comprehensive Rule 6(e), any arbitration commenced by you or by us shall be consolidated with any other arbitration(s) submitted to JAMS if and only if the arbitrations: (a) involve the same legal claims or causes of action; (b) involve common issues of fact and law; (c) were filed by the same attorney(s) or law firm; and (d) are at a similar procedural stage. However, class or representative arbitrations are not permitted under any circumstances.
3. Additional Terms Additional terms may apply to your use of certain Services. We will provide these terms to you or post them on the Services to which they apply, and they are incorporated by reference into these Terms. If there is a conflict between these Terms and any additional terms that apply to a particular Service, the additional terms will control. Sweepstakes, contests, and promotions on the Services may also have additional rules and eligibility requirements, such as certain age or geographic area restrictions. You are responsible for complying with these rules and requirements.
4. Registration and Access Controls You must be 18 or older to create an account. If we request registration information from you to set up a user account, you must provide us with accurate and complete information and must update the information when it changes. You may not access any age-restricted Services unless you are above the required age. You are responsible for maintaining the confidentiality of your user account login names and passwords, and must not permit use of your account by anyone other than members of your household. You accept responsibility for all activities, charges, and damages that occur under your account, including use of your account by other members of your household, and unauthorized use of your account. If you have reason to believe that someone is using your account without your permission, you should contact us immediately. We are not responsible for any loss or damage resulting from unauthorized use.
5. Intellectual Property; License The audio and video materials, photographs, text, graphics, logos, layouts, designs, interfaces, software, data and other content associated with the Services ("Content") are protected by intellectual property and other laws in the U.S. and in other countries. You must comply with all such laws and applicable copyright, trademark or other legal notices or restrictions. You shall not remove or alter any copyright, trademark, or other legal notices marked on the Content. As between you and BSN, BSN will retain all right, title, and interest in and to the Services and the Content. No transfer of ownership to any portion of the Content shall be made as a result of any access you are granted. Except as specifically provided below, we reserve all rights to the Services and Content. You are only permitted to access and view the Content for personal, non-commercial purposes in accordance with these Terms, and may not build a business or other enterprise utilizing any of the Content, whether for profit or not. Except as provided in Section 5(a) or otherwise expressly authorized by us in writing, you may not either directly or through the use of any software, device, internet site, web-based service or other means download, stream capture, store in a database, archive or otherwise copy any part of the Services or Content; upload, sell, rent, lease, lend, broadcast, transmit or otherwise disseminate, distribute, display or perform any part of the Services or Content; license or sublicense any part of the Services or Content; or in any way exploit any part of the Services or Content. In addition, except as provided in Section 5(a) or otherwise expressly authorized by us in writing, you are strictly prohibited from modifying Content; creating, distributing or advertising an index of any significant portion of the Content; or otherwise creating derivative works or materials that otherwise are derived from or based in any way on the Content, including mash-ups and similar videos, montages, translations, desktop themes, fonts, icons, wallpaper, greeting cards, and merchandise. This prohibition from creating derivative works is applicable even if you intend to give away the derivative material free of charge. Without limiting the foregoing, you may not modify, interfere with, enhance, remove, or otherwise alter in any way any portion of the BSN video player (the "Video Player"); any of the Video Player's underlying technology; or any digital rights management mechanism, device, or other content protection or access control measure incorporated into the Video Player. This restriction includes, without limitation, disabling, modifying, reverse engineering, interfering with or otherwise circumventing the Video Player in any manner that enables users to view Content without: (i) visibly displaying both the Video Player and all surrounding elements (including the graphical user interface, any advertising, copyright notices, and trademarks) of the webpage where the Video Player is located; and (ii) having full access to all functionality of the Video Player, including, without limitation, all video quality and display functionality and all interactive, elective or click-through advertising functionality. a. Viral Distribution We may expressly authorize you to redistribute certain Content on a personal, non- commercial basis. We will identify the Content that you are authorized to redistribute and describe ways you may redistribute it (such as via email, social media posts, blogs, or embedded players, or by producing Mash-Ups). We may revoke this authorization at any time. If you redistribute such Content, you must be able to edit or delete such publicly posted Content and you must edit or delete it promptly upon our request. When expressly authorized by us in writing, you may embed videos using the Video Player, provided you do not embed the Video Player on any website or other location that (i) contains or hosts content that is inappropriate, profane, vulgar, offensive, false, disparaging, defamatory, obscene, illegal, infringing, threatening, sexually explicit, racist, that promotes violence, racial hatred, or terrorism, or that we deem, in our sole discretion, to be otherwise objectionable or (ii) links to infringing or unauthorized content, or any content described in (i). You may not embed the Video Player into any hardware or software application, even for non-commercial purposes. As determined by us in our sole discretion, we reserve the right to prevent embedding to any website or other location that we find inappropriate or otherwise objectionable as determined by us in our sole discretion. b. Commercial Licenses You must obtain our written permission for commercial use of the Content or the Services. If you wish to license Content from the Services, please contact us at firstname.lastname@example.org. c. Dated Materials Content offered through the Services or in links from the Services is dated as of the date originally issued or indicated on the Content and may no longer be accurate. We assume no obligation to update such Content.
6. Legal Complaints We respect intellectual property rights. If you believe that Content on the Services infringes your copyright, please contact us at email@example.com . If you have a legal complaint other than a copyright claim, please contact us at firstname.lastname@example.org.
7. User Submissions Some of the Services may allow you to submit or transmit audio, video, text, or other materials, including so-called "user generated content" and "feedback" (collectively, "User Submissions'') to or through the Services. When you provide User Submissions, you grant to BSN and its affiliates and partners a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, fully sublicensable license to use, reproduce, archive, edit, translate, create derivative works of, make available, distribute, sell, display, perform, transmit, broadcast and in any other way exploit those User Submissions, and any names, voices, likenesses and other identifying information of persons that is part of those User Submissions, in any form, media, software, or technology of any kind now known or developed in the future, including, without limitation, for developing, manufacturing, and marketing products. You hereby waive any moral rights you may have in your User Submissions. We respect your ownership of User Submissions. If you owned a User Submission before providing it to us, you will continue owning it after providing it to us, subject to any rights granted in these Terms and any access granted to others. Please note that if you delete a User Submission from the Services: The User Submission may still exist in our backup copies, which are not publicly available. If your User Submission was shared with third parties, those third parties may have retained copies of your User Submissions, and neither we nor our affiliates have any responsibility for any uses of your User Submission that they might make. We retain the license specified above. Thus, for example, if we or one of our sublicensees obtained your user Submission for use in creating a derivative work before you deleted it, we or our sublicensee would remain free to complete the creation of that derivative work and thereafter exploit that derivative work for all purposes and at all times. We may refuse or remove a User Submission without notice to you. However, we have no obligation to monitor User Submissions, and you agree that neither we nor our affiliates will be liable for User Submissions or any loss or damage resulting from User Submissions. We do not guarantee that User Submissions will be private, even if the User Submission is in a password-protected area. Accordingly, you should not provide User Submissions that you want protected from others. You bear all responsibility for your User Submissions. You represent and warrant that you have all rights necessary to grant to BSN the license above and that your User Submissions do not violate Section 11.
8. Subscription & Fee-Based Services; Cancellation The Service provides subscription options. We reserve the right to change the pricing of all Services at any time. In the event of a price change, we will post the new pricing on the relevant Service and attempt to notify you by sending an email to the address you have registered. Billing for all mobile subscription services will be governed by the Mobile Features section of these Terms (Section 10) unless the terms of the subscription say otherwise. We may offer trial subscriptions to paid Services for free or at special discounted prices. Unless otherwise stated, these trial subscriptions will automatically become paying subscriptions at the current subscription rate if you do not cancel before the end of the trial period. You may cancel your subscription at any time through your account settings, effective upon the next billing cycle. For example, if you have a monthly subscription renewing the first day of every month, and you cancel on June 15, your account will be canceled effective July 1, and you will retain access to the Services until that effective date.
10. Mobile Features In addition to the general terms applicable to the Services, the following terms apply to Services designed for wireless devices ("Mobile Features"), which we offer only to users who are 18 years of age or older and located in the fifty U.S. states or the District of Columbia unless otherwise noted. Your wireless provider may charge for use of Mobile Features, including fees for receipt of text messages or data transmission. In order to receive Mobile Features, your wireless provider may require you to subscribe to additional services, which may require additional fees. These fees are not charged by us, and you should contact your wireless provider before you sign up for Mobile Features to determine what fees, if any, will be charged. In addition, you agree that we may arrange for Mobile Features billing through your wireless provider and that your wireless provider may invoice you for the applicable fees or deduct them from your pre-paid balance. You may not transfer or copy any Content from the wireless device on which you originally received Content to any other device, including, without limitation, any computer or another wireless device. To cancel a Mobile Feature that involves a subscription fee, you must follow the instructions included in the terms and conditions applicable to that Mobile Feature; otherwise, you will continue to incur subscription charges. If you stop a subscription- based Mobile Feature in the middle of a billing cycle, you will not receive a refund for that billing cycle.
11. Acceptable Use Without limiting any other provision in these Terms, you agree not to do the following, or assist others to do the following: ● Access the Services using any interface other than ours. ● Maintain any link to the Services that we ask you to remove, in our sole discretion. ● Frame the Services or Content, make the Services or Content available via in-line links, otherwise display the Services or Content in connection with an unauthorized logo or mark, or do anything that could falsely suggest a relationship between BSN or its affiliates and any third party or potentially deprive us of revenue (including, without limitation, revenue from advertising, branding, or promotional activities). ● Threaten, defame, stalk, abuse, or harass other persons or engage in illegal activities, or encourage conduct that would constitute a criminal offense or give rise to civil liability. ● Transmit any material that is inappropriate, profane, vulgar, offensive, false, disparaging, defamatory, obscene, illegal, sexually explicit, racist, that promotes violence, racial hatred, or terrorism, or that we deem, in our sole discretion, to be otherwise objectionable. ● Violate any person's or entity's legal rights (including, without limitation, intellectual property, privacy, and publicity rights), transmit material that violates or circumvents such rights, or remove or alter intellectual property or other legal notices. ● Transmit files that contain viruses, spyware, adware, or other harmful code. ● Advertise or promote goods or services without our permission (including, without limitation, by sending unsolicited email). ● Interfere with others using the Services or otherwise disrupt the Services. ● Disassemble, decompile or otherwise reverse engineer any software or other technology included in the Content or used to provide the Services. ● Transmit, collect, or access personally identifiable information about other users without the consent of those users and BSN. ● Engage in unauthorized spidering, "scraping," data mining or harvesting of Content, or use any other unauthorized automated means to gather data from or about the Services. ● Impersonate any person or entity or otherwise misrepresent your affiliation or the origin of materials you transmit. ● Remove, avoid, interfere with, or otherwise circumvent any access control measures for the Services or Content, including password-protected areas and geo-filtering mechanisms, or any digital rights management measures used in connection with Content. ● Access any portion of the Services that we have not authorized you to access (including password-protected areas), link to password-protected areas, attempt to access or use another user's account or information, or allow anyone else to use your account or access credentials. ● If you violate this Section 11, we may terminate your access to the Services without notice, and take any other actions or seek any remedies permitted by law.
12. Access to Services and Accounts We may take any of the following actions in our sole discretion at any time, and without giving you prior notice: ● Change or discontinue the Services. ● Change how we offer and operate Services (e.g., to begin charging a fee to access features or Content that we previously made available without charge). ● Remove Content from the Services. ● Restrict, suspend or terminate your access to one or more Services or features thereof. ● Deactivate your accounts and delete all related information and files in your accounts. We will not be liable to you or any third party for taking any of these actions and we will not be limited to the remedies above if you violate these Terms. If we terminate your access to any of the Services, you must immediately stop using such Service. However, if you have paid for a subscription, and we discontinue the Service before the end of a paid subscription period, or we terminate your account before the end of a paid subscription period for reasons other than your breach of these Terms, we will refund a prorated portion of the applicable subscription fee corresponding to the portion of the paid subscription period for which our action caused you not to have access to the relevant Service . If we terminate your access to a paid Service because you breached these Terms, you will not be entitled to any refund.
13. Indemnification You will defend, indemnify and hold harmless BSN, its affiliates, and their respective directors, officers, employees, shareholders, vendors, partners, contractors, agents, licensors or other representatives and all of their successors and assigns (collectively, the "BSN Parties") with respect to all third party claims, costs (including attorney's fees and costs), damages, liabilities, and expenses or obligations of any kind, arising out of or in connection with your use or misuse of the Services (including, without limitation use of your account, whether or not authorized by you, and claims arising from User Submissions). BSN retains the right to assume the exclusive defense and control of any claim subject to indemnification, and in such cases you agree to cooperate with us to defend such claim. You may not settle any claim covered by this Section 13 without BSN's prior written approval.
14. Disclaimers; Limitation of Liability BSN DOES NOT WARRANT: (1) THAT THE SERVICES, ANY OF THE SERVICES' FUNCTIONS OR ANY CONTENT WILL BE UNINTERRUPTED OR FREE OF ERRORS OR OMISSIONS; (2) THAT DEFECTS WILL BE CORRECTED; (3) THAT THE SERVICES OR THE SERVERS HOSTING THEM ARE FREE OF VIRUSES OR OTHER HARMFUL CODE; OR (4) THAT THE SERVICES OR INFORMATION AVAILABLE THROUGH THE SERVICES WILL CONTINUE TO BE AVAILABLE. BSN SHALL HAVE NO LIABILITY FOR ANY SUCH ISSUES. BSN DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND AS TO QUALITY, AVAILABILITY AND SUBJECT MATTER OF CONTENT. THE SERVICES, INCLUDING ALL CONTENT AND FUNCTIONS MADE AVAILABLE ON OR ACCESSED THROUGH OR SENT FROM THE SERVICES, ARE PROVIDED "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." YOUR ACCESS TO AND USE OF THE SERVICES (INCLUDING THEIR FUNCTIONS AND CONTENT) IS AT YOUR RISK. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE ACCESSING AND USING THE SERVICES. BSN WILL NOT BE LIABLE FOR ANY FAILURE OR DELAY IN THEIR PERFORMANCE DUE TO ANY CAUSE BEYOND THEIR REASONABLE CONTROL, INCLUDING ACTS OF WAR, ACTS OF GOD, ACTS OF THIRD PARTIES, EARTHQUAKE, FLOOD, EMBARGO, RIOT, SABOTAGE, LABOR SHORTAGE OR DISPUTE, GOVERNMENTAL ACT, POWER FAILURE OR FAILURE OF THE INTERNET OR COMPUTER EQUIPMENT. YOU ACKNOWLEDGE AND AGREE THAT IF YOU INCUR ANY DAMAGES THAT ARISE OUT OF BSN’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, ARE NOT IRREPARABLE AND ARE NOT SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF RESTRICTING OPERATION OF THE SERVICES OR ANY OTHER SERVICE, PROPERTY, PRODUCT, PROGRAM, TELEVISION SHOW, MOTION PICTURE, OR OTHER CONTENT OWNED OR CONTROLLED BY BSN.
15. Governing Law, Venue, and Jurisdiction These Terms and all claims as between you and us arising from or related to your use of the Services will be governed by and construed in accordance with the laws of the State of California, except California's conflict of law rules. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, if applicable. With respect to any disputes or claims not subject to arbitration or small claims court (as set forth in Section 2 above), you agree to jurisdiction in the state and federal courts in Orange County, California . Regardless of any statute or law to the contrary, you must file any claim or action related to use of the Services or these Terms within one year after such claim or action accrued. Otherwise, you will waive the claim or action.