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USE
OF THIS SITE.
1. ACCEPTANCE
OF TERMS AND CONDITIONS.
2. INTELLECTUAL PROPERTY
NOTICE.
3. TOUCH ARTWORKS.
4. LIMITED LICENCE.
5. TRADE-MARKS.
6. TOUCH FORUMS.
7. YOUR PERSONAL INFORMATION.
8. NO WARRANTIES.
9. LIMITATION OF LIABILITY.
10. THIRD PARTY LINKS.
11. APPLICABLE LAW.
12. COMPLIANCE WITH
LOCAL LAWS.
1. ACCEPTANCE
OF TERMS AND CONDITIONS.
Derivative
Inc. ("Derivative") makes this Web site available
for your use subject to the following terms and conditions
("Terms and Conditions"). If you do not agree
with these Terms and Conditions, you should immediately
discontinue all use of this Web site. These Terms and Conditions
are subject to change without notice to you and it is your
responsibility to check this Web site regularly for any
such changes. Your continued use of this Web site shall
constitute your acceptance of any changes to these Terms
and Conditions. If you do not comply with these Terms and
Conditions at any time, or if Derivative has reasonable
grounds to suspect same, Derivative reserves the right to
terminate your membership, your subscribership to the Derivative
mailing list, your participation in any Derivative forums,
your customer account and/or your access to this Web site
(or any part of this Web site), as applicable, in Derivatives
sole discretion.
2. INTELLECTUAL
PROPERTY NOTICE.
Copyright
© Derivative Inc., 2001. All rights reserved. Derivative
either owns the intellectual property rights, including,
without limitation, copyright, in all text, HTML code, multimedia
clips, images, graphics, icons, Touch Artworks (as defined
herein) and other content that is made available to you
on this Web site (collectively, "Content"), or
has obtained all necessary licences to use the Content on
this Web site and to grant to you the limited licence set
out in these Terms and Conditions. "Content" shall
be deemed to include all text, HTML code, multimedia clips,
images, graphics, icons and other content that is posted,
transmitted or otherwise distributed through any Derivative
forums (i.e., mailing lists).
3. TOUCH
ARTWORKS.
"Touch
Artworks" means all Touch artworks, including, without
limitation, Touch Synths, Touch Tracks and Touch Projects,
uploaded to this Web site by licensees of TouchMixer and/or
TouchDesigner. By uploading any Touch Artworks to this Web
site, you:
(a) grant
to Derivative a royalty-free, worldwide, non-exclusive,
irrevocable licence to publish, perform, communicate
to the public by telecommunication, display, print,
download, upload, copy, use and modify (to the extent
that the applicable file format is modifiable) such
Touch Artworks and to grant to licensees of TouchPlayer,
TouchMixer and TouchDesigner a limited, personal, royalty-free,
non-exclusive sublicence to publish, perform, communicate
to the public by telecommunication, display, print,
download, upload, copy, use and modify (to the extent
that the applicable file format is modifiable) such
Touch Artworks;
(b) irrevocably
waive, in favour of Derivative and any licensees of
Derivative software, all moral rights that you may have,
as author, with respect to such Touch Artworks, including,
without limitation, the right to attribution of authorship,
the right to restrain any distortion, mutilation or
other modification of such Touch Artworks and the right
to prohibit any use of such Touch Artworks in association
with a product, service, cause or institution that might
be prejudicial to your honour or reputation (collectively,
"Moral Rights").
(c) represent
that you either own the intellectual property rights
in such Touch Artworks, including all components thereof,
or have obtained all necessary licences to upload such
Touch Artworks, including all components thereof, to
this Web site and to grant to Derivative the licence
in (a);
(d) agree
to promptly defend Derivative and/or its licensees,
as applicable, at your expense, against any claim that
the display, printing, downloading, uploading, copying,
use or modification of such Touch Artworks, or any component(s)
thereof, by Derivative and/or its licensees infringes
any intellectual property rights of any third party,
and to save Derivative and/or its licensees, as applicable,
harmless from all costs, damages and legal fees suffered
as a result of such claim;
(e) agree
that, in connection with the uploading of such Touch
Artworks, you shall not post, transmit or otherwise
distribute: (i) any threatening, abusive, libelous,
defamatory, obscene or unlawful materials of any kind;
(ii) any confidential information of Derivative or any
third party without the authorization of the owner of
such confidential information; (iii) any unsolicited
or unauthorized advertising or promotional materials;
or (iv) any materials that contain a virus, trojan horse,
worm or other harmful or disruptive component.
(f) agree
that if you do not comply with any term of this Section
3, or if Derivative has reasonable grounds to suspect
same, Derivative shall have the right, in Derivative's
sole discretion, to remove from this Web site any Touch
Artworks uploaded by you.
4. LIMITED
LICENCE.
(a) Derivative
grants to you a limited licence to display on your computer,
print, download and use the Content, excluding all Touch
Artworks and Content posted, transmitted or otherwise
distributed by you or third parties through Derivative
forums, ("Core Content") solely for personal
purposes, provided that you do not, except as expressly
permitted by any licence agreement entered into by you
in respect of Derivative software:
(i) modify
the Core Content;
(ii) include
the Core Content in or with any product that you
create or distribute; or
(iii) copy
the Core Content onto your or any other persons
Web site.
(b) Derivative
grants to you, for the term of any licence agreement
entered into by you in respect of Derivative software,
a limited, personal, royalty-free, non-exclusive sublicence
to publish, perform, communicate to the public by telecommunication,
display, print, download, upload, copy, use and modify
(to the extent that the applicable file format is modifiable)
any Touch Artworks uploaded by third parties, provided
that: (i) you do not use such Touch Artworks for the
purpose of operating a catalog of Touch Artworks; and
(ii) you do not rent, transfer or grant a sublicence
to publish, perform, communicate to the public by telecommunication,
display, print, download, upload, copy, use or modify
such Touch Artworks, except when authorized to do so
by Derivative in writing. You acknowledge that the foregoing
sublicence is subject to Derivative being granted by
the applicable third parties the rights required to
grant such sublicence, in accordance with these Terms
and Conditions.
(c) Derivative
grants to you, for so long as you participate in any
Derivative forum, a limited, personal, non-exclusive,
royalty-free sublicence to use, publish, communicate
to the public by telecommunication and reproduce any
content posted, transmitted or otherwise distributed
by third parties through such forum. You acknowledge
that the foregoing sublicence is subject to Derivative
being granted by the applicable third parties the rights
required to grant such sublicence, in accordance with
these Terms and Conditions.
(d) No
other use of the Content by you is permitted. Nothing
in these Terms and Conditions shall be construed as
conveying to you any intellectual property rights of
Derivative or any third party who owns any intellectual
property rights in the Content.
5. TRADE-MARKS.
"Derivative",
"Touch101", "TouchPlayer", "TouchMixer",
"TouchDesigner" and "the artform for live
visuals" (collectively, the "Derivative Marks")
are the trade-marks of Derivative. All other trade-marks
and trade-names referred to on this Web site are the property
of their respective owners. The display of trade-marks or
trade-names on this Web site does not convey or create any
licence or other rights in such trade-marks or trade-names.
Any unauthorized use of the Derivative Marks is strictly
prohibited.
6. TOUCH
FORUMS.
By
participating in any Derivative forum, you:
(a) agree
that upon posting, transmitting or otherwise distributing
any content through such forum, you grant Derivative
a non-exclusive, worldwide, royalty-free, irrevocable
licence to use, publish, communicate to the public by
telecommunication and reproduce such content and to
grant to any third parties who participate in such forum
a limited, personal, non-exclusive, royalty-free sublicence
to use, publish, communicate to the public by telecommunication
and reproduce such content;
(b) agree
to irrevocably waive, in favour of Derivative and any
third parties who participate in such forum, all Moral
Rights that you may have, as author, with respect to
any content that you post, transmit or otherwise distribute
through such forum;
(c) represent
that you either own the intellectual property rights
in any content that you post, transmit or otherwise
distribute through such forum, or have obtained all
necessary licences to post, transmit or otherwise distribute
such content and to grant to Derivative the licence
in (a);
(d) agree
to promptly defend Derivative and/or any third parties
who participate in such forum, as applicable, at your
expense, against any claim that the use, publication,
communication to the public by telecommunication or
reproduction of such content, by Derivative or such
third parties, infringes any intellectual property rights
of any third party, and to save Derivative and/or such
third parties, as applicable, harmless from all costs,
damages and legal fees suffered as a result of such
claim; and
(e) agree
to use such forum only for the purpose of communicating
with Derivative or third parties who participate in
such forum regarding the applicable Derivative software,
and without limiting the generality of the foregoing,
to not use such forum to post, transmit or otherwise
distribute: (i) any threatening, abusive, libelous,
defamatory, obscene or unlawful materials of any kind;
(ii) any confidential information of Derivative or any
third party without the authorization of the owner of
such confidential information; (iii) any materials that
contain a virus, trojan horse, worm or other harmful
or disruptive component; (iv) any unsolicited or unauthorized
advertising or promotional materials; or (v) any material
protected by copyright or other intellectual property
right without the authorization of the applicable rightholder.
7. YOUR
PERSONAL INFORMATION.
If
you register for membership, join the Derivative mailing
list or license or purchase any Derivative products or services,
you agree to provide Derivative solely with true, accurate
and complete information about yourself and to update such
information as required in order to keep it true, accurate
and complete. Derivative respects your privacy and wants
you to feel secure in your use of this Web site and Derivatives
products and services. To understand how your personal information
will be treated by Derivative, please review Derivatives
Privacy Policy.
8. NO
WARRANTIES.
The
Content is provided on an "as is" and "as
available" basis. Derivative expressly disclaims any
and all warranties and conditions of any kind, whether express
or implied, including, without limitation, the implied warranties
or conditions of merchantability, fitness for a particular
purpose and non-infringement. Without limiting the generality
of the foregoing, Derivative does not warrant the quality,
accuracy, completeness, integrity or reliability of any
Content, including, without limitation, any Touch Artworks
or any Content relating to Derivative forums. You acknowledge
that Derivative has not reviewed, screened, approved or
otherwise endorsed any Touch Artworks or Content posted,
transmitted or otherwise distributed by you or third parties
through Derivative forums and that your use of, or reliance
on, such Content is solely at your own risk. Although Derivative
reserves the right to remove from this Web site, without
notice and for any reason, any Touch Artworks or Content
posted, transmitted or otherwise distributed through Derivative
forums, Derivative has no obligation to remove any such
Content that you may find objectionable or offensive.
9. LIMITATION
OF LIABILITY.
In
no event shall Derivative be liable for any damages whatsoever,
including, without limitation, direct, indirect, incidental,
special or consequential damages, arising out of, or in
connection with, the use of, or the inability to use, this
Web site or the Content (including, without limitation,
any Touch Artworks or any Content relating to Derivative
forums), or any other matter relating to this Web site.
10. THIRD
PARTY LINKS.
This
Web site may contain links to third party Web sites. The
inclusion of any such links does not imply any approval,
endorsement or recommendation of the material on such third
party Web sites or any association with the applicable third
parties by Derivative. Your use of any such link is entirely
at your own risk. Derivative does not make, and expressly
disclaims, any warranty or condition, express or implied,
statutory or otherwise, respecting any third party Web sites
to which you may link via this Web site, including, but
not limited to, any warranties or conditions of merchantability,
fitness for a particular purpose or non-infringement.
11. APPLICABLE
LAW.
These
Terms and Conditions shall be governed by the laws of the
Province of Ontario and the laws of Canada applicable therein.
Any dispute arising out of or in connection with these Terms
and Conditions shall be settled in the courts of the City
of Toronto in the Province of Ontario, although the foregoing
shall not limit the ability of Derivative to seek injunctions
and other remedies in other jurisdictions, as required,
in order to stop continuing breaches of these Terms and
Conditions by you.
12. COMPLIANCE
WITH LOCAL LAWS.
This
Web Site is controlled and operated at offices in Toronto,
Ontario, Canada. Derivative makes no representation that
the Content is appropriate or available for use in locations
other than the foregoing. If you choose to access this Web
site from other locations, you do so on your own initiative
and you are responsible for compliance with local laws,
if and to the extent that local laws are applicable.
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