Terms of Service

1. Your acceptance of these terms and conditions.

Use of Magnify Networks' service (the "Service") in any manner, and whether at the Magnify.net website or through a third party website or other interface, you certify that (a) you are at least 18 years of age, (b) if you are providing access to the Service to any person who is under 13 years of age, you are such person's parent or legal guardian and you consent to the use of the Service by such person only under your direct supervision and subject to any reasonable verification required by Magnify Networks, and (c) you expressly agree to be bound by these terms and conditions of service (these "Terms"). Your use of the Service is expressly conditioned upon the certifications listed above and your acceptance of these Terms. If the certifications above are not true, or if you do not agree to any part of these Terms, you may not use the Service. Magnify Networks reserves the right to update and revise these Terms from time to time without notice to or acceptance by you.

A. Magnify hereby grants you permission to use the Website as set forth in this Terms of Service, provided that: (i) you will not copy or distribute any part of the Website in any medium without Magnify's prior written authorization; (ii) you will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose; and (iii) you will otherwise comply with the terms and conditions of these Terms of Service.

B. In order to access some features of the Website, you will have to create an account. You may never use another's account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Magnify immediately of any breach of security or unauthorized use of your account. Although Magnify will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Magnify or others due to such unauthorized use.

C. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Website in a manner that sends more request messages to the Magnify servers in a given period of time than a human can reasonably produce in the same period by using a conventional online web browser. Notwithstanding the foregoing, Magnify grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Magnify reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website with respect to their User Submissions.

D. The Software that comprises the Magnify Platform is owned by Magnify Networks, Inc. and its suppliers. The software structure, organization and code are the valuable trade secrets of Magnify Networks, Inc. and its suppliers. The Software is also protected by United States Copyright Law and International Treaty provisions. You must treat the Software just as you would any other copyrighted material, such as a book. You may not copy the Software. You agree not to modify, adapt or translate the Software. You also agree not to reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Software.

2. Intellectual Property Rights

The content on the Magnify Website, except all User Submissions (as defined below), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Magnify, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content on the Website is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Magnify reserves all rights not expressly granted in and to the Website and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Submissions of third parties obtained through the Website for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Magnify Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Magnify Website or the Content therein.

3. Use of the Free Service

If you sign up to use the Free service, you understand that Magnify.net will have the right to place ads on your pages up to fifty percent of the time pages are served (ad split). In addition, you are explicitly forbidden from placing ads anywhere on your page other than in the page layout elements called Ad Units (which are shared inventory). If you place ads in the header, footer, or graphic or text box units on the page, Magnify.net reserves the right to take down your site.

Magnify provides users of our free services with up to up to twenty free video uploads per week (file size up to 50 Megabytes). Additional uploads may be purchased as part of our Pro video offering. Sites with page views of up to 20,000 per month (pages or embeddable player views) can use the free service.

The Magnify Free service includes access to the most recent 200 content items added to a channel. The Magnify Free service is limited to 7 Automatic Video Discovery searches. The Magnify Free service includes delivery of Magnify hosted video assets at a reduced encoding rate. Any attempts to circumvent these restrictions shall be deemed a violation of the terms of service.

The Magnify Free service shall not be used to upload or link to content or meta-data that contains:

Pornography, adult or mature content
Violent content
Content related to racial intolerance or advocacy against any individual, group or organization
Excessive profanity
Hacking/cracking content
Gambling or casino-related content
Illicit drugs and drug paraphernalia content
Sales of beer or hard alcohol
Sales of tobacco or tobacco-related products
Sales of prescription drugs
Sales of weapons or ammunition (e.g. firearms, firearm components, fighting knives, stun guns)
Sales of products that are replicas or imitations of designer goods
Sales or distribution of coursework or student essays
Content regarding programs which compensate users for clicking ads or offers, performing searches, surfing websites or reading emails
Any other content that is illegal, promotes illegal activity or infringes on the legal rights of others
Content protected by copyright law unless they have the necessary legal rights to display that content

4. Use of the Pro Service

The Magnify Pro Service is intended for consumer use only. The Magnify pro service may not be resold, white labeled, or remarketed. The Magnify pro service includes Magnify branding, Removal of Magnify branding is a violation of the terms of service and is cause for immediate suspension of your account without notice.

The Magnify pro service is limited to a maximum of 25,000 page views per month. Sites with traffic in excess of this level are eligible for our Enterprise solution.

The Magnify pro service is supported the Magnify ticket based support system only. Magnify Networks makes no warranty as to the availability of the pro service, nor do we guarantee we will continue to offer the pro service at any point in the future. The terms, pricing, and features of the pro service are subject to change at any time without notice.

5. User Submissions

A. The Magnify Website may now or in the future permit the submission of videos or other communications submitted by you and other users ("User Submissions") and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, Magnify does not guarantee any confidentiality with respect to any submissions.

B. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Magnify to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Service. For clarity, you retain all of your ownership rights in your User Submissions. However, by submitting the User Submissions to Magnify, you hereby grant Magnify a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Magnify Website and Magnify's (and its successor's) business, including without limitation for promoting and redistributing part or all of the Magnify Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Magnify Website a non-exclusive license to access your User Submissions through the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Website and under these Terms of Service. The foregoing license granted by you terminates once you remove or delete a User Submission from the Magnify Website.

C. In connection with User Submissions, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Magnify all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Magnify or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business: (v) impersonate another person. Magnify does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Magnify expressly disclaims any and all liability in connection with User Submissions. Magnify does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and Magnify will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. Magnify reserves the right to remove Content and User Submissions without prior notice. Magnify will also terminate a User's access to its Website, if they are determined to be a repeat infringer. A repeat infringer is a User who has been notified of infringing activity more than twice and/or has had a User Submission removed from the Website more than twice. Magnify also reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Service for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. Magnify may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Service at any time, without prior notice and at its sole discretion.

D. In particular, if you are a copyright owner or an agent thereof and believe that any User Submission or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;

(iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;

(v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Magnify's designated Copyright Agent to receive notifications of claimed infringement is: notifymagnify.net. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Magnify customer service through http://www.magnify.net/contact. You acknowledge that if you fail to comply with all of the requirements of this Section 3(D), your DMCA notice may not be valid.

E. You understand that when using the Magnify Website, you will be exposed to User Submissions from a variety of sources, and that Magnify is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are 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 Magnify with respect thereto, and agree to indemnify and hold Magnify, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.

6. Disclaimer

Magnify Networks may change or discontinue the Service. You acknowledge that Magnify Networks may establish general practices and limits concerning use of the Service and may modify such practices and limits from time to time. Magnify Networks may at any time and from time to time to modify or discontinue, temporarily or permanently, all or any part of the Service with or without notice. Magnify Networks is under no obligation to preserve, provide access to or return to you any Content. You agree that Magnify Networks shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

Disclaimer of Warranties. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (a) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. MAGNIFY NETWORKS 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; (b) MAGNIFY NETWORKS WILL MAKE REASONABLE EFFORTS TO MAINTAIN THE SERVICE, HOWEVER, MAGNIFY NETWORKS IS NOT RESPONSIBLE FOR ANY DAMAGE, LOSS OF DATA, CONTENT OR INFORMATION, REVENUE, OR OTHER HARM TO BUSINESS ARISING OUT OF DELAYS, MISDELIVERY OR NONDELIVERY OF INFORMATION, RESTRICTION OR LOSS OF ACCESS, BUGS, VIRUSES OR OTHER ERRORS, UNAUTHORIZED USE, OR OTHER INTERACTION WITH THE SERVICE. YOU ARE RESPONSIBLE FOR MAINTAINING AND BACKING-UP YOUR DATA AND INFORMATION THAT MAY RESIDE ON THE SERVICE. MAGNIFY NETWORKS DOES NOT WARRANT THAT (i) THE SERVICE WILL MEET YOUR SPECIFIC 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 ANY SOFTWARE USED IN CONNECTION WITH THE SERVICE WILL BE CORRECTED; (c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE SOLELY AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA OR CONTENT THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL; AND (d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Limitation of liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT MAGNIFY NETWORKS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, LOSS OF REPORTED EARNINGS, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MAGNIFY NETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), HOWEVER AND WHENEVER ARISING, AND REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION ANY SUCH DAMAGES RELATING TO (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. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above disclaimers and limitations may not apply to you.