1. Your Acceptance
A. By using and/or visiting this website (collectively, including all content and functionality available through the TriFame.com domain name, the "TriFame Website", or "Website"), you signify your agreement to comply with and/or be bound by: (i) these terms and conditions (the "Terms of Service"): (ii) TriFame's™ Privacy Notice, located HERE and incorporated herein by reference (the “Privacy Notice”); and (iii) TriFame's™ Community Guidelines, located HERE and also incorporated herein by reference (the “Community Guidelines”)(the Terms of Service, the Privacy Notice, and the Community Guidelines, collectively, the “Terms and Conditions”). Entering the Website constitutes your acceptance to comply with and be bound by the Terms and Conditions.
B. Although TriFame™ 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 HERE . TriFame™ may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by any such modifications or revisions. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
2. TriFame™ Website
A. These Terms of Service apply to all users of the TriFame™ Website, including users who are also contributors of video content, audio content, information, and other materials or services on the Website (collectively, the “Content”). The TriFame™ Website includes all aspects of TriFame™, including but not limited to all products, software and services offered via the Website.
B. The TriFame™ Website may contain links to third party websites that are not owned or controlled by TriFame™. TriFame™ has no control over, and assumes no responsibility for, the Content, privacy policies, or practices of any third party websites. In addition, TriFame™ will not and cannot censor or edit the Content of any third-party site. By using the Website, you expressly relieve TriFame™, and its affiliates, successors, contractors, agents and assigns, and the officers, directors, members and employees of the foregoing (collectively, the “TriFame™ Entities”) from any and all liability arising from your use of any third-party website.
3. TriFame™ Accounts
A. In order to access some features of the Website, you will have to create a TriFame™ account (an “Account”). You may never use a third-party’s Account without that party’s express authorization. When creating your Account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your Account, and you must keep you’re Account password secure. You must promptly notify TriFame™ of any breach of security or unauthorized use of your Account.
B. Although TriFame™ will not be liable for your losses caused by any unauthorized use of your Account, you may be liable to TriFame™ or others for damage caused by such unauthorized uses of your Account.
4. General Use of the Website - Permissions and Restrictions
TriFame™ hereby grants you permission to access and use the Website as set forth in these Terms of Service, provided that:
A. You agree not to distribute in any medium any part of the Website, including but not limited to User Submissions (defined below), without TriFame's™ prior written authorization, which authorization may be withheld by TriFame™ in its sole, absolute discretion.
B. You agree not to alter or modify any part of the Website, including but not limited to TriFame's™ technologies.
C. You agree not to access User Submissions or TriFame™ Content (defined below) through any technology or means other than the video playback pages of the Website itself, or other explicitly authorized means TriFame™ may designate from time to time.
D. You agree not to use the Website for any commercial use, without the prior written authorization of TriFame™, which authorization TriFame™ may withhold in its sole, absolute discretion. Prohibited commercial uses include, but will not be limited to, any of the following actions taken without TriFame's™ express approval:
- sale or lease of access to the Website or its related services on another website;
- use of the Website or its related services for the primary purpose of generating ad-based or subscription-based revenue;
- the sale of advertising, on the TriFame™ website or any third-party website, targeted to the Content of specific User Submissions or TriFame™ Content; and
- any use of the Website or its related services that TriFame™ finds, in its sole discretion, to use TriFame's™ resources or User Submissions with the effect of competing with or displacing the market for TriFame™, TriFame™ Content, or its User Submissions.
E. Prohibited commercial uses do not include:
- uploading original audio-only, or audiovisual materials to the Website to promote your business or artistic enterprise;
- any use that TriFame™ expressly authorizes in writing.
F. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Website in a manner that sends more request messages to the TriFame™ 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, TriFame™ 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. TriFame™ 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 account names, from the Website, nor to use the communication systems provided by the Website (e.g. comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website with respect to their User Submissions.
G. In connection with your use of the Website, you will comply with the Terms and Conditions, as well as all applicable local, state, federal and international laws and regulations.
H. TriFame™ reserves the right to discontinue any aspect of the TriFame™ Website at any time, without notice to you.
5. Your Use of Content on the Site
In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Content on the TriFame™ Website.
A. The Content on the TriFame™ Website, except all User Submissions, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Trifame™ Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to TriFame™, subject to copyright and other intellectual property rights under the law. Trifame™ Content on the Website is provided to you AS IS for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of its respective owners and TriFame™, which consent may be withheld by the owners and TriFame™, in their sole, absolute, discretion. TriFame™ reserves all rights not expressly granted in and to the Website and the Trifame™ Content.
B. You may access User Submissions solely:
- for your information and personal use;
- as intended through the normal functionality of the TriFame™ Service; and
- for "on demand", non-downloadable Streaming by you (or any end-user),
"Streaming" means a contemporaneous digital transmission of an audiovisual work via the Internet from the TriFame™ Service to a user's device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the user. Accessing User Content (defined below) for any purpose or in any manner other than Streaming is expressly prohibited. User Content is made available "as is."
C. User Comments (defined below) are made available to you for your information and personal use solely as intended through the normal functionality of the TriFame™ Service. User Comments are made available "as is", and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, downloaded, or otherwise exploited in any manner not intended by the normal functionality of the TriFame™ Service or otherwise as prohibited under this Agreement.
D. You may access TriFame™ Content, User Submissions and other Content only as permitted under this Agreement. TriFame™ reserves all rights not expressly granted in and to the TriFame™ Content and the TriFame™ Service.
E. You agree to refrain from engaging in the use, copying, or distribution of Content other than as expressly authorized hereunder, including any use, copying, or distribution of User Submissions to third parties obtained through the Website for any commercial purposes.
F. You agree not to circumvent, disable or otherwise interfere with security-related features of the TriFame™ Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the TriFame™ Website or the Content therein.
G. You understand that when using the TriFame™ Website, you will be exposed to User Submissions from a variety of sources, and that TriFame™ is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are factually 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 TriFame™ with respect thereto, and agree to indemnify and hold the TriFame™ Entities harmless to the fullest extent allowed by law regarding all matters related to your use of the Website.
6. Your User Submissions and Conduct
A. As a TriFame™ Account holder you may, at your sole cost and expense, submit to TriFame™ audio sound recordings, audiovisual recordings, still photographs, and other visual content (collectively "User Content") and originally composed textual content ("User Comments") to Exploit (defined below) on the Website (User Content and User Comments are collectively referred to as "User Submissions"). You understand that whether or not such User Submissions are published, TriFame™ does not guarantee any confidentiality with respect to any User Submissions.
B. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing the same. In connection with User Submissions, you affirm, represent, and/or warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize TriFame™ to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service, and that TriFame’s™ exercise of the rights granted to it by you hereunder will not infringe on the rights of third parties.
C. For the avoidance of doubt, you shall retain all of your intellectual property rights in and to your User Submissions. However, by submitting User Submissions to TriFame™, you hereby grant TriFame™ a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, broadcast and publicly perform (collectively, “Exploit”) the User Submissions in connection with the TriFame™ Website and TriFame™ Entities business, including without limitation for promoting and redistributing part or all of the User Submissions (and derivative works thereof, which you hereby irrevocably authorize) in any media formats and through any media channels now or hereafter known. You also hereby grant each Account-holder of the TriFame™ Website a non-exclusive license to access your User Submissions through the Website, and to Exploit such User Submissions as permitted through the functionality of the Website and under these Terms of Service. The above licenses granted by you in User Content shall terminate within a commercially reasonable period following your removal or deletion of your User Content from the TriFame™ Service. The above licenses granted by you in User Comments are perpetual and irrevocable.
D. In connection with User Submissions, you further agree that you will not submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant TriFame™ all of the Publishing Rights granted herein.
E. You further agree that you will not, in connection with User Submissions, submit material that is contrary to the TriFame™ Community Guidelines, which may be updated from time to time, or contrary to applicable local, state, federal and international laws and regulations.
F. TriFame™ does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and TriFame™ expressly disclaims any and all liability in connection with User Submissions. TriFame™ does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and TriFame™ will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. TriFame™ reserves the right to remove Content and User Submissions without prior notice.
7. Account Termination Policy
A. TriFame™ will terminate a User's access to its Website if, under appropriate circumstances, they are determined to be a repeat infringer.
B. TriFame™ reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. TriFame™ may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.
8. Digital Millennium Copyright Act
A. If you are a copyright owner or an agent or designee thereof and believe that any User Submission or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- 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;
- 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;
- Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
- A statement that you have 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; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
TriFame's™ designated Copyright Agent to receive notifications of claimed infringement is: Navid Zolfaghari, 488 University Avenue, Suite 211, Palo Alto, CA 94301, email: email@example.com. For the avoidance of doubt, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to TriFame™ customer service through our Contact Us page. You acknowledge that if you fail to comply with all of the requirements of this Paragraph 8(A), your DMCA notice may not be valid.
B. Counter-Notice. If you believe that your User Submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the Content in your User Submission, you may send a counter-notice containing the following information to the Copyright Agent:
- Your physical or electronic signature;
- Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
- A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
- Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal or state court situated in Miami-Dade County, Florida, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, TriFame™ may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at TriFame's™ sole discretion.
9. Warranty Disclaimer
YOU AGREE THAT YOUR USE OF THE TRIFAME™ WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TRIFAME™ ENTITIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. TRIFAME™ ENTITIES MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE'S CONTENT, THE USER SUBMISSIONS OR THE CONTENT OF ANY SITES LINKED TO THE WEBSITE AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR USER SUBMISSION OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT OR USER SUBMISSION POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. TRIFAME™ ENTITIES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE TRIFAME™ WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND TRIFAME™ 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
IN NO EVENT SHALL TRIFAME™ ENTITIES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (F) 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 TRIFAME™ WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT YOU ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT TRIFAME™ SHALL NOT BE LIABLE FOR USER SUBMISSIONS 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 Website is controlled and offered by TriFame™ from its facilities in the United States of America. TriFame™ makes no representations that the TriFame™ Website is appropriate or available for use in other territories or jurisdictions. Those who access or use the TriFame™ Website from other jurisdictions do so at their own volition and are responsible for compliance with local law.
You agree to defend, save, indemnify and hold harmless TriFame™ Entities 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: (A) your use of and access to the TriFame™ Website; (B) your violation of any term of these Terms of Service; (C) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (D) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the TriFame™ Website.
12. Ability to Accept Terms of Service
you are domiciled; or (B) you are at least 18 years of age; or (C) you are an emancipated minor; or (D) you possess legal parental or guardian consent, and are fully able and competent to enter into and comply with 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. Furthermore, and without limitation of anything in this Paragraph 12, you affirm that you are over the age of 13, as the TriFame™ Website is not intended for children under 13. If you are under 13 years of age, then please do not use the TriFame™ Website.
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by TriFame™ without restriction.
You agree that: (A) the TriFame™ Website shall be deemed solely based in Florida; and (B) the TriFame™ Website shall be deemed a passive website that does not give rise to personal jurisdiction over TriFame™, either specific or general, in jurisdictions other than Florida. These Terms of Service shall be governed by the internal substantive laws of the State of Florida, without respect to its conflict of laws principles. Any claim or dispute between you and TriFame™ that arises in whole or in part from the TriFame™ Website shall be decided exclusively by a court of competent jurisdiction located in Miami Dade County, Florida. These Terms of Service, together with the Privacy Notice at http://www.TriFame.com/privacy and any other legal notices published by TriFame™ on the Website, shall constitute the entire agreement between you and TriFame™ concerning the TriFame™ Website. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and TriFame's™ failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. TriFame™ reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the TriFame™ Website following any amendment of these Terms of Service will signify your assent to comply with and be bound by such revised terms. YOU AND TRIFAME™ AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TRIFAME™ WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY TIME BARRED.