Last Updated: Wednesday, 28 August 2013 16:36
1. Your Acceptance
By using or visiting the Noxidsoft website or any Noxidsoft products, software, data feeds, and services provided to you on, from, or through the Noxidsoft website (collectively the "Service") you signify your agreement to (1) these terms and conditions (the "Terms of Service"), and also incorporated herein by reference. If you do not agree to any of these terms, please do not use the Service. The Service is provided by Noxidsoft, which, along with its products and services, is referred to as “Noxidsoft” or "Membership" in these Terms of Service.
Although we may attempt to notify you when major changes are made to these Terms of Service, you should periodically review the most up-to-date version included here. Noxidsoft may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits.
These Terms of Service apply to all users of the Service, including users who are also contributors of Content on the Service. “Content” includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Service. The Service includes all aspects of Noxidsoft, including but not limited to all products, software and services offered via the Noxidsoft website, and other applications.
The Service may contain links to third party websites that are not owned or controlled by Noxidsoft. Noxidsoft has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, Noxidsoft will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly relieve Noxidsoft from any and all liability arising from your use of any third-party website.
3. Noxidsoft Memberships
In order to access some features of the Service, you will have to create a Noxidsoft membership. You may never use another's membership without permission. When creating your membership, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your membership, and you must keep your membership password secure. You must notify Noxidsoft immediately of any breach of security or unauthorized use of your membership.
Although Noxidsoft will not be liable for your losses caused by any unauthorized use of your membership, you may be liable for the losses of Noxidsoft or others due to such unauthorized use.
4. General Use of the Service—Permissions and Restrictions
Noxidsoft hereby grants you permission to access and use the Service as set forth in these Terms of Service, provided that:
You agree not to distribute in any medium any part of the Service or the Content without Noxidsoft's prior written authorization, unless Noxidsoft makes available the means for such distribution through functionality offered by the Service (such as the Embeddable Player).
You agree not to alter or modify any part of the Service.
You agree not to access Content through any technology or means other than the video playback pages of the Service itself, the Embeddable Player, or other explicitly authorized means Noxidsoft may designate.
You agree not to use the Service for any of the following commercial uses unless you obtain Noxidsoft's prior written approval:
the sale of access to the Service;
the sale of advertising, sponsorships, or promotions placed on or within the Service or Content; or
the sale of advertising, sponsorships, or promotions on any page of an ad-enabled blog or website containing Content delivered via the Service, unless other material not obtained from Noxidsoft appears on the same page and is of sufficient value to be the basis for such sales.
Prohibited commercial uses do not include:
uploading an original video to Noxidsoft, or maintaining an original channel on Noxidsoft, to promote your business or artistic enterprise;
showing Noxidsoft videos through the Embeddable Player on an ad-enabled blog or website, subject to the advertising restrictions set forth above in Section 4.D; or
any use that Noxidsoft expressly authorizes in writing.
(For more information about what constitutes a prohibited commercial use, contact us.)
If you use the Embeddable Player on your website, you may not modify, build upon, or block any portion or functionality of the Embeddable Player, including but not limited to links back to the Noxidsoft website.
If you use the Noxidsoft Uploader, you agree that it may automatically download and install updates from time to time from Noxidsoft. These updates are designed to improve, enhance and further develop the Uploader and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Noxidsoft to deliver these to you) as part of your use of the Uploader.
You agree not to 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 to the Noxidsoft 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. Notwithstanding the foregoing, Noxidsoft grants the operators of public search engines permission to use spiders to copy materials from the site 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. Noxidsoft reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including membership names, from the Service, nor to use the communication systems provided by the Service (e.g., comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Service with respect to their Content.
In your use of the Service, you will comply with all applicable laws.
Noxidsoft reserves the right to discontinue any aspect of the Service at any time.
5. Your Use of Content
In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Content.
The Content on the Service, and the trademarks, service marks and logos ("Marks") on the Service, are owned by or licensed to Noxidsoft, subject to copyright and other intellectual property rights under Commonwealth law.
Content is provided to you AS IS. You may access Content for your information and personal use solely as intended through the provided functionality of the Service and as permitted under these Terms of Service. You shall not download any Content unless you see a “download” or similar link displayed by Noxidsoft on the Service for that Content. With the exception of GPL license where marked or stated, you shall not copy, reproduce, make available online or electronically transmit, publish, adapt, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of Noxidsoft or the respective licensors of the Content. Noxidsoft and its licensors reserve all rights not expressly granted in and to the Service and the Content.
You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein.
You understand that when using the Service, you will be exposed to Content from a variety of sources, and that Noxidsoft 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, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Noxidsoft with respect thereto, and, to the extent permitted by applicable law, agree to indemnify and hold harmless Noxidsoft, its owners, operators, affiliates, licensors, and licensees to the fullest extent allowed by law regarding all matters related to your use of the Service.
6. Your Content and Conduct
As a Noxidsoft membership holder you may submit Content to the Service, including videos and user comments where that functionality exists in the website or service. You understand that Noxidsoft does not guarantee any confidentiality with respect to any Content you submit.
You shall be solely responsible for your own Content and the consequences of submitting and publishing your Content on the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish Content you submit; and you license to Noxidsoft all patent, trademark, trade secret, copyright or other proprietary rights in and to such Content for publication on the Service pursuant to these Terms of Service.
For clarity, you retain all of your ownership rights in your Content. However, by submitting Content to Noxidsoft, you hereby grant Noxidsoft a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, publish, adapt, make available online or electronically transmit, and perform the Content in connection with the Service and Noxidsoft's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Service a non-exclusive license to access your Content through the Service, and to use, reproduce, distribute, display, publish, make available online or electronically transmit, and perform such Content as permitted through the functionality of the Service and under these Terms of Service. The above licenses granted by you in video Content you submit to the Service terminate within a commercially reasonable time after you remove or delete your videos from the Service. You understand and agree, however, that Noxidsoft may retain, but not display, distribute, or perform, server copies of your videos that have been removed or deleted. The above licenses granted by you in user comments you submit are perpetual and irrevocable.
You further agree that Content you submit to the Service will not contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant Noxidsoft all of the license rights granted herein.
You further agree that you will not submit to the Service any Content or other material that is contrary to Noxidsoft's discretion, nor contrary to applicable local, national, and international laws and regulations.
Noxidsoft does not endorse any Content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and Noxidsoft expressly disclaims any and all liability in connection with Content. Noxidsoft does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and Noxidsoft will remove all Content if properly notified that such Content infringes on another's intellectual property rights. Noxidsoft reserves the right to remove Content without prior notice.
7. Membership Termination Policy
Noxidsoft will terminate a user's access to the Service if, under appropriate circumstances, the user is determined to be a repeat infringer.
Noxidsoft reserves the right to decide whether Content violates these Terms of Service for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive length. Noxidsoft may at any time, without prior notice and in its sole discretion, remove such Content and/or terminate a user's membership for submitting such material in violation of these Terms of Service.
8. Copyright Policy
Noxidsoft operates a clear copyright policy in relation to any Content alleged to infringe the copyright of a third party.
As part of Noxidsoft's copyright policy, Noxidsoft will terminate user access to the Website if a user has been determined to be a repeat infringer. A repeat infringer is a user who has been notified of infringing activity more than twice.
9. Warranty Disclaimer
YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, NOXIDSOFT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS EXCLUDE ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF. TO THE FULLEST EXTENT PERMITTED BY LAW, NOXIDSOFT EXCLUDES ALL WARRANTIES, CONDITIONS, TERMS OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND 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 AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR 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. NOXIDSOFT DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND NOXIDSOFT WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
10. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY AUSTRALIAN FEDERAL, COMMONWEALTH, STATE AND LOCAL LAW, IN NO EVENT SHALL NOXIDSOFT, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, LOSSES OR EXPENSES OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
WE UNDERSTAND THAT, IN SOME JURISDICTIONS, WARRANTIES, DISCLAIMERS AND CONDITIONS MAY APPLY THAT CANNOT BE LEGALLY EXCLUDED, IF THAT IS TRUE IN YOUR JURISDICTION, THEN TO THE EXTENT PERMITTED BY LAW, NOXIDSOFT LIMITS ITS LIABILITY FOR ANY CLAIMS UNDER THOSE WARRANTIES OR CONDITIONS TO EITHER SUPPLYING YOU THE SERVICES AGAIN (OR THE COST OF SUPPLYING YOU THE SERVICES AGAIN).
YOU SPECIFICALLY ACKNOWLEDGE THAT NOXIDSOFT SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
The Service is controlled and offered by Noxidsoft from its facilities in Queensland, Australia. Noxidsoft 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 responsible for compliance with local law.
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless Noxidsoft, 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. Ability to Accept Terms of Service
You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 16, as the Service is not intended for children under 16. If you are under 16 years of age, then please do not use the Service. There are lots of other great web sites for you. Talk to your parents about what sites are appropriate for you.
We provide these Terms of Service with our Service so that you know what terms apply to your use. You acknowledge that we have given you a reasonable opportunity to review these Terms of Service and that you have agreed to them.
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Noxidsoft without restriction.
You agree that: (i) the Service shall be deemed solely based in Queensland, Australia; and (ii) the Service shall be deemed a passive website that does not give rise to personal jurisdiction over Noxidsoft, either specific or general, in jurisdictions other than Queensland, Australia. You agree that the laws of Queensland, excluding Queensland’s choice of law rules, will apply to these Terms of Service. In addition, for any dispute arising out of or related to the Service, the parties consent to personal jurisdiction in, and exclusive venue of, the courts in Toowoomba, Queensland. These Terms of Service, together with the other legal notices published by Noxidsoft on the Service, shall constitute the entire agreement between you and Noxidsoft concerning the Service. If it turns out that a particular term is not enforceable, this will not affect any other terms. No waiver of any term of this Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and Noxidsoft's failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. YOU AND NOXIDSOFT AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.