Términos y Condiciones
UrbanoTV, Inc. d/b/a NGL Media, Inc. (“NGL”, “We”, “Us”) is the owner of the Website. We reserve the right, in our sole discretion, to modify or replace any of the Terms at any time. So it’s advisable that you periodically review the Terms for any changes. Your continued use of the Website following the posting of any changes to the Terms constitutes acceptance of those changes.
You do not have to register in order to visit the Website.
When using the Website you agree not to engage in any of the following prohibited activities: (i) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Website or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page); (ii) submit or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (iii) submit or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (iv) submit or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (v) interfere with or disrupt the servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website; (vi) re-establish an account after your account has been terminated; (vii) use any automated or non-automated means to access, copy or distribute any portion of the Website or collect any information from the Website, including without limitation, the use of so-called “robots”, “spiders”, “offline readers”, etc.; (viii) provide any content that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any system, data or personal information; (ix) customize the Website in a way that adversely affects the display of any advertising or promotional links on the Website; (x) modify or create variant versions of the Website’s logos or other trademarks; (xi) speak or act on behalf of the Website, including but not limited to, describing yourself as a Website employee, affiliate or spokesperson for the Website; (xii) knowingly or unknowingly use the Website to violate any applicable local, state, national or international law; (xiii) collect or harvest any personally identifiable information, including account names and email address; (xiv) use the Website for commercial solicitation purposes; and/or (xv) bypass the measures we may use to prevent or restrict access to the Website.
Comment Submission Policy
When posting to the Website you agree not to post material that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you or any person; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy or publicity rights, tortious, obscene, offensive, profane or otherwise objectionable; (v) is the contact or personal information of any other person without their permission; (vi) is sexually explicit; (vii) you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); and/or (viii) violates the intellectual property rights of any third party.
Subject to the “Copyright Agent” provision below, we reserve the right, but do not have an obligation, to monitor and/or review all materials posted by any and all users to the Website. We are not responsible for any such materials posted by users. You agree that any opinions, statements or other material expressed, posted or otherwise disseminated on or through the Website by visitors, account holders or third parties are those of such parties and not ours, and we do not necessarily endorse any such opinion, statement or other material. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in our sole discretion is objectionable or in violation of the Terms and/or applicable state or federal law or regulation. We may remove any comment at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such review or comment), or for no reason at all, with or without notice. We may also impose limits on certain features, restricting your access to part or the entire Website if it is believed that you may be in breach of the Terms, any applicable laws/regulations and/or for any other reason without notice or liability to us. Furthermore, it is acknowledged and agreed that, any actions taken by us to improve the user experience of the Website, including monitoring and/or reviewing all materials and subsequently editing, removing or refusing to post such materials shall not be deemed to create any duty towards you nor shall it be deemed a basis for any liability against us.
Intellectual Property of the Website
All content on the Website and/or on e-mails or other communications distributed by us to you, including text, graphics, illustrations, logos, button icons, images, audio, videos and music, and the selection and layout of such content is the exclusive property of NGL or its licensors and is protected by U.S. and international copyright laws. All rights not expressly granted to you by us are reserved. The trademarks, service marks, designs, and logos (collectively, the “Trademarks”) presented on this Website and/or on e-mails sent to you are trademarks of NGL or its licensors. Your use of the Trademarks displayed on this Website, except as provided in these Terms, is strictly prohibited.
Use of Website
You may use or download material displayed on this Website for noncommercial, personal use only. If you download material, you must retain all copyright and other proprietary notices displayed on the materials. You may not distribute, modify, transmit, post, or otherwise use the content of this Website and/or content contained in e-mails or other communications we distribute to you for public or commercial purposes without our written permission.
Comments and other Submissions
When you submit any materials, including without limitation, any written comments, user generated audio and/or visual material or other submissions or any ideas, concepts, know-how contained in such materials (collectively “Materials”), you grant to us a nonexclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display such Materials throughout the world in any media now or hereafter known. You also grant to us the right to use the name you submit in connection with any such Materials, if we so choose.
You further agree that you shall not be entitled to any compensation as a result of NGL’s use or licensing to any third party of the Materials you submit.
We take no responsibility and assume no liability for any Materials that you or any other users or third parties post or send over the Website. You understand and agree that any loss or damage of any kind that occurs as a result of the use of Materials that you send, upload, download, stream, post, transmit, display or otherwise make available or access through your use of the Website is solely your responsibility. You understand and acknowledge that you may be exposed to Materials that are inaccurate, offensive, indecent or objectionable and you agree that we shall not be liable for any damages you allege to incur as a result of such Materials.
You represent and warrant that the Materials you submit do not violate or infringe upon the rights of any third party, including but not limited to, copyright, trademark or proprietary rights. If non-original content is included in your posting, you must obtain permission from the content owner and attribute it.
You further represent and warrant that all Materials you post to the Website are in compliance with FTC Endorsement and Testimonial Guidelines.
Private or Sensitive Information
We strongly urge you not to post sensitive, personally identifiable contact information in any portion of the Website that may be accessible to the general audience, including your home and/or business telephone number(s), email address(es) or the address of your residence or place of business. Accordingly, we advise you to keep such personal information out of comments, descriptions, captions and other publicly viewable text. Any posting of such personal information is done expressly at your own risk. Furthermore it is important to remember that comments submitted to the Website may be recorded and stored in multiple places, both on the Website and elsewhere. Therefore it is important that you are careful and selective about the personal information that you disclose about yourself and others. In particular, you should not disclose sensitive, embarrassing, proprietary or confidential information when you post review and/or comments to the Website.
We respect the intellectual property rights of others, and require that the people who use the Website do the same. If you believe that the copyrights in and to your work(s) have been infringed, please forward the following information to our Copyright Agent at the following email address: [email protected], (i) your address, telephone number and email address; (ii) a description of the copyright work(s) you claim has been infringed; (iii) a description of where the alleged infringing material(s) are located; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or by law; (v) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work(s); and (vi) a statement made by you, under penalty of perjury, that the above information in your note is accurate and that you are the copyright owner of the work(s) or are authorized to act on the copyright owner’s behalf.
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
The Website (including, without limitation, the content and user submissions) is provided “as is” and “as available” and is without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. NGL, its directors, members, employees, agents, suppliers, partners and content providers do not warrant that: (a) the content or user submissions are timely, accurate, complete, reliable or correct; (b) the Website will be secure or available at any particular time or location; (c) any defects or errors will be corrected; (d) the content or user submissions are free of viruses or other harmful components; or (e) the results of using the Website will meet your requirements. Your use of the Website is solely at your own risk.
Furthermore, we do not warrant, endorse, guarantee or assume responsibility for any product or service advertised or offered by a third party through our Website or any hyperlinked website or service, or featured in any banner or other advertising, and we will not be a party to or in any way monitor any transaction between you and third party providers of products or services.
Limitation of Liability
To the maximum extent permitted by applicable law, in no event shall NGL or its directors, members, employees, agents, partners, suppliers or content providers, be liable to you under contract, tort, strict liability, negligence or any other legal theory with respect to the Website or any content or user submissions: (i) for any lost profits, goodwill or special, indirect, incidental, punitive, consequential or exemplary damages of any kind whatsoever, substitute goods or services (however arising), (ii) for any bugs, viruses, Trojan horses, or the like (regardless of the source of origination), (iii) for any errors or omissions in any content or user submissions or for any loss or damage of any kind incurred as a result of your use of any content or user submissions posted, emailed, transmitted or otherwise made available on or through the Website, (iv) for unauthorized access to or use of our secure servers and/or any and all personal information stored therein, (v) for any interruptions, cessations, delays or failure of the Website to perform, (vi) for Materials or any other content posted, emailed, transmitted or otherwise made available through the Website, including but not limited to, content that is defamatory, offensive or illegal. In no event shall NGL or its directors, members, employees, agents, partners, suppliers or content providers by liable to you for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding (in the aggregate) $10 (US.). Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations and exclusions may not apply to you.
The Website is controlled and operated from facilities located in the United States. We make no representation that the Website is appropriate or available for use in other locations outside the United States. Those who access or use the Website from other locations do so at their own volition and are entirely responsible for compliance with the local laws applicable to that location.
You shall defend, indemnify, and hold harmless NGL, its affiliates and each of its principals, directors, members, officers, employees, contractors, suppliers, agents, successors, assigns and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from your: (i) use or misuse of the Website; (ii) your access to the Website and violation of the Terms by you, including your breach of any representation and warranties; (iii) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity; (iv) violation of any law, rule or regulation of the United States, any state or territory therein or any country; or (v) posting of Materials or any other content of any kind to the Website, including postings made by third parties from your account. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
A printed version of the Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and we agree that any cause of action arising out of or related to the Website must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
The Terms shall be governed by and construed in accordance with the laws of the State of Florida, excluding its conflicts of law rules, and the United States of America. You expressly agree that the exclusive jurisdiction for any claim or action arising out of or relating to the Terms or your use of this Website shall be filed only in the state or federal courts located in Miami-Dade County and you further agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. Use of the Website is not authorized in any jurisdiction that does not give effect to all provisions of the Terms, including without limitation, this section.
Integration and Severability
The Terms are the entire agreement between you and us with respect to the Website, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Website (but excluding the use of any software which may be subject to a separate end-user license agreement). If any provision of the Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable. No waiver of any terms of this Agreement shall be deemed a further or continuing waiver of such term or any other term and our failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
The Terms are personal to you, and are not assignable, transferable or sub-licensable by you except with our prior written consent. We may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of your agreement to the Terms and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms, the prevailing party will be entitled to recover costs and reasonable attorneys’ fees. All notices under the Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.