NAVIO

• Terms of Use
  • Copyright
  • Privacy Policy
  • AV Account - User Policy
  • AV Account - Merchant Policy
  • Spam Policy

Terms of Use

NAVIO SYSTEMS, INC TERMS OF USE AGREEMENT ("Agreement")

EFFECTIVE 31 AUGUST 2004

The following policies (showing their last updated) date are incorporated into this Agreement by reference and provide additional terms and conditions related to specific Navio services we offer:

• Copyright
• Privacy Policy (23 May 2006)
• AV Account - User Policy (31 August 2004)
• AV Account - Merchant Policy (31 August 2004)
• Spam Policy (31 August 2004)

Each of these policies may be changed from time to time and are effective immediately after we post the changes on our Service. In addition, when using particular Services, you agree that you are subject to any policies or rules which are posted in conjunction with those Services. All such posted policies or rules are hereby incorporated by reference into this Agreement.

DESCRIPTION OF SERVICES ("SERVICE")

Navio Systems, Inc. ("Navio") provides the AV Network to connect users to users and, users to merchants, for the purpose of allowing users to collect, share, and trade rights to digital content acquired from merchants or from other users. Such content is described by Navio using Navio's proprietary software (Software) that give users, upon suitable exchange of something of value, rights to access the digital content.

Users and merchants access the AV Network through AV accounts that act as the repository of their collection of digital content rights.

User or merchant digital content rights includes, but is not limited to, (a) rights to view, listen, download, or interact with digital media such as music, games, mobile ringtones, graphics, or information, (b) rights to make offers to sell rights to digital content to others, (c) rights to use digital currencies or other payment mechanisms in transactions for digital content, (d) rights to give other permissions to contact you with offers for additional digital content, (e) rights to share or trade your digital content with other users or non-users of the AV Network.

MODIFICATIONS TO SERVICE

Navio reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Navio shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

REGISTRATION OBLIGATIONS

In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Navio has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Navio has the right to suspend or terminate your AV account and refuse any and all current or future use of the Service (or any portion thereof).

Navio is concerned about the safety and privacy of all its users, particularly children. For this reason, parents of children under the age of 13 may not allow these children to register for a Navio AV account. Please remember that the Service is designed to appeal to a broad audience. Accordingly, as the legal guardian, it is your responsibility to determine whether any of the Services and/or Content available from members of the AV network, including AV Network merchants, is appropriate for your child.

INDEMNITY

Upon a request by Navio, you agree to defend, indemnify, and hold harmless Navio and its subsidiary and other affiliated companies, and their employees, contractors, officers, and directors from all liabilities, claims, and expenses, including attorney's fees that arise from your use or misuse of this Service. Navio reserves the right, at it own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Navio in asserting any available defenses.

NO RESALE OF SERVICE

In addition to the restrictions contained herein, you acknowledge and agree that you may not copy, distribute, sell, resell, or exploit for any commercial purposes, any portion of the Service unless expressly provided for in a binding contractual agreement between Navio and yourself.

TERMINATION

You agree that Navio may, under certain circumstances and without prior notice, immediately terminate your Navio AV account and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, and (f) extended periods of inactivity. Termination of your Navio AV account includes removal of access to all offerings within the Service, including but not limited to (a) deletion of your password and all related information, files, content, and rights to content associated with or inside your account (or any part thereof), and (b) barring further use of the Service. Further, you agree that all terminations for cause shall be made in Navio's sole discretion and that Navio shall not be liable to you or any third-party for any termination of your account, or access to the Service.

LINKS

The Service may present links to retailers and/or other third-party websites not owned or operated by Navio. These links are provided only as a convenience to you. Neither Navio nor its business partners are responsible for the availability of these outside sites or their contents. You understand and agree that neither Navio nor its business partners are responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content of any such site or goods or services available through any such site. You should direct any concerns regarding these third-party sites to those sites' administrators.

PROPRIETARY RIGHTS

The Service is owned and operated by Navio and others pursuant to contractual arrangements. You acknowledge and agree that all content and materials available in the Service are protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. You agree not to sell, license, rent, modify, distribute, copy, reproduce, upload, post, transmit, publicly display, publicly perform, publish, adapt, edit, or create derivative works from such materials or content from the Service in any way. Modification or use of any materials contained in the Service is a violation of Navio's copyright and other proprietary rights, and is strictly prohibited. You acknowledge that you do not acquire any ownership rights by using the Service. The following trademarks: Navio, AV Publish, AV Cash, AV Network, AV Account, Navio Mobile, Navio Credits, Navio Active Viewer, and all associated logos, graphics, images and domain names, including, without limitation, Navio, are the trade names, trademarks, service marks, logos, and/or domain names of Navio. You agree that you will not challenge the respective ownership rights of Navio or any third party in or to the Navio trademarks or any third party marks, and that you will not register or attempt to register any trademark, service mark, logo, and/or domain name that is identical or confusingly similar to any of the Navio trademarks or third party marks contained in the Service.

You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Service or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by Navio or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part.

Navio grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on any device listed as supported by Navio; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Navio for use in accessing the Service.

DISCLAIMER OF WARRANTIES

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

1. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. NAVIO 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.
2. NAVIO MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM NAVIO OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
5. A SMALL PERCENTAGE OF USERS MAY EXPERIENCE EPILEPTIC SEIZURES WHEN EXPOSED TO CERTAIN LIGHT PATTERNS OR BACKGROUNDS ON A COMPUTER SCREEN OR WHILE USING THE SERVICE. CERTAIN CONDITIONS MAY INDUCE PREVIOUSLY UNDETECTED EPILEPTIC SYMPTOMS EVEN IN USERS WHO HAVE NO HISTORY OF PRIOR SEIZURES OR EPILEPSY. IF YOU, OR ANYONE IN YOUR FAMILY, HAVE AN EPILEPTIC CONDITION, CONSULT YOUR PHYSICIAN PRIOR TO USING THE SERVICE. IMMEDIATELY DISCONTINUE USE OF THE SERVICE AND CONSULT YOUR PHYSICIAN IF YOU EXPERIENCE ANY OF THE FOLLOWING SYMPTOMS WHILE USING THE SERVICE -- DIZZINESS, ALTERED VISION, EYE OR MUSCLE TWITCHES, LOSS OF AWARENESS, DISORIENTATION, ANY INVOLUNTARY MOVEMENT, OR CONVULSIONS.

LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT NAVIO SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF NAVIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS "WARRANTIES" AND "LIMITATION OF LIABILITY" MAY NOT APPLY TO YOU.

LAW AND LEGAL NOTICES

This Agreement and any other terms or documents referred to herein represent your entire agreement with Navio with respect to your use of the Service. You understand and agree that, except as expressly set forth herein, this Agreement is not intended to confer and does not confer any rights or remedies upon any person other than the parties to this Agreement. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Navio failure to pursue any available claim or defense pursuant to this Agreement or otherwise will not be a waiver of such claim or defense. The headings used in this Agreement are for convenience only, and will have no effect on the interpretation or legal enforceability of the terms herein. The laws of the State of California, excluding its conflicts-of-law rules, govern this Agreement and your use of the Service. You expressly agree that the courts in the State of California, Santa Clara County have exclusive jurisdiction over any claim or dispute with Navio or relating in any way to your account or your use of the Service. You further agree and expressly consent to personal jurisdiction over you in the federal and state courts of Santa Clara County in connection with any such dispute including any claim involving Navio or its partners, parents, licensors, affiliates, subsidiaries, employees, contractors, officers, directors or suppliers.