Effective as of April 5, 2013
Acceptance of Terms
Permission to Use the Site
Subject to all of the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, personal license to access the OnLive Websites and view our Content (as defined below). We reserve all rights not expressly granted herein in the OnLive Websites and the Content (as defined below). We may terminate this license at any time for any reason or no reason.
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the OnLive Websites in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots”, “spiders”, or “offline readers”, to access the OnLive Websites in a manner that sends more request messages to our servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) using any “bot”, spider, site search/retrieval tool or utility, or any other manual or automated technique, to collect, extract, index, mine, or otherwise seek to obtain any data or information from OnLive, OnLive Websites, or any User, or in any manner compromise, degrade or circumvent the navigational structure or the presentation of the OnLive Websites, or the display or performance of the Content of the OnLive Websites; (v) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the OnLive Websites; (vi) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vii) uploading invalid data, viruses, worms, or other software agents through the OnLive Websites; (viii) collecting or harvesting any personally identifiable information from the OnLive Websites (ix) using the OnLive Websites for any commercial solicitation purposes; (x) using the OnLive Websites or any Content or products obtained through the OnLive Websites for any resale or commercial use; (xi) collecting or using any product listings, descriptions, or prices on the OnLive Websites; (xii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (xiii) interfering with the proper working of the OnLive Websites; or, (xiv) bypassing the measures we may use to prevent or restrict access to the OnLive Websites. We may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the OnLive Websites without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement. You further understand and agree that OnLive has the right, but not the obligation, to remove in whole or in part any Content related to the OnLive Websites, including without limitation all data and Content residing on our servers, at any time for any or no reason, with or without notice and with no liability to us of any kind.
The OnLive Websites or portions thereof are subject to scheduled and unscheduled site interruptions. All aspects of the OnLive Websites are subject to change or elimination at our sole discretion. We reserve the right to interrupt the OnLive Websites with or without prior notice for any reason or no reason. You agree that OnLive is not liable to you for any interruption of the OnLive Websites or any portion thereof, or any delay or failure to provide the OnLive Websites or any portion thereof.
Our Proprietary Rights
The OnLive Websites and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, trademarks, trade names, photographs, audio, videos, and music (the “Content”), and all Intellectual Property Rights related thereto, are the exclusive property of OnLive, and our licensors.
Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or Content accessible on the OnLive Websites. Use of the Content or materials on the OnLive Websites for any purpose not expressly permitted by this Agreement is strictly prohibited.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and trade name rights, service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction worldwide.
Designated Agent Under The Digital Millennium Copyright Act
OnLive respects the intellectual property of others and we expect our users to do the same. If you are a copyright owner or authorized to act on behalf of a copyright owner and believe that any content or material provided through or in connection with the Websites infringes any copyright you own or for which you are authorized to act on behalf of the copyright owner, please provide OnLive’s Agent for Notice with written or electronic notice containing the following:
DMCA Notice of Alleged Infringement (“Notice”)
1. A description of the copyrighted work(s) you claim has been infringed.
2. A description of the allegedly infringing content or material, including the location on the Websites of the allegedly infringing content or material with sufficient detail to enable us to locate it on the Websites.
3. Your address, telephone number, and e-mail address.
4. Both of the following statements outlined in the Notice:
* “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.”
* “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner of, or authorized to act on behalf of the owner of, an exclusive right that is allegedly infringed.”
5. Your full legal name and your electronic or physical signature.
Please send all of the above to:
Copyright Agent c/o OnLive
1091 N Shoreline Blvd, Suite 100
Mountain View, CA 94043
Main: (650) 543-5500
Fax: (650) 543-5595
Or by e-mail to:
Eligibility/Representations and Warranties
You shall be solely responsible for your use of the OnLive Websites and all activity undertaken by you while visiting the OnLive Websites.
This OnLive Websites are intended solely for Users who are thirteen (13) years of age or older, and any registration, use or access to the OnLive Websites by anyone under 13 is unauthorized, unlicensed, and in violation of this Agreement. In connection with your use of the OnLive Websites, you affirm, represent and warrant, in addition to the other representations and warranties in this Agreement, the following: You are at least eighteen (18) years of age, or if you are under 18 years of age you are either 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 this Agreement, and to abide by and comply with this Agreement.
You agree to defend, indemnify and hold harmless OnLive, and its subsidiaries, agents, managers, partners, suppliers, advertisers, product and OnLive Website providers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys‘ and experts‘ fees) arising from: (i) your use of and access to the OnLive Websites, including any data or Content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties herein; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; and (iv) your violation of any law, rule or regulation of the United States or any other country.
THE ONLIVE WEBSITES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE ONLIVE WEBSITES IS AT YOUR OWN RISK. THE ONLIVE WEBSITES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ONLIVE, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE OPERATION OF THE ONLIVE WEBSITES OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE ONLIVE WEBSITES IS ACCURATE, RELIABLE OR CORRECT; THAT THE ONLIVE WEBSITES WILL MEET YOUR REQUIREMENTS; THAT THE ONLIVE WEBSITES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE ONLIVE WEBSITES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY INFORMATION, CONTENT, MATERIALS, OR PRODUCTS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE ONLIVE WEBSITES IS OBTAINED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES OR LOSSES, INCLUDING DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA, THAT RESULT FROM SUCH PROCUREMENT.
ONLIVE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR WEBSITES ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE ONLIVE WEBSITES OR ANY HYPERLINKED WEBSITE OR SITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND ONLIVE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SITES.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ONLIVE, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE ONLIVE WEBSITES. UNDER NO CIRCUMSTANCES WILL ONLIVE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE ONLIVE WEBSITES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ONLIVE ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES IN THE ONLIVE WEBSITES OR ANY SITES OR PRODUCTS OBTAINABLE FROM THE ONLIVE WEBSITES; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE ONLIVE WEBSITES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE ONLIVE WEBSITES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR ONLIVE WEBSITES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE ONLIVE WEBSITES; AND/OR (VII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ONLIVE’S LIABILITY AND THE LIABILITY OF EACH OF ITS OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, ADVERTISERS, LICENSORS, SUPPLIERS, SERVICE PROVIDERS AND OTHER CONTRACTORS TO YOU OR TO ANY THIRD PARTIES UNDER ANY CIRCUMSTANCE IS LIMITED TO A MAXIMUM AMOUNT OF TWENTY FIVE DOLLARS ($25) IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE ONLIVE WEBSITES.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ONLIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
You may not use, export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the OnLive Websites, in violation of any applicable laws or regulations, including, without limitation, United States export laws and regulations. The OnLive Websites are controlled and operated from facilities in the United States. We make no representations that the OnLive Websites or any portions thereof are appropriate or available for use in other locations. Those who access or use the OnLive Websites from other jurisdictions do so of their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the OnLive Websites if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the OnLive Websites are solely directed to individuals, companies, or other entities located in the U.S.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction.
A. Governing Law and Legal Actions. You agree that: (i) the OnLive Websites shall be deemed solely based in California; and (ii) the OnLive Websites shall be deemed a passive site(s) that does not give rise to personal jurisdiction over OnLive, either specific or general, in jurisdictions other than California. This Agreement shall be governed by and construed under the laws of the State of California, excluding that body of law related to choice of laws, and of the United States of America. Any action or proceeding brought to enforce the terms of this Agreement or adjudicate any dispute arising out of this Agreement shall be brought in the County of Santa Clara, State of California (if under State law) or the Northern District of California (if under Federal law). Each of the parties hereby submits itself to the exclusive jurisdiction and venue of such courts for purposes of any such action, and waives any jurisdictional, venue, or inconvenient forum objections to such courts. If you refuse or otherwise fail to fulfill any of your material obligations pursuant to this Agreement, including, without limitation, any indemnity obligation hereunder, OnLive shall be entitled, in addition to any other rights and remedies available to it hereunder or otherwise at law or in equity, to reimbursement for its costs and expenses (including court costs and reasonable fees for attorneys and expert witnesses) incurred with respect to bringing and maintaining any legal action regarding any such matter; and (iii) any claim or legal action initiated by you must be brought individually and shall not be consolidated as part of a group or class action lawsuit.
You agree that if you want to sue us, you must file your lawsuit within one year after the event that gave rise to your lawsuit. Otherwise, your lawsuit will be permanently barred.
B. Notification Procedures. We may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to our Users.
D. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and OnLive’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.