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Terms of use

ROVI TERMS OF USE AGREEMENT

Last Updated Date: 07/23/2019.

Rovi is a trademark and brand owned by Pilot, Inc.  The rovicams.com website is owned by and comprised of various web pages operated by Pilot, Inc.

This ROVI Terms of Use Agreement (the “Agreement” or “Terms of Use”) is made between Pilot, Inc. (“Pilot,” “we,” “us,” or “our”) and you, the user, your heirs, successors, and assigns (collectively, “you” or “your”).  Pilot provides online video hosting, viewing, sharing services, among other services and products, through our owned-and-operated websites and applications, including but not limited to use of the rovicams.com website and those services provided on the rovicams.com website or through the ROVI LIVE application (collectively, the “Service” or “Services”).  These detailed Terms of Use, INCLUDING THE BINDING ARBITRATION PROVISION CONTAINED IN SECTION 17, govern your use of the Service.

1. ACCEPTANCE

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING ROVICAMS.COM OR ANY OF THE SERVICES PROVIDED BY PILOT OR BY UPLOADING OR POSTING ANY CONTENT (AS DEFINED BELOW) ON THE SERVICE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT, WHETHER OR NOT YOU HAVE REGISTERED ON OR THROUGH THE SERVICE.  IF YOU DO NOT AGREE TO THE TERMS OF USE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICE OR CONTENT.  

If you are agreeing to these Terms of Use on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms “you” and “your” shall refer to such corporate entity.  If, after your electronic acceptance of these Terms of Use, Pilot finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement.  Pilot shall not be liable for any loss or damage resulting from Pilot’s reliance on any instruction, notice, document or communication reasonably believed by Pilot to be genuine and originating from an authorized representative of your corporate entity.  If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Pilot reserves the right (but undertakes no duty) to require additional authentication from you.  You further agree to be bound by these Terms of Use for transactions entered into by you, anyone acting as your agent and anyone who uses the Service, whether or not authorized by you.

Certain areas of the Service, including, but not limited to, the areas of the Service through which you may purchase ROVI products, may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions (“Product-Specific Terms”). If there is a conflict between these Terms of Use and terms and conditions posted for a specific area of the Service, the Product-Specific Terms will take precedence with respect to your use of or access to that area of the Service.

Pilot reserves the right, at its sole discretion, to modify, discontinue or terminate the Service or to modify these Terms of Use, at any time and without prior notice.  The most current version of the Terms of Use will supersede all previous versions.  If we modify these Terms of Use, we will post the modification on the via the Service or provide you with notice of the modification.  We will also update the “Last Updated Date” at the top of these Terms of Use.  Pilot encourages you to periodically review the Terms of Use to stay informed of our updates.  By continuing to access or use the Service after we have posted a modification via the Service or have provided you with notice of a modification, you are indicating that your agreement and express consent to be bound by the modified Terms of Use.  You may also be asked to re-acknowledge and re-accept the Terms of Use following any material changes.  If the modified Terms of Use are not acceptable to you, you may cease using the Service and this is your only recourse.

Your use of the Services is subject to Pilot’s Privacy Policy, which is hereby incorporated into this Agreement.  Please review our Privacy Policy, which governs the Services, to learn about the information we collect from you, how we use it, and with whom we share it. Please read the terms in this Agreement carefully and keep a copy of them for your reference. 

    2. ACCOUNTS

    Registration: In order to access or use certain features of the Service you may be required to create an account (“Account”) and become a “Registered User” of the Service.  During the registration process you will be required to provide certain information, including an email address, and establish a username and a password.  You consent to receive notices from Pilot at the email address linked to your Account.  You agree to provide accurate, current and complete information during the registration process and at other times when you use the Service and to update such information to keep it accurate, current and complete.  Pilot reserves the right in its sole discretion to refuse to keep Accounts for, or provide services to, any individual.  Pilot reserves the right to suspend or terminate your Account if any information provided during the registration process or at other times proves to be inaccurate, not current or incomplete.  You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions.  You acknowledge that Pilot is not responsible for third-party access to your account that results from theft or misappropriation of your account.  You will immediately notify Pilot of any unauthorized use of your Account. 

    Organizational Accounts: Corporate, governmental, and other organizational users must publicly display the legal name of their entity on their public account profile. If you are a government entity in the U.S., our Government Entity Addendum applies.

    Age Requirements: Pilot does not knowingly collect, either online or offline, personal information from persons under the age of 13.  You must be at least 13 years old to create an account. If you reside in the European Union, you must be at least 16 years old. If you wish to use the Service for a commercial purpose, you must be at least 18 years old.  If you are at least the requisite age, but are still a minor in your jurisdiction, you must have your parent or legal guardian's permission to create an Account or use the Services.  Please have that person read this Agreement with you and consent to it before proceeding.  If you are at least the requisite age, but are still a minor in your jurisdiction, by using the Services, including but not limited to uploading Content via the Services, you confirm that you have the permission of your parent or legal guardian to do so.  

    Parents and Guardians: By granting your child permission, you agree to the terms of this Agreement on behalf of your child. You are responsible for monitoring and supervising your child’s usage. If your child is either under the applicable age or does not have your permission, please contact us immediately so that we can disable access.

    Account Security: You are responsible for all activity that occurs under your account, including unauthorized activity. You must safeguard the confidentiality of your account credentials. If you are using a computer that others have access to, you must log out of your account after each session.  If you become aware of unauthorized access to your account, you must change your password and notify us immediately.

    Third-Party Accounts:  You will be able to connect your Account to other third-party accounts. By connecting your Account to your third-party account, you acknowledge and agree that you are consenting to the continuous release of information about you to others (in accordance with your privacy settings on those third-party sites).  If you do not want information about you to be shared in this manner, do not use this feature.

    • 3. PILOT’S INTELLECTUAL PROPERTY

    The Service is protected by copyright, trademark, and other laws of the United States and foreign countries.  Except as expressly provided in this Agreement, Pilot and its licensors exclusively own all right, title and interest in and to the Service as well as any and all Content created or owned by Pilot, including all associated intellectual property rights.  You agree that you do not acquire any ownership rights in any intellectual property or other protected content owned by Pilot.  We do not grant you any licenses, express or implied, to the intellectual property of Pilot or its licensors except as expressly authorized by this Agreement.  You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service or Pilot-created Content.

    All trademarks, service marks, logos, trade names and any other proprietary designations of Pilot used herein are trademarks or registered trademarks of Pilot.  Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.

    • 4. ACCEPTABLE USE POLICY

    You must ensure that your content, and your conduct, complies with the Terms of Use.  Pilot may (but is not obligated to) monitor your account, content, and conduct, regardless of your privacy settings.  Pilot may take all appropriate actions to enforce its rights including removing specific videos or suspending or removing your account.

    • 5. YOUR LICENSE TO USE THE SERVICES

    “Content” on the Service means any links, text, graphics, images, music, audio, video, photos, information, code, or other materials available on the Service.  We may allow you to view, upload, submit, or publish (collectively, to “submit”) Content to or through its Services.  Pilot grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to access and use the Service, and to access, use, view and print any Content solely for your personal and non-commercial purposes.  You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service or Content, except as expressly permitted in this Agreement.  No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Pilot, its licensors, or other Service users, except for the licenses and rights expressly granted in this Agreement.

    • 6. USER SUBMITTED CONTENT

    We may, in our sole discretion, permit you to submit, post, upload, publish, email, send or transmit Content on or through the Service or in response to or in connection with Content previously provided via the Service.  Pilot is not liable for any technical, hardware, or software failures of any kind or lost, inconsistent, or unavailable network connections that may limit or prohibit Content from being uploaded.  We may occasionally ask you to resubmit Content to us in a different form.  

    Unless otherwise agreed in writing, Pilot does not claim any ownership rights in your Content and nothing in this Agreement will be deemed to restrict any rights that you may have to use and exploit your Content.  By making available any Content through the Service, you hereby grant to Pilot a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, reference, store, cache, license, sell, transfer, make derivative works of, publish, publicly display, publicly perform, transmit, stream, broadcast, making publicly available and otherwise exploit such Content on and through the Service or third-party distribution channels selected by, but not affiliated with, Pilot, in any form, medium or technology now known or later developed, in whole or in part, for any purposes, including for both commercial and non-commercial purposes subject to any limitations on use of your private Content, if applicable, in the Pilot Privacy Policy; you also waive any and all moral rights in the Content.

    You further grant Pilot the right to sublicense these rights to third parties for distribution via third-party distribution channels, which may include viral distribution of your Content.  You agree that Pilot may use third-party technologies and service providers in the course of exercising any of Pilot’s rights within this Section. You agree that neither Pilot nor any third-party distribution channels have any obligation to provide any compensation to you for your Content or the licenses granted herein. You understand that Pilot does not guarantee any confidentiality with respect to Content you submit.  You also hereby grant each user of the Service a non-exclusive license to access your Content through the Service, and to use, reproduce, distribute, display and perform such Content as permitted through the functionality of the Service and under this Agreement.

    Notwithstanding the above, if you submit Content to Pilot for Pilot, in its sole discretion, to consider using for its own purposes, you may be asked to agree to a separate license agreement that will supersede this provision with respect to such Content.  You acknowledge and agree that Pilot has no obligation to use any Content that you submit and that you have no obligation to agree to license terms other than those presented in this Agreement.

    You may only upload content that you have the right to upload and share.  You acknowledge and agree that you are solely responsible for all Content that you make available through the Service.  Accordingly, for each piece of content that you submit to or through the Service, you represent and warrant that:

    • You either are the sole and exclusive owner of all Content that you make available through the Service or you have all rights, licenses, permissions, consents and releases that are necessary to grant to Pilot the rights in such Content, as contemplated under this Agreement;
    • Pilot will not need to obtain licenses from any third party or pay royalties to any third party with respect to the streaming or other permitted distribution of the content;
    • Neither the Content nor your posting, uploading, publication, submission or transmittal of the Content or Pilot’s use of the Content (or any portion thereof) on, through or by means of the Service or otherwise will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights, performance rights or other proprietary or intellectual property rights, or rights of publicity or privacy; and
    • The Content complies with this Agreement and does not violate any applicable laws and regulations.

    Pilot is not obligated to but reserves the right to require proof that you either are the sole and exclusive owner of all Content that you make available through the Service or that you have the necessary rights, licenses, permissions, consents and releases that are necessary to grant to Pilot the rights to use such Content as provided for under this Agreement.

    In the event that your breach of any such warranties subjects Pilot to any liabilities, you agree to indemnify Pilot pursuant to Section 14.  If you have any doubt concerning your right to submit Content via the Service, then you should not do so. 

    • 7. IDEA OR PROPOSAL SUBMISSIONS/FEEDBACK

    For any proposals or ideas that you submit to Pilot, in addition to any other representations or warranties in this Agreement, you represent and warrant that you have the right to disclose such ideas or proposal to Pilot and that such disclosure does not violate the rights of any other person or party.  You will indemnify and hold harmless and defend Pilot from and against any claims, losses, expenses and liabilities arising from breach by you of the foregoing representation and warranty.

    By submitting your idea or proposal you acknowledge and recognize that Pilot has a number of well-established product lines and is continually busy working on new products, services and technologies, and as such, Pilot may currently or in the future be internally developing proposals, ideas or information or receiving proposals, ideas or information from others that are likely to be similar to the proposals or ideas provided by you.  Accordingly, nothing in this Agreement shall be construed as a representation or inference that Pilot will not independently develop or authorize the development of products, services or ideas, for itself or for others, that may compete with or be similar to the proposals or ideas you submit.  Moreover, Pilot assumes no fiduciary or confidential obligation of any kind with respect to any proposals, ideas or suggestions made by you that relate to Pilot product lines or services.  You understand we cannot and do not agree to treat as confidential your ideas, proposals, products, improvements or any other information you may decide to submit or disclose to us, even if the documents are marked as confidential or you indicate the confidential nature of the information, except to the extent covered by a separate written nondisclosure agreement, if any, we may choose to enter into with you.  You also understand and agree that Pilot’s willingness to review any proposals or ideas is not an admission by Pilot of novelty, priority, or originality and does not impair Pilot’s right to contest existing or future patents or copyrights claiming the ideas.  You agree that Pilot assumes no liability in reviewing these proposals or ideas and agree to rely solely upon such protection as may be afforded under the Patent and Copyright Statutes of the United States of America.

    If you choose to provide feedback, comments, or suggestions for improvements, or otherwise (in written or oral form) regarding the Service, Content, or Pilot product (collectively “Comments”), you acknowledge and agree that all Comments will be the sole and exclusive property of Pilot and you hereby irrevocably assign to Pilot and agree to irrevocably assign to Pilot all of your right, title, and interest in and to all Comments, including any intellectual property rights therein.  If you make suggestions to Pilot on improving our products or services, Pilot may use your suggestions without any compensation to you.

    • 8. COPYRIGHT POLICY

    Pilot respects copyright law and expects its users to do the same.  Pilot has adopted and implemented a policy that provides for the termination in appropriate circumstances of registered users or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.  Copyright owners may send Pilot a takedown notice as stated in our Copyright Policy if they believe Pilot is hosting infringing materials.  In such an event, you agree that Pilot shall be entitled to disclose your identity and contact information to the third party claiming infringement.

    • 9. GENERAL PROHIBITIONS

    You agree not to do any of the following:

    • Post, upload, publish, submit or transmit any Content (including any links thereto) that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or any duty of confidentiality that you owe to another party; (ii) violates, or encourages any conduct, that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) promotes, encourages, or engages in terrorism violence against people, animals, or property; (vii) promotes, demonstrates or constitutes illegal or harmful activities or substances; (viii) promotes, encourages, or engages in child pornography or the exploitation of children; or (ix) would otherwise be illegal for Pilot to use, possess, or make available through its Service.
    • Use, display, mirror or frame the Service, or any individual element within the Service, Pilot’s name, any Pilot trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Pilot’s express written consent;
    • Access, tamper with, or use non-public areas of the Service, Pilot’s computer systems, or the technical delivery systems of Pilot’s providers;
    • Attempt to probe, scan, or test the vulnerability of any Pilot system or network or breach any security or authentication measures;
    • Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Pilot or any of Pilot’s providers or any other third party (including another user) to protect the Service or Content;
    • Attempt to access or search the Service or Content or download Content from the Service through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Pilot or other generally available third-party web browsers;
    • Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
    • Use misleading metadata;
    • Use any meta tags or other hidden text or metadata utilizing a Pilot trademark, logo URL or product name without Pilot’s express written consent;
    • Use the Service or Content for any commercial purpose or the benefit of any third party or in any manner not permitted by this Agreement;
    • Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Service or Content to send altered, deceptive or false source-identifying information;
    • Except as authorized by law or as permitted by us, attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Service or Content;
    • Attempt to or take any other actions to damage, manipulate, or interfere with the operation of the Service and Content, the access of any user, host or network, including, without limitation, hacking, cracking, sending or installing any kind of computer virus or code designed to be capable of disrupting, damaging, or limiting the functionality of any software or hardware, overloading, flooding, spamming, or mail-bombing the Service;
    • Collect or store any personally identifiable information from the Service from other users of the Service without their express permission;
    • Impersonate or misrepresent your affiliation with any person or entity;
    • Access another’s account without permission;
    • Obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Service;
    • Harass or stalk any person;
    • Violate any applicable law or regulation; or
    • Encourage or enable any other individual to do any of the foregoing.

    Pilot will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law.  Pilot may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Use.  You acknowledge that Pilot has no obligation to monitor your access to or use of the Service or Content or to review or edit any Content, but has the right to do so for the purpose of operating the Service, to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.  Pilot reserves the right, at any time and without prior notice, to remove or disable access to any Content, including, any Content, that Pilot, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms of Use or otherwise harmful to the Service or otherwise violates any applicable law.

    • 10. LINKS TO THIRD-PARTY SITES/THIRD-PARTY SERVICES

    The Service may contain links to other websites and online resources that Pilot does not own, control, authorize, endorse or sponsor and you understand that by using the Service and accessing third-party links, you may be exposed to content that is offensive, harmful, inaccurate or otherwise inappropriate or that may otherwise violate applicable law.  You understand and agree that Pilot is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources.  

    Links to such websites or resources do not imply any endorsement, ownership, association, control, authorization or sponsorship by Pilot of such websites or resources or the content, products, or services available from such websites or resources.  The website operator, not Pilot, is solely responsible for the content thereof, and your use of each such website will be subject to its terms of use.  We may disable integrations with any third party at any time, with or without notice.  Except as expressly stated herein, nothing in this Agreement confers any right on any third party.  You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.  By using the Service, you expressly release Pilot from any and all liability arising from your use of any third-party website or on-line resource.  Accordingly, Pilot encourages you to be aware when you leave the Service and to review the terms and conditions, privacy policies, and other governing documents of each website that you may visit.

    Certain services made available via the rovicams.com website are delivered by third-party sites and organizations. By using any product, service or functionality originating from the rovicams.com domain, you hereby acknowledge and consent that Pilot may share such information and data with any third party with whom Pilot has a contractual relationship to provide the requested product, service or functionality on behalf of rovicams.com users and customers.

    • 11. SWEEPSTAKES AND CONTESTS

    Pilot may operate sweepstakes, contests and similar promotions (collectively, “Promotions”) through the Service.  You should carefully review the rules (e.g., the “Official Rules”) of each Promotion in which you participate through the Service, as they may contain additional important information about Pilot’s rights to and ownership of the submissions you make as part of the Promotions and as a result of your participation in such Promotions.  To the extent that the terms and conditions of such Official Rules conflict with the Terms of Use, the terms and conditions of such Official Rules will control.

    • 12. TERMINATION AND ACCOUNT CANCELLATION

    If you breach any of these Terms of Use or otherwise violate applicable law, in its sole discretion and without prior notice to you, Pilot has the right to suspend, disable, terminate or cancel your Account and/or terminate these Terms of Use.  Pilot is under no obligation to continue to support the Service in any way, or to provide you with updates or error corrections to Service.  Your rights under these Terms of Use will terminate immediately and automatically, with or without notice in Pilot’s sole discretion, if Pilot ceases to support the Service. 

    Pilot reserves the right to revoke, suspend, cancel or disable your access to and use of the Service and Content at any time, with or without cause, and any such action by Pilot will not affect Pilot’s rights to sublicense, to use, copy, adapt, modify, distribute, reference, store, cache, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, making publicly available and otherwise exploit any Content you submitted, uploaded, or otherwise made available through the Service.

    You may cancel or delete your Account at any time, such action by you will not affect Pilot’s rights to sublicense, to use, copy, adapt, modify, distribute, reference, store, cache, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, making publicly available and otherwise exploit any Content you previously submitted, uploaded, or otherwise made available through the Service.

    In the event of any termination or expiration of the Terms of Use or your use of the Service, in addition to any rights explicitly retained by Pilot after such an event pursuant to this Agreement, the following sections shall also apply to the fullest extent permitted by law and shall survive: Section 13 (Disclaimers), Section 14 (Indemnification), Section 15 (Limitation of Liability), Section 16 (Controlling Law and Jurisdiction), Section 17 (Dispute Resolution), Section 18 (U.S. Export Laws and International Users), Section 19 (Notice), Section 20 (Entire Agreement), Section 21 (Reservation of Rights, Severability, Force Majeure), and Section 22 (Relationship and Assignments). 

    • 13. DISCLAIMERS

    THE SERVICE AND CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.  YOU USE THE SERVICES AT YOUR OWN RISK.  WITHOUT LIMITING THE FOREGOING, PILOT EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.  

    Among other things, Pilot makes no representations or warranties:

    • That the Services or Content, or any part thereof, will be available or permitted in your jurisdiction, uninterrupted, secure, error-free or accessible from all devices or browsers;
    • Concerning any content submitted by our users;
    • Concerning the quality of any products, services or Content obtained or made available through the Service, including any Content submitted by our users, or the accuracy, timeliness, truthfulness, completeness or reliability of any Content obtained or made available through the Service.
    • That our services will meet your business or professional needs or any other requirements;
    • That Pilot will continue to offer or make available the Services, including without limitation any particular feature of the Service or particular software, for any particular length of time and Pilot reserves the right to change and update the Service and any software without notice to you.  
    • Concerning any third-party websites and resources.

    NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PILOT OR THROUGH THE SERVICE OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.  YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICE AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICE.

    • 14. INDEMNIFICATION

    You agree to defend, indemnify, and hold Pilot, its subsidiaries and affiliates, and their officers, directors, employees, agents, representatives and attorneys harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Service or Content; (ii) your violation of this Agreement or the policies or agreements which are incorporated herein; and/or (iii) your violation of any third-party right, including without limitation any intellectual property or other proprietary right.  Pilot reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you will fully cooperate with Pilot in asserting any available defenses.  

    • 15. LIMITATION OF LIABILITY

    YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICE AND CONTENT REMAINS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PILOT NOR ANY OTHER COMPANY OR INDIVIDUAL INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICE OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF BUSSINESS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT PILOT HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  TO THE EXTENT NEW JERSEY LAW APPLIES TO YOU, THIS EXCLUSION OR LIMITATION OF LIABILITY DOES NOT APPLY TO YOU.

    TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PILOT AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR FROM THE USE OF OR INABILITY TO USE THE SERVICE OR CONTENT EXCEED ONE HUNDRED DOLLARS ($100).  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL AND MATERIAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PILOT AND YOU.

    IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.

    • 16. CONTROLLING LAW AND JURISDICTION

    This Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.  The exclusive jurisdiction and venue of any action to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights will be the state and federal courts located in the Central District of California and each of the parties hereto waives any objection to exclusive jurisdiction and venue in such courts.  IN ANY SUCH ACTION, PILOT AND YOU IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

    • 17. DISPUTE RESOLUTION

    Last Updated Date to Section 17: 07/23/2019

    Pilot and you agree that these Terms of Use affect interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of these arbitration provisions.

    In the event of a dispute, claim, or controversy arising out of or in connection with your access to, and/or use of the Service, and/or the provision of content, services, and/or technology on or through the Service, Pilot or you must give the other notice of the dispute, claim, or controversy which notice will include a brief written statement that sets forth the name, address, and contact information of the party giving it, the facts giving rise to the dispute, claim, or controversy and the relief requested.  To the extent that Pilot has your contact information, it will send any such notice to you by U.S. Mail, or otherwise to the email address last linked to your Account.  Pilot and you will attempt to resolve any dispute, claim, or controversy through informal negotiation within thirty (30) days from the date that any notice of dispute, claim, or controversy is sent. Pilot and you shall use reasonable, good faith, efforts to settle any dispute, claim, or controversy through consultation and good faith negotiations.  After 30 days, Pilot or you may resort to the other alternatives described in this Section.  Notwithstanding the foregoing, the notice and 30-day negotiation period required by this paragraph shall not apply, however, to disputes, claims, or controversies concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of the Service.

    Except as otherwise specifically set forth below, any dispute, claim, or controversy of any kind between Pilot and you arising under these Terms of Use or in connection with your access to, and/or use of the Service, and/or the provision of content, services, and/or technology on or through the Service, if unresolved through informal discussions within thirty (30) days of receipt of notice, shall be resolved by binding arbitration to be held in the state in which you reside. Notwithstanding the foregoing, disputes, claims, or controversies concerning patents, copyrights, moral rights, trademarks, and trade secrets and claims of piracy or unauthorized use of the Services shall not be subject to arbitration.

    For residents outside the United States, arbitration shall be initiated in the courts of the Central District of California, and Pilot and you agree to submit to the personal jurisdiction of the courts of the Central District of California to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. 
    The arbitration shall be conducted by a single arbitrator, governed by the rules of JAMS that are in effect at the time the arbitration is initiated available at www.jamsadr.comor by calling JAMS at 1-800-352-5267 (referred to as the “JAMS Rules”) and under the rules set forth in this Agreement.

    Pilot shall bear the cost of any arbitration filing fees and arbitration fees for claims of up to $75,000, unless the arbitrator finds the arbitration to be frivolous.  You are responsible for all other additional costs that you may incur in the arbitration including, but not limited to attorney's fees and expert witness costs unless Pilot is otherwise specifically required to pay such fees under applicable law. For claims that total more than $75,000, the JAMS Rules will govern payment of filing fees and arbitration fees. The decision of the arbitrator will be in writing and binding and conclusive on Pilot and you, and judgment to enforce the decision may be entered by any court of competent jurisdiction.  Pilot and you agree that dispositive motions, including without limitation, motions to dismiss and motions for summary judgment will be allowed in the arbitration.  The arbitrator must follow these Terms of Use and can award the same damages and relief as a court, including injunctive or other equitable relief and attorney's fees.

    Notwithstanding the foregoing, Pilot and you agree not to seek any attorney’s fees and expert witness costs unless the arbitrator finds that a claim or defense was frivolous or asserted for an improper purpose.  Pilot and you understand that, absent this mandatory arbitration provision, Pilot and you would have the right to sue in court and have a jury trial.  Pilot and you further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

    If your claim is solely for monetary relief of $10,000 or less, and does not include a request for any type of equitable remedy, you may choose whether the arbitration will be conducted solely based on documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing under the JAMS Rules.

    You may choose to pursue your claim in small claims court where jurisdiction and venue over Pilot and you otherwise qualifies for such small claims court and where your claim does not include a request for any type of equitable relief.

    You have the right to opt-out and not be bound by these arbitration provisions by sending written notice of your decision to opt-out to Pilot as provided by Section 19.  The notice must be sent within the later of 30 days of your first use of the Service or within 30 days of the date any changes to these arbitration provisions became effective, as indicated in the “Last Updated Date to Section 17” above or in the date of Pilot’s email to you notifying you of such change. Otherwise you shall be bound to arbitrate any disputes, claims, or controversies in accordance with the terms of this Section.  If you opt-out of these arbitration provisions, Pilot also will not be bound by them.  If you do not affirmatively elect to opt out as described above, your use of the Service will be deemed to be your irrevocable acceptance of these Terms of Use and any changes/updates to this Section.

    If any clause within these arbitration provisions is found to be illegal or unenforceable, that specific clause will be severed from these arbitration provisions, and the remainder of the arbitration provisions will be given full force and effect.  In the event some or all of these arbitration provisions are determined to be unenforceable for any reason, or if a claim, dispute or controversy is brought that is found by a court to be excluded from the scope of these arbitration provisions, Pilot and you agree to waive, to the fullest extent allowed by law, any trial by jury.

    The terms of these arbitration provisions will also apply to any claims asserted by you against any present or future parent or affiliated company of Pilot to the extent that any such claims arise out of your access to, and/or use of the Service, and/or the provision of content, services, and/or technology on or through the Service and will be binding on you, your heirs, successors, and assigns.

    Class Action Waiver.  PLEASE READ THIS SECTION CAREFULLY - IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS.

    Pilot and you agree that Pilot and you will resolve any disputes, claims or controversies on an individual basis, and that any claims brought under this Agreement in connection with the Service will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding.  Pilot and you further agree that Pilot and you shall not participate in any consolidated, class, or representative proceeding (existing or future) brought by any third party arising under this Agreement or in connection with the Service.  If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that arbitration can proceed on a class basis, then the disputes, claims or controversies will not be subject to arbitration and must be litigated in federal court located in the Central District of California.

    The terms of this provision will also apply to any claims asserted by you against any parent or affiliated company of Pilot to the extent that any such claims arise out of your access to, and/or use of the Service, and/or the provision of content, services, and/or technology on or through the Service and will be binding on you, your heirs, successors, and assigns.

    • 18. U.S. EXPORT LAWS AND INTERNATIONAL USERS

    The Service is controlled, operated and administered by Pilot from our offices within the United States.  The Service may be subject to the export laws, restrictions, regulations and administrative acts of the United States Department of Commerce, Department of Treasury Office of Foreign Assets Control (“OFAC”), State Department, and other United States authorities (collectively, “U.S. Export Laws”).  Users shall not use the Service to collect, store or transmit any technical information or data that is controlled under U.S. Export Laws.  Users shall not export or re-export, or allow the export or re-export of, the Service in violation of any U.S. Export Laws.  The Service may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country with which the United States has embargoed trade; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List, or any other denied parties lists under U.S. Export Laws.  By using Service, you agree to the foregoing and represent and warrant that you are not a national or resident of, located in, or under the control of, any restricted country; and you are not on any denied parties list; and you agree to comply with all U.S. Export Laws (including “anti-boycott”, “deemed export” and “deemed re-export” regulations). 

    If you access the Service from a location outside of the United States, you do so on your own initiative and you are responsible for compliance with the local laws of that jurisdiction, if and to the extent those local laws are applicable and do not conflict with U.S. Export Laws.  If such laws conflict with U.S. Export Laws, you shall not access the Service.  You agree that you will not use the Services or Content accessed through the rovicams.com website in any country or in any manner prohibited by any applicable laws, restrictions or regulations.  The obligations under this Section shall survive any termination or expiration of these Terms of Use or your use of the Service.

    • 19. NOTICE

    Notices by Pilot: Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Use, will be in writing and given by Pilot (i) via email (in each case to the email address that you provide) or (ii) by posting to the Service.  For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.  Visiting rovicams.com or sending emails to Pilot, Inc. constitutes electronic communications.  You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on rovicam.com, satisfy any legal requirement that such communications be in writing. 

    Notices to Pilot: Any notices required hereunder of User to Pilot, will be in writing sent to Pilot at:

    Pilot, Inc./Rovi
    13000 Temple Ave.
    City of Industry, CA 91746

    • 20. ENTIRE AGREEMENT

    This Agreement constitutes the entire and exclusive understanding and agreement between Pilot and you regarding the Service and Content, and this Agreement supersedes and replaces any and all prior oral or written understandings or agreements between Pilot and you regarding the Service and Content, and may not be modified except in accordance with the terms of this Agreement.  If you have a signed agreement with Pilot, any conflicting term of that agreement will prevail over the terms hereof, but only as to the subject matter of that agreement.  A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.  It is the express wish to the parties that this Agreement and all related documents be written in English.

    • 21. RESERVATION OF RIGHTS, SEVERABILITY, FORCE MAJEURE

    Pilot reserves all rights not expressly granted herein. Pilot’s rights and remedies are cumulative.  The failure of Pilot to enforce any right or provision of this Agreement will not constitute a waiver of future enforcement of that right or provision.  The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Pilot. Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.  If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect.  Pilot will not be liable for any delay or failure caused by a force majeure event.

    • 22. RELATIONSHIP AND ASSIGNMENT

    You and Pilot are independent contractors of one another; neither party is an agent, partner, or joint venturer of the other.  This Agreement will bind and inure to the benefit of the parties and their successors, personal representatives, and permitted assigns. Except as otherwise stated herein, you may not assign or transfer these Terms of Use, by operation of law or otherwise, without Pilot’s prior written consent.  Any attempt by you to assign or transfer these Terms of Use, without such consent, will be null and of no effect.  Pilot may assign or transfer these Terms of Use, at its sole discretion, without restriction. 

    • 23. QUESTIONS REGARDING THIS AGREEMENT

    Pilot welcomes your questions or comments regarding the Terms of Use.  If you have any questions about these Terms of Use, please contact Pilot at:

    Pilot, Inc./Rovi
    13000 Temple Ave.
    City of Industry, CA 91746

    Email Address: customerservice@rovicams.com

    Telephone number: 800-237-7560