VUZE TERMS OF SERVICE

Last updated: June 12, 2008

0. Introduction; Your Agreement to these Terms of Service.

Welcome to the Vuze, Inc. ("Vuze") content management and file download platform consisting of the web sites located at www.vuze.com and other web sites, services, software applications and networks owned or controlled by Vuze that allow for the authorized download and distribution of digital content over the Internet (the "Vuze Platform"). The Vuze Platform includes software for download that enables the authorized distribution of digital content (the "Vuze Application").

The following Terms of Service for the Vuze Platform is a legal contract between you, either an individual subscriber, customer, member, or user of at least 18 years of age or a single entity ("You" or, collectively, "Users"), and Vuze regarding Your use of the Vuze Platform.

PLEASE READ CAREFULLY THE FOLLOWING TERMS OF SERVICE. BY REGISTERING FOR, ACCESSING, BROWSING, DOWNLOADING OR USING THE VUZE PLATFORM (INCLUDING THE VUZE APPLICATION), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING ANY ADDITIONAL POLICIES AND FUTURE MODIFICATIONS (COLLECTIVELY, THE "TERMS"). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE VUZE PLATFORM.

1. Eligibility.

The Vuze Platform is not available to persons under the age of 18 or to any users previously suspended or removed from the Vuze Platform by Vuze. BY CLICKING THE "I AGREE" BUTTON OR BY DOWNLOADING, INSTALLING OR OTHERWISE USING THE VUZE PLATFORM, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE VUZE PLATFORM.

IF YOU ARE USING OR OPENING AN ACCOUNT WITH VUZE ON BEHALF OF A COMPANY, ENTITY, OR ORGANIZATION (COLLECTIVELY, A "SUBSCRIBING ORGANIZATION") THEN YOU REPRESENT AND WARRANT THAT YOU: (I) ARE AN AUTHORIZED REPRESENTATIVE OF THAT SUBSCRIBING ORGANIZATION WITH THE AUTHORITY TO BIND SUCH ORGANIZATION TO THESE TERMS; (II) HAVE READ THE FOREGOING TERMS; (III) UNDERSTAND THESE TERMS, AND (IV) AGREE TO THESE TERMS ON BEHALF OF SUCH SUBSCRIBING ORGANIZATION.
The minimum system requirements for viewing content downloaded from the Vuze Platform are:

Operating System: Microsoft Windows XP Home Edition (SP2 or greater), Microsoft Windows XP Professional Edition (SP2 or greater), Microsoft Windows XP Media Center Edition (SP2 or greater), Microsoft Windows XP Tablet PC Edition (SP2 or greater), Microsoft Windows Vista Home Basic, Microsoft Windows Vista Home Premium, Microsoft Windows Vista Ultimate, Microsoft Windows Vista Business, or Microsoft Windows Vista Enterprise. Commercial Content that is protected with Digital Rights Management is not compatible with Macintosh operating systems or with Linux operating systems.

Software: Windows Media Player 10 or higher.

Hardware: A PC with at least a 1 Gigahertz processor, 256 Megabytes of RAM and DirectX 9.0 compliant video and sound.

2. Incorporation by Reference.

Your privacy is important to Vuze. Vuze's Privacy Policy is hereby incorporated into these Terms by reference. Please read this policy carefully for information relating to Vuze's collection, use, and disclosure of Your personal information.

Users who purchase any content or service on the Vuze Platform are bound by the Vuze Terms of Purchase. The Vuze Terms of Purchase is hereby incorporated into these Terms by reference.

Users who distribute content through the Vuze Platform for a fee or through ad-supported distribution to other Users are also bound by the Vuze Terms of Sale. The Vuze Terms of Sale is hereby incorporated into these Terms by reference.
  
In the case of any inconsistency between these Terms of Service and any other document that has been incorporated by reference herein, these Terms of Service shall control.

3. Individual Features and Services.

When using the Vuze Platform, You will be subject to any additional posted policies, guidelines or rules applicable to specific services and features which may be posted from time to time (the "Policies"). All such Policies are hereby incorporated by reference into these Terms.

As used herein, the term "Commercial Content" means any content that is offered for a fee or supported by advertisements.

4. Modification of these Terms; Modification of Fees.

Vuze reserves the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to the Vuze Platform. Please check these Terms and any Policies periodically for changes. Your continued use of the Vuze Platform after the posting of changes constitutes Your binding acceptance of such changes. Except as stated elsewhere, such amended Terms or fees will automatically be effective thirty (30) days after they are initially posted on the Vuze Platform. Additionally, Vuze will notify You through the Vuze Platform's messaging system.

Certain functions on the Vuze Platform have fees associated with them.  When You upload content or use a service that has a fee You have an opportunity to review and accept the fees that You will be charged based on our stated fees, which we may change from time to time. Vuze may choose to temporarily change the fees for Vuze' services for promotional events or new services, and such changes are immediately effective when Vuze posts the temporary promotional event or new service on the Vuze Platform. Any changes to fees for Vuze's services that are not temporary or promotional will be effective thirty (30) days after we provide You with notice by posting such changes on the Vuze Platform. Unless otherwise stated, all fees are quoted in U.S. Dollars.

5. Digital Millennium Copyright Act.

It is Vuze's policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. For more information, please go to Vuze's DMCA Notification Guidelines. Vuze reserves the right to terminate without notice any User's access to the Vuze Platform if that User is determined by Vuze to be a "repeat infringer." In addition, Vuze accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.

6. Vuze Platform License Grant.

6.1 License Grant to Upload.

Subject to Your compliance with the terms and conditions set out in this Terms of Service, Vuze hereby grants to You a personal, limited, non-exclusive, non-transferable, freely revocable license to use the Vuze Platform for the uploading and distributing of Your authorized content, including without limitation, videos, music, images, and text ("Uploader Submissions").

6.2 License Grant to Download.

Subject to Your compliance with the terms and conditions set out in this Terms of Service, Vuze hereby grants to You a personal, limited, non-exclusive, non-transferable, freely revocable license to use the Vuze Platform to download content from the Vuze Platform. The Vuze Application itself is provided to You under the terms of Version 2 of the GNU GPL.

6.3 Reservation of Rights.

Vuze reserves all rights not expressly granted in this Terms of Service.

6.4 Automatic Updates.

You acknowledge that Vuze shall be permitted to automatically issue upgraded versions of the Vuze Platforn and, accordingly, may upgrade the version of the Vuze Platform that You are using or have installed on Your computer. You hereby agree that Your computer may automatically request and receive such upgrades or updates from Vuze's servers.

6.5 Control and Use of Your Computer.

You represent and warrant to Vuze that You own the computer to which You are downloading the Vuze Application, or that You have the legal right to control the use of that computer. You agree to ensure that any other person whom You permit to use the Vuze Platform (including the Vuze Application) will do so in accordance with this Terms of Service. You must delete any copies of the Vuze Application from the computer if You sell the computer, or if You cease to have the legal right to control use of the computer.

6.6 Prevention of Unauthorized Use.

Vuze reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized use of the Vuze Platform, including, but not limited to, technological barriers, IP mapping, and directly contacting Your Internet Service Provider (ISP) regarding such unauthorized use.

7. Uploader Submissions License Grant; Representations and Warranties.

7.1 Limited License Grant to Vuze.

By distributing or disseminating Uploader Submissions through the Vuze Platform, You hereby grant to Vuze a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable (through multiple tiers), assignable, fully paid-up, royalty-free, license to host, transfer, display, perform, reproduce, distribute, modify and otherwise exploit Your Uploader Submissions (and any copyrights, publicity, database and other proprietary rights therein), in any media formats and through any media channels, solely in order to distribute, promote or advertise Your Uploader Submissions or the Vuze Platform. 

7.2 Limited License Grant to Users.

If You specified terms under which Your Uploader Submissions are licensed during the upload of such Uploader Submissions, by distributing or disseminating Uploader Submissions through the Vuze Platform, You hereby grant to each User that is authorized to access Your Uploader Submissions a non-exclusive license to access and use Your Uploader Submissions under the terms indicated by You. If You did not specify terms under which Your Uploader Submissions are released, You hereby grant to each User that is authorized to access You Uploader Submissions a limited, royalty-free, paid-up, non-exclusive, personal license to access and use such Uploader Submission in the manner contemplated by these Terms and the Vuze Platform. The foregoing license granted by You terminates as to a specific Uploader Submission once You remove or delete such Uploader Submission from the Vuze Platform provided, however, that User rights to such Uploader Submission arising out of purchases or distributions occurring on or prior to deletion of such Uploader Submission from the Vuze Platform survive any termination or expiration of the license granted in this Section 7.2. 

7.3 Uploader Submissions Representations and Warranties.

You are solely responsible for Your Uploader Submissions and the consequences of posting or publishing them. By uploading and publishing Your Uploader Submissions, You affirm, represent, and warrant that: (1) You are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize Vuze and Vuze's Users to use and distribute Your Uploader Submissions as necessary to exercise the licenses granted by You in Section 7 and in the manner contemplated by Vuze and this Terms of Service; (2) Your Uploader Submissions do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; and (3) Your Uploader Submissions do not contain any viruses, adware, spyware, worms, or other malicious code or any content or file that provides a method to access to potentially infringing content outside of the Vuze Platform. Violators of these third-party rights may be subject to criminal and civil liability. Vuze reserves all rights and remedies against any Users who violate this Terms of Service.   

7.4 Uploader Submissions Disclaimer.

You understand that when using the Vuze Platform You will be exposed to Uploader Submissions or other content from a variety of sources, and that Vuze is not responsible for the accuracy, usefulness, or intellectual property rights of or relating to such Uploader Submissions and other content. You further understand and acknowledge that You may be exposed to Uploader Submissions and other 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 Vuze with respect thereto. Vuze does not endorse any Uploader Submissions and other content or any opinion, recommendation or advice expressed therein, and Vuze expressly disclaims any and all liability in connection with Uploader Submissions and other content. If notified by a User or a content owner of an Uploader Submission or other content that allegedly does not conform to this Terms of Service, Vuze may investigate the allegation and determine in its sole discretion whether to remove the Uploader Submission or other content, which it reserves the right to do at any time and without notice. For clarity, Vuze does not permit copyright infringing activities on the Vuze Platform.

8. Prohibited Conduct.

BY USING THE VUZE PLATFORM YOU AGREE NOT TO:

8.1 use the Vuze Platform for any purposes other than (i) to disseminate or receive original or appropriately licensed content, or (ii) to access the Vuze Platform as such services are offered by Vuze;

8.2 rent, lease, loan, sell, resell, sublicense, distribute or otherwise transfer the licenses granted herein or any Materials (as defined in Section 12, below);

8.3 post, upload, or distribute any defamatory, libelous, or inaccurate content;

8.4 post, upload, or distribute any Uploader Submissions or other content that is unlawful or that a reasonable person could deem to be objectionable, offensive, indecent, pornographic, harassing, threatening, embarrassing, distressing, vulgar, hateful, racially or ethnically offensive, or otherwise inappropriate;

8.5 impersonate any person or entity, falsely claim an affiliation with any person or entity, or access the Vuze Platform accounts of others without permission, forge another persons' digital signature, misrepresent the source, identity, or content of information transmitted via the Vuze Platform, or perform any other similar fraudulent activity;

8.6 delete indications or notices regarding the copyright or other proprietary rights on the Vuze Platform any third party content;

8.7 make unsolicited offers, advertisements, proposals, or send junk mail or spam to other Users of the Vuze Platform. This includes, but is not limited to, unsolicited advertising, promotional materials, or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures;

8.8 use the Vuze Platform for any illegal purpose, or in violation of any local, state, national, or international law, including, without limitation, laws governing intellectual property and other proprietary rights, and data protection and privacy;

8.9 defame, harass, abuse, threaten or defraud Users of the Vuze Platform, or collect, or attempt to collect, personal information about Users or third parties without their consent, or use the content on the Vuze Platform for any commercial use, it being understood that the content available on the Vuze Platform is for personal, non-commercial use only;

8.10 use the Vuze Platform if You are under the age of eighteen (18) years old;

8.11 remove, circumvent, disable, damage or otherwise interfere with security-related features of the Vuze Platform or Uploader Submissions, features that prevent or restrict use or copying of any content accessible through the Vuze Platform, or features that enforce limitations on the use of the Vuze Platform or Uploader Submissions;

8.12 reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Vuze Platform or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;

8.13 modify, adapt, translate or create derivative works based upon the Vuze Platform or any part thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;‚Äö

8.14 intentionally interfere with or damage operation of the Vuze Platform or any user's enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code;

8.15 take any action that may undermine our content rating and comment system (such as displaying, importing or exporting information off the Vuze Platform, using information on the Vuze Platform for purposes unrelated to the Vuze Platform, or improperly manipulating or using the ratings and comment system);

8.16 manipulate the price of any item or interfere with other User's listings;

8.17 take any action that imposes or may impose (in Vuze's sole discretion) an unreasonable or disproportionately large load on Vuze's infrastructure;

8.18 interfere or attempt to interfere with the proper workings of the Vuze Platform or any activities conducted on the Vuze Platform;

8.19 bypass robot exclusion headers or other measures Vuze may use to prevent unauthorized access to the Vuze Platform;

8.20 upload or post any Uploader Submissions that contain advertising or other promotional material, including links to such material unless expressly authorized by Vuze; or

8.21 upload or post any Uploader Submissions that are encrypted, or otherwise unreadable or unviewable by Vuze.

9. Account

When You use the Vuze Platform to upload and/or download or purchase content or any products, services, or information from Vuze, You may be asked to provide a password. You are solely responsible for maintaining the confidentiality of Your account and password and for restricting access to Your computer, and You agree to accept responsibility for all activities that occur under Your account or password. You agree that the information You provide to Vuze on registration and at all other times will be true, accurate, current, and complete. You also agree that You will ensure that this information is kept accurate and up-to-date at all times. If You have reason to believe that Your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of Your account ID, password, or any credit, debit or charge card number, if applicable), then You agree to immediately notify Vuze. You may be liable for the losses incurred by Vuze or others due to any unauthorized use of Your Vuze Platform account.

10. Third-Party Sites, Products and Services; Links.

The Vuze Platform may include links or references to other web sites or services solely as a convenience to Users ("Reference Sites"). Vuze does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. In addition, Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Vuze Platform are solely between You and such advertiser. Access and use of Reference Sites, including the information, materials, products, and services on or available through Reference Sites is solely at Your own risk. 

11. Termination; Terms of Service Violations.

11.1 Vuze.

You agree that Vuze, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) You may have with Vuze or Your use of the Vuze Platform and remove and discard all or any part of Your account, User profile, and any Uploader Submission, at any time. Vuze may also in its sole discretion and at any time discontinue providing access to the Vuze Platform, or any part thereof, with or without notice. You agree that any termination of Your access to the Vuze Platform or any account You may have or portion thereof may be effected without prior notice, and You agree that Vuze will not be liable to You or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Vuze may have at law or in equity. As discussed herein, Vuze does not permit copyright infringing activities on the Vuze Platform, and shall be permitted to terminate access to the Vuze Platform, and remove all Uploader Submissions or other content submitted by any Users who are found to be repeat infringers. Upon termination for any reason, You agree to immediately stop using and to uninstall and/or destroy all copies of the Vuze Application, any accompanying documentation, and all other associated materials.

11.2 You.

Your only remedy with respect to any dissatisfaction with (i) the Vuze Platform, (ii) any term of this Terms of Service, (iii) any policy or practice of Vuze in operating the Vuze Platform, or (iv) any content or information transmitted through the Vuze Platform, is to terminate this Terms of Service and Your account. You may terminate this Terms of Service at any time by uninstalling all copies of the Vuze Application on Your computer, destroying all copies of the Vuze Application in Your possession, and discontinuing use of any and all parts of the Vuze Platform.

12. Ownership; Proprietary Rights.

The Vuze Platform is owned and operated by Vuze, Inc.. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Vuze Platform provided by Vuze (the "Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any Uploader Submissions that are provided and owned by Users, all Materials contained on the Vuze Platform are the property of Vuze or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to Vuze or its affiliates and/or third-party licensors. Except as expressly authorized by Vuze, You agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. Vuze reserves all rights not expressly granted in this Terms of Service.

13. Indemnification.

You agree to indemnify, save, and hold Vuze, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of Your use or misuse of the Vuze Platform, any violation by You of these Terms, or any breach of the representations, warranties, and covenants made by You herein. Vuze reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Vuze, and You agree to cooperate with Vuze's defense of these claims. Vuze will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.

14. Disclaimers; No Warranties.

14.1 No warranties.

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, VUZE, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VUZE OR THROUGH THE VUZE PLATFORM WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEGE THAT AS USED IN THIS SECTION 14, THE TERM VUZE INCLUDES VUZE'S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.

14.2 "As is" and "As available" and "With All Faults".

YOU EXPRESSLY AGREE THAT THE USE OF THE VUZE PLATFORM IS AT YOUR SOLE RISK. THE VUZE PLATFORM AND ANY DATA, INFORMATION, THIRD-PARTY SOFTWARE, UPLOADER SUBMISSIONS, COMMERCIAL CONTENT, REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE VUZE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE", "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED.

14.3 Platform Operation and Content.

VUZE, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT THAT THE DATA, UPLOADER SUBMISSIONS, COMMERCIAL CONTENT, VUZE APPLICATION, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE VUZE PLATFORM OR ANY REFERENCE SITES WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.

14.4 Accuracy.

VUZE, ITS SUPPLIERS, LICENSORS, AFFILIATES, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE VUZE PLATFORM OR ANY REFERENCE SITES IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

14.5 Harm to Your Computer.

YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN INFORMATION, MATERIALS, OR DATA THROUGH THE VUZE PLATFORM (INCLUDING RSS FEEDS) OR ANY REFERENCE SITES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF SUCH MATERIAL OR DATA.

15. Limitation of Liability and Damages.

15.1 Limitation of Liability.

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL VUZE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE MATERIALS (INCLUDING UPLOADER CONTENT AND COMMERCIAL CONTENT) ON THE VUZE PLATFORM OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH VUZE, EVEN IF VUZE OR AN VUZE AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, VUZE'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

15.2 Limitation of Damages.

IN NO EVENT WILL VUZE OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE VUZE PLATFORM OR YOUR INTERACTION WITH OTHER VUZE PLATFORM USERS (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO VUZE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.

15.3 Release for disputes between users.

If you have a dispute with one or more Users, you release Vuze (and Vuze' officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

15.4 Reference Sites.

THESE LIMITATIONS OF LIABILITY ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY YOU BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY REFERENCE SITES OR OTHERWISE BY THIRD PARTIES OTHER THAN VUZE AND RECEIVED THROUGH OR ADVERTISED ON THE VUZE PLATFORM OR RECEIVED THROUGH ANY REFERENCE SITES.

15.5 Basis of the Bargain.

YOU ACKNOWLEDGE AND AGREE THAT VUZE HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND VUZE, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND VUZE. VUZE WOULD NOT BE ABLE TO PROVIDE THE VUZE PLATFORM TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.

15.6 Limitations by Applicable Law.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IS SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS TERMS OF SERVICE APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.

16. Government End Users.

If You are an agency, department, or other entity of the United States Government (the "Government"), the use, duplication, reproduction, release, modification, disclosure, or transfer of the Vuze Application or Vuze Platform, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulations Supplement 227.7202 for military purposes. This product was developed fully at private expense. All other use is prohibited.

17. Open Source Requirements.

The Vuze Application may include, or may be distributed on the same media or in the same download with, software ("Open Source Software") that is subject to so-called "open source" licenses, which means any software licenses approved as open source licenses by the Open Source Initiative or any substantially similar licenses, including without limitation any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format, and including without limitation the GNU General Public License or GPL.  Notwithstanding the Section 6 above, you acknowledge that certain components of the Vuze Application may be covered by such Open Source Software Licenses.  Licensor shall provide a list of Open Source Software for a particular version of the Vuze Application upon your request.  THE OPEN SOURCE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ALL SUCH WARRANTIES ARE HEREBY DISCLAIMED. NEITHER VUZE, NOR THE AUTHORS OR COPYRIGHT HOLDERS OF THE OPEN SOURCE SOFTWARE SHALL HAVE ANY LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OR DISTRIBUTION OF THE OPEN SOURCE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Copyrights to the Open Source Software are held by the copyright holders indicated in the copyright notices in the corresponding source files. To the extent required by the licenses covering Open Source Software, the terms of such licenses will apply in lieu of the terms of this Agreement.  To the extent the terms of the licenses applicable to Open Source Software prohibit any of the restrictions in this Agreement with respect to such Open Source Software, such restrictions will not apply to such Open Source Software.

18. United States Export Controls.

You agree to comply with all export laws and restrictions and regulations of the United States Department of Commerce or other United States or other sovereign agency or authority, and not to export, or allow the export or re-export of any software, technical data or any direct product thereof in violation of any such restrictions, laws or regulations, or unless and until all required licenses and authorizations are obtained with respect to the countries specified in the applicable United States Export Administration Regulations (or any successor supplement or regulations). The transfer of certain technical data and commodities may require a license from an agency of the United States government and/or written assurances by You that You will not export such software, technical data or commodities to certain foreign countries without prior approval of such agency. Your rights under this Terms of Service are contingent on Your compliance with this provision.

19. Miscellaneous.

19.1 Notice.

Vuze may provide You with notices, including those regarding changes to Vuze's terms and conditions, by email, regular mail or postings on the Vuze Platform. Notice will be deemed given twenty-four hours after email is sent, unless Vuze is notified that the email address is invalid. Alternatively, we may give You legal notice by mail to a postal address, if provided by You through the Vuze Platform. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Vuze Platform is deemed given 30 days following the initial posting.

19.2 Waiver.

The failure of Vuze to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Vuze.

19.3 Governing Law; Jurisdiction

These Terms will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. The parties agree that the federal and state courts residing in San Francisco County, California will have exclusive jurisdiction over these Terms.

19.4 Dispute Resolution.

If a dispute arises between You and Vuze, our goal is to provide You with a neutral and cost effective means of resolving the dispute quickly. Accordingly, You and Vuze agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and You otherwise agree in writing. Before resorting to these alternatives, we strongly encourage You to first contact us directly to seek a resolution. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

a) Choice of Law; Forum. These Terms shall be governed in all respects by the laws of the State of California as they apply to agreements entered into and to be performed entirely within California between California residents, without regard to conflict of law provisions. You agree that any claim or dispute You may have against Vuze must be resolved by a court located in Santa Clara County, California, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within Santa Clara County, California for the purpose of litigating all such claims or disputes.

b) Arbitration Option. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

c) Improperly Filed Claims. All claims You bring against Vuze must be resolved in accordance with this Section 19.4 (Dispute Resolution). All claims filed or brought contrary to this Section 19.4 (Dispute Resolution) shall be considered improperly filed. Should You file a claim contrary to this Section 19.4 (Dispute Resolution), Vuze may recover attorneys' fees and costs up to $1000, provided that Vuze has notified You in writing of the improperly filed claim, and You have failed to promptly withdraw the claim.

19.5 Severability.

If any provision of these Terms or any Policies is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

19.6 Assignment.

These Terms and related Policies, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Vuze without restriction. Any assignment attempted to be made in violation of this Terms of Service shall be void.

19.7 Survival.

Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 2, 3, 5, 6.3, 6.5, 6.6, 7-19.

19.8 Headings.

The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

19.9 Entire Agreement.

This is the entire agreement between You and Vuze relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms or Policies made by Vuze as set forth in section 4 above.

19.10 No Agency.

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

19.11 Disclosures.

The services are offered by Vuze, Inc., located at: 471 Emerson Street, Palo Alto, CA 94301 and email: support@vuze.com. If You are a California resident, You may have this same information emailed to You by sending a letter to the foregoing address with Your email address and a request for this information.

You may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

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VUZE TERMS OF SALE

Welcome to the Vuze, Inc. ("Vuze") content management and file download platform consisting of the web sites located at www.vuze.com and other web sites, services, software applications and networks owned or controlled by Vuze that allow for the authorized download and distribution of digital content over the Internet (the "Vuze Platform"). The Vuze Platform includes software for download that enables the authorized distribution of digital content (the "Vuze Application").

By offering content for sale or distributing content on an advertising supported basis, You acknowledge that You have read, understood and agree to be bound by these Terms of Sale.

0. ELIGIBILITY

In order to be eligible to sell or distribute advertising supported content on the Vuze Platform, you must: (i) download the Vuze Application and register for an account on the Vuze Platform (Your "Vuze Account"); (ii) have a PayPal account and have a billing agreement with Vuze, Inc. and have it associated with your Vuze account,; (iii) the content that you sell or distribute must be a single video file compatible with the Vuze embedded player (sale of music is not permitted); and (iii) Your Vuze Account must be active and in good standing (among other things, this means that Your account cannot be restricted or suspended.).

1. DEFINITIONS

"Advertisement" means advertisements that Vuze incorporates into Your Content, including, without limitation, any pre-roll, post-roll, mid-roll or overlay advertisements. You may not incorporate any advertisements in Your Content.

"Digital Content" means digital audio, audio-visual and video-based files, materials and content including, without limitation, any related Promotional Materials, programming, clips, segments, source art, games, music, Marks of You, graphics and metadata.

"Your Content" means the content as You provide for sale or on an advertising supported basis on the Vuze Platform.

"Marks" means trademarks, service marks, trade names, brands, logos and other distinctive branding features.

"Promotional Materials" means the content descriptions, metadata, names, logos, trailers and video clips, publicity images, content ratings (e.g., MPAA ratings, TV parental guidelines, etc.) from any applicable industry or government standard ratings bodies, and any other publicity material and content supplied by You to Vuze related to Your Content.

"Qualified Ad Impression" means the unique successful viewing of an advertisement accompanying Your Content by a Vuze Platform user located in the United States, Canada or the European Union.

"Qualified Download" means a successful download of content by a unique Vuze Platform user located in the United States, Canada or the European Union.

"Refresh Copy" means Your Content provided to a customer for no fee due to i) an error in the download process which is not due to any fault of the customer or ii) a verified actual accidental download.

2. INCORPORATION BY REFERENCE

This Terms of Sale is incorporated into and is subject to the Vuze Platform Terms of Service. Your use of the Vuze Platform and any content offered for sale or distributed on an advertising supported basis through the Vuze Platform by You are subject at all times to this Terms of Sale and the Terms of Service. For information regarding how Vuze collects, uses and discloses Your personal information, please see the Vuze Privacy Policy.

The fees charged by Vuze for monetizing Your Content through the Vuze Platform are provided in Section 7, below.

3. LICENSE GRANT.

3.1 To Other Users. Vuze does not sublicense or distribute Your Content; rather, the Vuze Platform provides a forum for You to do so. You hereby grant Users of the Vuze Platform that are authorized to view or download Your Content a nonexclusive, personal, noncommercial license to view and otherwise use Your Content pursuant to the terms You specified when uploading Your Content for distribution through the Vuze Platform. You may view the respective usage rules for each piece of Your Content on the Content Detail Page relating to each such piece of content.

3.2 To Vuze for Advertising Supported Content. If you choose to distribute Your Content on an advertising supported basis, you hereby grant Vuze a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable (through multiple tiers), assignable, fully paid-up, royalty-free, license to display, perform, reproduce, distribute, modify and otherwise exploit Your Content for the purpose of incorporating Advertising into Your Content.

4. OBLIGATIONS AND CONDITIONS.

4.1 Costs.  You will be responsible for all costs and expenses associated with formatting Your Content for the Vuze Platform.

4.2 Certain Rights of Vuze.  Vuze will solely control the Vuze Platform and all features and functionality thereof and will have the right to modify, change, or amend the same at all times, in its sole discretion. Vuze reserves the right to exercise whatever lawful means it deems necessary to prevent or rectify unauthorized use (including the distribution of unauthorized content) of the Vuze Platform, including, but not limited to, technological barriers, IP mapping, directly contacting Your Internet Service Provider (ISP) regarding such unauthorized use, refunding monies to end users and seeking legal action against You. Vuze reserves the right to remove or delete any particular piece of Your Content from the Vuze Platform at any time, at its sole discretion, without cause and without notice to You.

4.3 No Digital Rights Management; No third party advertising. Vuze does not encode or distribute Your Content with any digital rights management.

5. MARKS; RESERVATION OF RIGHTS.

You hereby grant to Vuze, and Vuze hereby accepts, a limited, non-exclusive, worldwide, royalty-free right and license to use, reproduce, publish, perform and display Your Marks in the Vuze Platform and in Vuze‚ promotional and marketing materials publicizing the availability of Your Content or the Vuze Platform; provided, however, that Vuze is under no obligation to exercise any of its rights to use Your Marks.  Except for the limited rights and licenses granted to Vuze pursuant to this Agreement, You retain all right, title and interest in and to Your Content, Promotional Materials, and Your Marks.  As between You and Vuze, Vuze retains all right, title and interest in and to all elements of the Vuze Platform.

6. YOUR CLEARANCE OBLIGATIONS.

You will be solely responsible for:  (a) procuring and maintaining all necessary third-party rights, consents, licenses and clearances associated with Your Content or related Promotional Materials and (b) paying, and will timely pay, to the applicable third-party rights holders all publishing and mechanical royalties, clearance costs, and any other fees, royalties, costs and expenses related thereto.

7. FEES.

7.1 Payments and Reporting.

Depending on the distribution method You choose for Your Content, Vuze will pay you one of the following fees:

a) For Your Content that is Offered for Sale: You alone can choose the price at which You offer Your Content on the Vuze Platform.  Purchasers of Your Content will pay Vuze, and Vuze will then distribute any fees owed to you to Your PayPal account in U.S. dollars; provided, while you will immediately accrue money from Your Content or begin to aggregate downloads for ad supported content.

b) For Your Content that is offered on an Advertising Supported basis: Until December 31, 2007, you will earn $5.00 for every 1000 Qualified Unique Ad Impressions. No fractional or prorated payments will be made where the number of Qualified Ad Impressions does not equal or exceed 1000. After December 31, 2008, we reserve the right to change payment terms for content that is offered on an advertising supported basis.   Qualified Ad Impressions are aggregated across all content uploaded through a single Vuze Account on an ad-supported basis.  

c) Eligibility for and Timing of Payments.  You will not receive any payment due from Vuze until 60 days have passed from when you uploaded your first piece of content offered on the Vuze Platform for sale or in an ad-supported format. Thereafter, Vuze will make all payments to your PayPal account within thirty days after the end of each calendar month in which you have qualified for payment; provided, however, that Vuze will not distribute any fees hereunder for any amount less than twenty ($20.00) dollars (any unpaid earnings will rollover to the next pay period). If the amount owed to you remains less than $20.00 for more than 180 days, you may request that Vuze pay you such amount using your PayPal account.  You may review the sales history of Your Content in the "Sales History" portion of the "My Account" area of the Vuze Platform.  You acknowledge and agree that Vuze may, in its reasonable discretion, provide customers or end users with a Refresh Copy, return, credit, refund or chargeback for Your Content.  Such amounts will be excluded or deducted from the calculation of any payments due hereunder.

7.2 No Other Fees. Except as expressly set forth in Section 7.1, above, no other fees or royalties will be payable by Vuze under this Agreement in connection with Your Content, the licenses provided hereunder, or the provision of other materials or services under this Agreement.

7.3 Withholding Payments; Special Circumstances. Vuze reserves the right to withhold payment from You if (i) Your Content is removed by Vuze for any reason; (ii) your Vuze account is suspended or restricted or your access to the Vuze Platform is disabled; (iii) You violate the Vuze Platform Terms of Service, including any applicable Vuze Platform policies; or (iv) Your Content is the subject of allegations of infringement or other violations of law or the rights of third parties.

7.4 No Other Advertisements. Except as described in the Section 7, Your Content may not contain any advertisements or other promotional materials, unless expressly authorized by Vuze.

8. TAXES.

It is Your responsibility to determine what, if any, taxes or duties apply to the payments You receive from sales of Your Content, and it is solely Your responsibility to collect, report and remit the correct tax to the appropriate tax collecting authority. Vuze is not responsible for determining whether taxes apply to a sale of Your Content or other transaction, or for collecting, reporting or remitting any taxes arising from any such transaction.

9. TERM AND TERMINATION.

Term.  The term of this Agreement will begin on the date You upload Your Content and will continue until terminated in accordance with the provisions set forth in this Section 9 (the "Term").

Termination.  Vuze may terminate this Agreement at any time and remove Your Content from the Vuze Platform, at its discretion and without cause, liability or prior notice to You.  You may terminate this Agreement with respect to any particular piece of Your Content by removing such content from the Vuze Platform.

Effect of Termination.  Upon termination of this Agreement, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 0 through 6, 7.2, 7.3 and 8 through 11 of this Agreement. End user rights to Your Content arising out of distributions of Your Content occurring on or prior to termination of Vuze' rights hereunder will survive any termination or expiration of this Agreement.

10. ADVERTISEMENTS DISCLAIMER.

Vuze makes no warranties, express or implied, with respect to any advertisements incorporated into Your Content, and expressly disclaims the implied warranties of merchantability, fitness for a particular purpose, noninfringement and implied warranties arising from a course of dealing or performance.

11. CUSTOMER SERVICE

For assistance with questions regarding these Terms of Sale or other inquiries, check out the Support Center. If You cannot find the answers You are seeking in those pages, You can send us an email at support@vuze.com. Responses to emails will be provided as soon as possible.

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VUZE TERMS OF PURCHASE

Welcome to the Vuze, Inc. ("Vuze") content management and file download platform consisting of the web sites located at www.vuze.com and other web sites, services, software applications and networks owned or controlled by Vuze that allow for the authorized download and distribution of digital content over the Internet (the "Vuze Platform"). The Vuze Platform includes software for download that enables the authorized distribution of digital content (the "Vuze Application").

By purchasing or using such Commercial Content, as defined below, You acknowledge that You have read, understood and agree to be bound by these Terms of Purchase.

0. End User Customers.

The content available for purchase on the Vuze Platform is intended for end user customers only ("You"). For commercial licensing, please contact licensing@vuze.com.

1. Definitions

"Ad-supported Content" means Commercial Content on the Vuze Platform for which You do not have to pay a fee to view, but which is supported by pre-roll, mid-roll, post-roll, overlays, links or other forms of advertising or promotion.

"Authorized Device" means a personal computer meeting the Minimum System Requirements (as defined below) for the Vuze Platform. Vuze may modify such Minimum System Requirements for Authorized Devices or this definition of Authorized Device from time to time.

"Commercial Content" means any content made available by Licensors on the Vuze Platform and licensed to You for a fee or on an advertising supported basis.

"Content Details Page" means the landing page on the Vuze Platform that describes a particular piece of Commercial Content and the Usage Rules that relate thereto.

"Licensor" means the entity that licenses a particular piece of Commercial Content to You. In some cases, the Licensor is Vuze, in other cases the Licensor may be other Users or third parties.

"Minimum System Requirements" means the computer hardware and software requirements to download, view and use Commercial Content as updated from time to time. The most current version of the Minimum System Requirements may be found here.

"Purchased Content" means Commercial Content for which You pay a fee to view for a multiple viewings.

"Rented Content" means Commercial Content on the Vuze Platform for which You pay a fee to view for a fixed period of time.

"Usage Rules" means any rules concerning the usage of Commercial Content.

2. Incorporation by Reference

This Terms of Purchase is incorporated into and is subject to the Vuze Platform Terms of Service. Your use of the Vuze Platform and any content purchased or downloaded on an advertising supported basis through the Vuze Platform are subject at all times to this Terms of Purchase and the Terms of Service. For information regarding how Vuze collects, uses and discloses Your personal information, please see the Vuze Privacy Policy.

3. Limited License Grant and Content Usage Rules

3.1 Rented Content. Subject to Your payment of applicable fees and the Usage Rules on the Content Details Page, the Licensor of such Rented Content hereby grants You a personal, non-exclusive, non-transferable, limited right and license to view, use and display for non-commercial, private use such Rented Content on one (1) Authorized Device. If Usage Rules are not designated on the Content Details Page for the Rented Content You have rented, the license for such Rented Content is limited in term to thirty (30) days from Your payment of the rental fee or twenty-four (24) hours from the time You start viewing the Rented Content, whichever is sooner.

3.2 Purchased Content. Subject to Your payment of applicable fees and the Usage Rules on the Content Details Page of the Purchased Content purchased by You, the Licensor of such Purchased Content hereby grants You a personal, non-exclusive, non-transferable, limited right and license to view, use and display for non-commercial, private use such Purchased Content on three (3) Authorized Devices.

3.3 Ad-supported Content. Subject to Your payment of applicable fees and the Usage Rules on the Content Details Page of the Ad-supported Content viewed or downloaded by You, the Licensor of such Ad-supported Content hereby grants You a personal, non-exclusive, non-transferable, limited right and license to view, use and display for non-commercial, private use such Ad-supported Content on three (3) Authorized Devices.

4. Further Restrictions

Regardless of the use of the word "purchase," all Commercial Content offered for download or other electronic delivery are offered for license, not purchase or sale, and are subject to these Terms and any other license terms and conditions applicable to such Commercial Content, including limitations imposed by the use of digital rights management technology and those found on such Commercial Content's Content Details Page. All other rights in Commercial Content are reserved. Your request to "purchase" particular content is personal to You, and such content may not be used, sold, rented, transferred, licensed or otherwise provided to any other user. For the avoidance of doubt, such rights do not include the right to create a derivative work, to make copies other than for Your own personal use, use the content in any commercial manner or publicly display Commercial Content (including, but not limited to, in a place of public accommodation); provided however, that none of these restrictions are intended to limit Your rights under the fair use doctrine or similar limitations on copyright law. For questions with respect to uses of content, please contact us at licensing@vuze.com.

5. Refund Policy; Risk of Loss

All fees relating to services and downloaded products are final and nonrefundable.

If You are unable to download Commercial Content, please see Section 11 (Customer Service), below. Once You have downloaded purchased Commercial Content, You bear all risk of loss to such content and Vuze makes no guarantee that such Commercial Content will be available at a later date.

6. Payment Method

Vuze accepts payments through Your major credit card, debit card and PayPal account. Billing to Your payment account occurs at the time of purchase or shortly thereafter. We do not accept cash, checks, Diners cards or any other payment form. You agree to pay for all products and services that You purchase through the Vuze Platform, and we may charge Your selected payment method for any such payments. You are required to keep Your billing information current, complete and accurate (such as a change in billing address, credit/debit card number or expiration date) and notify Vuze if Your selected payment method is canceled (e.g., for loss or theft). You are responsible for all charges incurred under Your account made by You or anyone who uses Your account (including Your children, family or friends).

You agree to pay any outstanding balance in full within thirty (30) days of purchase of a particular product or service on the Vuze Platform. If Your payment method fails or Your account is past due, we may collect fees owed using other collection mechanisms. Your account may be deactivated without notice to You if payment is past due, regardless of the dollar amount.

PLEASE NOTE: If a purchase has been declined online due to issues with Your PayPal, credit card, debit or other payment account, ensure all data is correct and resubmit. If the transaction is not accepted online, please see Section 11 (Customer Service), below.

7. Taxes

You are responsible for paying any governmental taxes imposed on Your use of the Vuze Platform, including, but not limited to, sales, use or value-added taxes. To the extent Vuze is obligated to collect such taxes, the applicable tax will be added to Your billing account.

8. Security; Digital Rights Management

The Vuze Platform includes technology that protects digital material and limits Your usage of individual content that You may download in accordance with the Usage Rules specified by Vuze or its content and service providers and partners ("Security Components"). Certain Security Components may automatically delete or disable certain Commercial Content that is beyond its limited license term from Your computer, and You hereby consent to such automatic deletion or disabling. Such Security Components are implemented only to the extent that they are required by content owners. You may not circumvent, reverse-engineer, decompile, disassemble, or attempt to do so, or otherwise tamper with any of the Security Components. Violations of this provision may result in civil or criminal liability. You acknowledge that products and services are made available subject to content Usage Rules and license terms as well as Security Components.

9. Upgrades

The latest version of the Vuze application is recommended to access the Vuze Platform. An upgrade to the latest version of the Vuze software may be required in order to make purchases from the Vuze Platform, view Your Commercial Content or to take advantage of new features of the Vuze Platform. The latest version of the Vuze software is available for download at http://www.vuze.com/. The Vuze Application also automatically downloads and installs certain required upgrades from time to time, and You hereby consent to such automatic downloading and upgrading. For any additional questions regarding required upgrades, please see the information in Section 11 (Customer Service) below.

10. Availability of Content; Purchases

Vuze may make changes to or discontinue any of the products or services available within the Vuze Services at any time, and without notice. If a particular piece of content becomes unavailable following purchase but prior to download, Your sole remedy is a refund of the purchase price paid for the unavailable content. The Materials on the Vuze Platform with respect to products and services may be out of date, and Vuze makes no commitment to update the Materials on the Vuze Platform with respect to such products and services. 
Vuze may impose an additional transaction fee based on transactions associated with Vuze Platform, including a transaction fee applied to purchases from third parties. Such transaction fee will be disclosed to You prior to Your agreement to the relevant transaction.

11. Customer Service

For assistance with questions regarding these Terms of Sale or other inquiries, check out the Support Center.  If You cannot find the answers You are seeking in those pages, You can send us an email at support@vuze.com. Responses to emails will be provided as soon as possible.

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Vuze Platform Privacy Notice

Welcome to the Vuze, Inc. ("Vuze") applications, platform, web site (www.vuze.com), and any other web sites, applications, or services operated or produced by Vuze (collectively, the "Vuze Platform"). Vuze values the privacy of the users, subscribers, publishers, members, and others who visit and use the Vuze Platform (collectively or individually, "You" or "Users").

By using the Vuze Platform, you expressly consent to the information handling practices described in this notice.

This Privacy Notice is incorporated into and is subject to the Vuze Platform Terms of Service. Your use of the Vuze Platform and any personal information you provide through the Vuze Platform are subject at all time to this Privacy Notice and the Terms of Service.

TABLE OF CONTENTS

1. 1. The Information Vuze Collects
2. 2. The Way Vuze Uses Information
3. 3. When Vuze Discloses Information
4. 4. Your Choices
5. 5. Data Security
6. 6. Children's Privacy
7. 7. International Visitors
8. 8. In the Event of Merger or Sale
9. 9. Changes and Updates to this Privacy Notice
10. 10. Effective Date, Date Last Modified
11. 11. Vuze Contact Information


1. The Information Vuze Collects:

User-provided Information: You may provide to Vuze what is generally called "personally identifiable" information (such as your name, email address, postal mailing address, home/mobile telephone number, credit card number and billing information) if you upload, purchase, or download certain content or products from the Vuze Platform, enter contests or sweepstakes, or otherwise use the features and functionality of the Vuze Platform.

"Cookies" Information: When you access the Vuze Platform, we may send one or more cookies - small text files containing a string of alphanumeric characters - to your computer. Vuze may use both session cookies and persistent cookies. A session cookie disappears after you close your browser. A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to the Vuze Platform. Persistent cookies can be removed. Please review your web browser "Help" file to learn the proper way to modify your cookie settings.

"Automatically Collected" Information: When you access the Vuze Platform or open one of our HTML emails, we may automatically record certain information from your system by using different types of tracking technology. This "automatically collected" information may include Internet Protocol address ("IP Address"), a unique device or user ID, version of software installed, system type, the content and pages that you access on the Vuze Platform, and the dates and times that you visit the Vuze Platform.

2. The Way Vuze Uses Information:

Vuze uses the information that you provide or that we collect to operate, maintain, enhance, and provide all of the features and services found on the Vuze Platform as well as to track user-generated content and Users to the extent necessary to comply as a service provider with the Digital Millennium Copyright Act.

We will use your email address, without further consent, for administrative communications such as notifying you of major Vuze Platform updates, for customer service purposes, to address copyright infringement or defamation issues, or to contact you regarding any content that you have posted to or downloaded from the Vuze Platform.

Vuze uses all of the information that we collect to understand the usage trends and preferences of our Users, to improve the way the Vuze Platform works and looks, and to create new features and functionality.

Vuze may use "Automatically Collected" information and "Cookies" information to: (a) automatically update the Vuze application on your system; (b) remember your information so that you will not have to re-enter it during your visit or the next time you access the Vuze Platform; (c) monitor aggregate site usage metrics such as total number of visitors and pages accessed; and (d) track your entries, submissions, and status in any promotions or other activities.

3. When Vuze Discloses Information:

Vuze does not share your personally identifiable information with other organizations for their marketing or promotional uses without your express consent. Please be aware, however, that any personally identifiable information that you voluntarily choose to display on the Vuze Platform - such as when you publish video credits or profile information - becomes publicly available and may be collected and used by others without restriction.

We may disclose User information to affiliated companies or other businesses or persons to: provide web site hosting, maintenance, and security services; fulfill orders; conduct data analysis and create reports; offer certain functionality; and assist Vuze in improving the Vuze Platform and creating new services features. We require that these parties process such information in compliance with this Privacy Notice, we authorize only a limited use of such information, and we require these parties to use reasonable confidentiality measures.

Vuze may disclose User information if required to do so by law or in the good-faith belief that such action is necessary to comply with state and federal laws (such as U.S. Copyright law) or respond to a court order, judicial or other government subpoena, or warrant. In some cases, we may make such disclosures without providing notice to Users.

Vuze also reserves the right to disclose User information that we believe, in good faith, is appropriate or necessary to take precautions against liability; protect Vuze from fraudulent, abusive, or unlawful uses; to investigate and defend ourselves against third-party claims or allegations; to assist government enforcement agencies; to protect the security or integrity of the Vuze Platform; or to protect the rights, property, or personal safety of Vuze, our Users, or others.

4. Your Choices:

You may, of course, decline to share your personally-identifiable information with Vuze, in which case Vuze will not be able to provide to you some of the features and functionality found on the Vuze Platform. You may update, correct, or delete your user information and preferences at any time by following the directions here.

To protect your privacy and security, we take reasonable steps to verify your identity before granting you account access or making corrections to your information. You are responsible for maintaining the secrecy of your unique password and account information at all times.

5. Our Commitment to Data Security:

Vuze uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information. We cannot, however, ensure or warrant the security of any information you transmit to Vuze, and you do so at your own risk. Once we receive your transmission of information, Vuze makes commercially reasonable efforts to ensure the security of our systems. However, please note that this is not a guarantee that such information may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, technical, or managerial safeguards.

If Vuze learns of a security systems breach, then we may attempt to notify you electronically so that you can take appropriate protective steps. Vuze may post a notice on the Vuze Platform if a security breach occurs. Depending on where you live, you may have a legal right to receive notice of a security breach in writing. To receive a free written notice of a security breach you should notify us at privacy@Vuze-inc.com.

6. Our Commitment to Children's Privacy:

If you are under 13 years of age, then please do not use or access THE VUZE PLATFORM at any time or in any manner.

Protecting the privacy of young children is especially important. For that reason, Vuze does not knowingly collect or maintain personally identifiable information from persons under 13 years-of-age. If Vuze learns that personally-identifiable information of persons less than 13-years-of-age has been collected on or through the Vuze Platform, then Vuze will take the appropriate steps to delete this information.

If you are the parent or legal guardian of a child under 13 who has become Vuze Platform member, then please contact Vuze at privacy@Vuze-inc.com to have that child's account terminated and information deleted.

The following are some resources that may help parents and legal guardians in monitoring and limiting your childrens' access to certain types of material on the Internet. While Vuze does not endorse these products, we provide information about them as a public service to our community.

* "OnGuard Online," maintained by the Federal Trade Commission
* WiredSafety
* Netsmartz.org
* The Child Safety Network
* Control Kids
* Cyber Sitter
* Net Nanny

7. International Visitors:

For Users visiting the Vuze Platform from the European Economic Area or other non-U.S. territories, please note that any data you enter into the Vuze Platform will be transferred outside the European Economic Area or such other non-U.S. territory for use by Vuze and its affiliates for any of the purposes described herein. In addition, because Vuze operates globally, we may make information we gather available to worldwide business units and affiliates. By providing any data on the Vuze Platform, you hereby expressly consent to such transfers of your data to the United States or other countries.

8. In the Event of Merger or Sale:

In the event that Vuze is acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information that we have collected from Users as part of that merger, acquisition, sale, or other change of control.

9. Changes and Updates to this Privacy Notice:

This Privacy Notice may be revised periodically without further notice to you and this will be reflected by a "last modified" date below. Please revisit this page to stay aware of any changes. In general, we only use your personal information in the manner described in the Privacy Notice in effect when we received that personal information. Your continued use of the Vuze Platform constitutes your agreement to this Privacy Notice and any future revisions.

For revisions to this Privacy Notice that may be materially less restrictive on our use or disclosure of personal information you have provided to us, we will make reasonable efforts to notify you and obtain your consent before implementing revisions with respect to such information.

10. Effective Date, Date Last Modified:

Privacy Notice effective as of December 13, 2006.

Privacy Notice last modified on December 13, 2006.

11. Vuze Contact Information:

Please contact Vuze with any questions or comments about this Privacy Notice, your personal information, and our third-party disclosure practices or your consent choices at: 471 Emerson Street, Palo Alto, CA 94301 or by email: privacy@Vuze-inc.com. We will respond to your inquiry within 30 days of its receipt.
