THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ZERHEX DIGITAL DBA VOICE STREAM DIGITAL, LLC (“ZERHEX LIVE DIRECTORY”), STATING THE TERMS THAT GOVERN YOUR USE OF THE ZERHEX DIRECTORY WEBSITE AND SERVICE (THE “SERVICE”). THIS AGREEMENT – TOGETHER WITH ALL UPDATES, ADDITIONAL TERMS, SOFTWARE LICENSES, AND ALL OF ZERHEX’S RULES AND POLICIES – COLLECTIVELY CONSTITUTE THE “AGREEMENT” BETWEEN YOU AND ZERHEX DIGITAL. BY USING THE SERVICE, YOU AGREE TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE SERVICE. YOU MUST ACCEPT AND ABIDE BY THESE TERMS AS PRESENTED TO YOU: CHANGES, ADDITIONS, OR DELETIONS ARE NOT ACCEPTABLE. Zerhex Digital reserves the right, at its sole discretion, to change, modify, add or remove portions of this Agreement at any time. It is your responsibility to check this Agreement periodically for changes. Your continued use of the SERVICE following the posting of changes will mean that you accept and agree to the changes. ZERHEX DIGITAL MAY REFUSE ACCESS TO THE SERVICE FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT.
1. Definition of the ZERHEX DIGITAL Service. Zerhex live directory is the provider of the Service that permits you to purchase a live audio channel listing for digital content, such as sound recordings and videos, for satellite , mobile and all playback devices under certain terms and conditions as set forth in this Agreement.
All broadcaster are required to obtain qualified Zerhex content distribution hardware to broadcast live content to zerhex directory for channel routine.
B. The Zerhex Live directory is primarily used for live original audio and video content distribution through Zerhex satellite uplink and all zerhex directory mediums , including but not limited to Zerhex PlayCube , ZeePlay, partnering apps, websites and other applications.
2. Age Requirements. The Service is available for individuals aged 13 years or older. If you are 13 or older but under the age of 18, you should review this Agreement with your parent or guardian to make sure that your parent or guardian understands this Agreement.
3. Objectionable Material. You understand that by using the Service, you may encounter content that may be deemed offensive, indecent or objectionable, which content may or may not be identified as having explicit language. Nevertheless, you agree to use the Service at your sole risk and that Zerhex Digital shall have no liability to you for content that may be found to be offensive, indecent or objectionable. Content types and descriptions are provided for convenience, and you acknowledge and agree that Zerhex Digital does not guarantee their accuracy.
4. System Requirements. Use of the Service requires one or more compatible devices, Internet access (fees may apply), and qualified zerhex broadcaster device (fees may apply), and may require obtaining updates or upgrades from time to time. Because use of the Service involves hardware, software and Internet access, your ability to use the Service may be affected by the performance of these factors. High speed Internet access is strongly recommended. You acknowledge and agree that such system requirements, which may be changed from time to time, are your responsibility. The Service is not part of any other product or offering, and no purchase or obtaining of any other product shall be construed to represent or guarantee you access to your broadcast channel.
6. Intellectual Property.
a. Ownership. You agree that the use of this channel to broadcast, including but not limited to the graphics, audio clips, video clips and editorial content, is own by you and content that is protected by applicable intellectual property and other laws, including, without limitation, copyright, proprietary information or materials should not be used in any way whatsoever except with written approval for use of the content with Service in compliance with the terms of this Agreement. Failure to abide by this term will result in the immediate termination of your channel account and lifetime ban from acquiring a broadcast channel in the future from Zerhex Directory service.
b. Removal of Products or Materials. Notwithstanding any other provision of this Agreement, Zerhex Digital and its licensors reserve the right to change, suspend, remove, or disable access to any Products, content, or other materials comprising a part of the Service at any time without notice. In no event will Zerhex Digital be liable for the removal of or disabling of access to any such Products, content or materials under this Agreement. Zerhex Digital may also impose limits on the use of or access to certain features or portions of the Service, in any case and without notice or liability.
c. Copyrights. All copyrights in and to the Service, including, without limitation, the Zerhex Digital Store (including the compilation of content, postings, links to other Internet resources and descriptions of those resources) and software, are owned by Zerhex Digital and/or its licensors, who reserve all rights in law and equity. THE USE OF THE SOFTWARE OR ANY PART OF THE SERVICE, EXCEPT FOR THE USE OF THE SERVICE AS PERMITTED IN THIS AGREEMENT, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.
d. Trademarks. Zerhex Digital, the Zerhex Digital logo and other Zerhex Digital trademarks, service marks, graphics and logos used in connection with the Service are trademarks or registered trademarks of Zerhex Digital DBA Cariplex Corp in the United States and/or other countries. Other trademarks, service marks, graphics and logos used in connection with the Service may be the trademarks of their respective owners. You are granted no right or license with respect to any of the aforesaid trademarks and any use of such trademarks.
7. Your Information. You agree to provide accurate, current and complete information required to register with the Service and at other points as may be required in the course of using the Service (“Registration Data”). You further agree to maintain and update your Registration Data as required to keep it accurate, current and complete. Zerhex Digital may terminate your rights to any or all of the Service if any information you provide is false, inaccurate or incomplete. You agree that Zerhex Digital may store and use the Registration Data you provide (including credit card and other payment information) for use in maintaining your account and billing fees to your credit card or other form of payment.
8. Account and Password. The Service requires you to open an account (“Account”) (including setting up a Zerhex Digital ID and password). You are entirely responsible for maintaining the confidentiality of your account information, including your password, and for any and all activity that occurs under your Account. You agree to notify Zerhex Digital immediately of any unauthorized use of your Account, or any other breach of security. However, you may be held liable for losses incurred by Zerhex Digital or any other user of the Service due to someone else using your Account. Zerhex Digital cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
9. Product Requirements. You acknowledge that use of any of the Products may require the use of other hardware and software products, and that such hardware and software is your responsibility. Broadcasting equipment for channel may only be purchase once. Once Products are purchased and you receive the Products, it is your responsibility not to lose, destroy or damage the Products, and Zerhex Digital shall be without liability to you in the event of any loss, destruction or damage.
10. Use of Products. The services are licensed, pursuant to the terms of this Agreement. Zerhex Digital hereby grants to you a perpetual, nonexclusive, non-transferrable worldwide license to use the Products in compliance with the following “Usage Rules.”
a. Acceptance of Agreement. Your use of the Products is conditioned upon your prior acceptance of the terms of this Agreement.
b. Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are “Permitted Uses” of the services:
ii.Entertainment applications, including, without limitation, video broadcasting, audio broadcasting, religious broadcasting ,security , conferences , live talk radio, multi-media presentations, theatrical presentations, music within software packages and video games ;
iii.Advertising and promotional projects, including film and video presentations and television and radio commercials;
iv.Internet broadcasting and synchronization and Website background music;
v.On-hold and in-house background music;
vii.Modification or alteration of the Products as necessary, subject to the terms of this Agreement, and provided that if such modification or alteration constitutes a derivative work, you do not acquire any copyright ownership or equivalent rights in or to any of the Products or any other property of Zerhex Digital or its licensors and you shall only use such derivative work in accordance with the terms of this Agreement. If requested by Zerhex Digital, you agree to execute a written assignment of any such rights, including copyrights, without payment of additional consideration by Zerhex Digital; and licensors.
viii.Any other uses approved in writing by Zerhex Digital prior to the use.
If there is any doubt that a proposed use is a Permitted Use, you should contact Zerhex Digital for guidance.
c. Synchronization. The Permitted Uses also allow the Products to be used for synchronization purposes, which means that (i) additional audio and/or vocal performances are recorded against or with the Products, and/or (ii) additional video compositions are recorded against the Products. In both cases, this is herein known as “synchronization.”
b. Prohibited Uses. Any other use of the Products not explicitly listed in subsection 11.b. above is explicitly forbidden. In the interest of clarity, any of the following, without limitation, are “Prohibited Uses” of the Products:
i.Any sublicensing, sub-distributing, reselling, renting, lending, re-recording, transferring, gifting or assigning of any of the Products or the rights to any of the Products for any purpose;
ii.Using the title or subtitle of any of the Products as the title of an item that incorporates such Products;
iii.Copying or reproducing any of the Products, except as specifically provided for in the terms of this Agreement;
iv.Using any of the Products, including titles or subtitles, or any other part of any of the Products, as part of a trademark, service mark, or logo;
v.Using any of the Products to compete with Zerhex Digital. Zerhex Digital is in the business of live audio & video broadcasting via satellite and other medium to its users. It is the specific intent of this provision to prohibit you from using any of the Products to enter, either directly or indirectly, a similar or competing business;
vi.Using any of the Products in a fashion that is considered by Zerhex Digital as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in such Products into disrepute;
vii.Removing any notice of copyright, trademark or other proprietary right from any place where it is on or embedded in any of the Products; or
viii.Using or displaying any of the Products in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement.
e. Acceptance of Terms. You agree that your purchase of Products constitutes your acceptance of and agreement to use such Products solely in accordance with the Usage Rules, and that any other use of the Products may constitute a copyright infringement. The security technology, if applicable, is an inseparable part of the Products. The Usage Rules shall govern your rights with respect to the Products. In addition to any other terms or rules that may have been established between you and another party, Zerhex Digital reserves the right to modify the Usage Rules at any time.
f. Changes and Discontinuation. You acknowledge that some aspects of the Service, Products, and administering of the Usage Rules entails the ongoing involvement of Zerhex Digital. Accordingly, in the event that Zerhex Digital changes any part of the Service or discontinues the Service, which Zerhex Digital may do at its election, you acknowledge that you may no longer be able to use Products to the same extent as prior to such change or discontinuation, and that Zerhex Digital shall have no liability to you in such case.
g. Interactive Features. The Service may offer interactive features that allow you to, among other things, submit or post information, materials or links to third party content on areas of the Service accessible and viewable by other users of the Service and the public. You represent and agree that any use by you of such features, including any information, materials or links submitted or posted by you, shall be your sole responsibility, shall not (a) infringe or violate the rights of any other party, (b) violate any laws, (c) contribute to or encourage infringing or otherwise unlawful conduct, or (d) otherwise be obscene, objectionable or in poor taste, and that you have obtained all necessary rights, licenses or clearances. You further agree to provide accurate and complete information in connection with your submission or posting of any information or materials on the Service. Moreover, you hereby grant Zerhex Digital a worldwide, royalty-free, non-exclusive license to use such materials as part of the Service, and in relation to Products, without any compensation or obligation to you. Zerhex Digital reserves the right not to post or publish any materials, and to delete, remove or edit any material, at any time, in its sole discretion without notice or liability. Zerhex Digital has the right, but not the obligation, to monitor any information and materials submitted or posted by you or otherwise available on the Service, to investigate any reported or apparent violation of this Agreement, and to take any action that Zerhex Digital in its sole discretion deems appropriate.
11. Agreement to Pay.
a. Payment for Products. You agree to pay for all Products you purchase through the Service, and that Zerhex Digital may charge your credit card or other payment source for any Products purchased and for any additional amounts (including any taxes) as may be accrued by or in connection with your Account. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING Zerhex Digital WITH A VALID CREDIT CARD OR OTHER PAYMENT SOURCE DETAILS FOR PAYMENT OF ALL FEES. All fees will be billed to the credit card, or other payment source, you designate during the registration process. If you want to designate a different credit card or payment source, or if there is a change in your credit card or payment source, you must change your credit card or payment information with the Service. (There may be a temporary disruption of your access to the Service until Zerhex Digital can verify validity of the new credit card or other payment information.)
b. Prices and Availability. Prices and availability of any of the Products are subject to change at any time.
c. Electronic Signatures and Contracts. Your use of the Service includes the ability to enter into agreements and/or to make your transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THE Zerhex Digital WEBSITE, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS AND APPLICATIONS.
12. Disclaimer. Zerhex Digital DOES NOT PROMISE THAT THE SERVICE OR ANY PRODUCTS WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SERVICE WILL PROVIDE SPECIFIC RESULTS. THE SERVICE AND THE PRODUCTS ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. Zerhex Digital CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SERVICE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. Zerhex Digital DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Zerhex Digital DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SERVICE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SERVICE AND ANY LINKED WEBSITES. YOUR SOLE REMEDY AGAINST Zerhex Digital FOR DISSATISFACTION WITH THE SERVICE OR ANY PRODUCT IS TO STOP USING THE SERVICE OR ANY SUCH PRODUCT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.
13. Use of Site.
a. Prohibited Technology. You may not use any “deep-link,” “page-scrape,” “robot,” “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service or any of the Products, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any of the Products, to obtain or attempt to obtain any materials, documents or information through any means not purposefully made available through the Service.
b. Hacking. You may not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any Zerhex Digital server, or to any of the materials or Products offered on or through the Service, by hacking, password “mining” or any other illegitimate means.
c. Conduct. You agree not to use the Service to: (i) upload, post or otherwise transmit any material that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable; (ii) impersonate any person or entity, including, without limitation, a Zerhex Digital official, or falsely state or otherwise misrepresent your affiliation with a person or entity; (iii) forge or otherwise manipulate identifiers in order to disguise the origin of any material, (iv) upload, post or otherwise transmit any material that 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); (v) upload, post or otherwise transmit any material that infringes any patent, trademark, trade secret, copyright or other intellectual property of other proprietary rights of any party; (vi) upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (vii) upload, post or otherwise transmit any material that contains software viruses or any computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or (viii) interfere with or disrupt Zerhex Digital or its servers or networks connected to the Service or disobey any requirements, procedures, policies or regulations of networks connected to Zerhex Digital and the Service. Zerhex Digital and its designees shall have the right to remove any material that violates this Agreement or is otherwise objectionable.
d. Compliance with Laws. You may not use the Service or any of the Products for any purpose that is unlawful or prohibited by this Agreement, or to solicit the performance of any illegal activity or other activity which infringes the rights of Zerhex Digital or others.
14. Termination. If you fail, or Zerhex Digital suspects that you have failed, to comply with any of the provisions of this Agreement, including, without limitation, failure to make payment of fees due, failure to provide Zerhex Digital with a valid payment source or with accurate and complete Registration Data, failure to safeguard your Account information, violation of the Usage Rules or any license to the software, or infringement or other violation of third parties’ rights, Zerhex Digital, in its sole discretion and without notice may: (a) terminate this Agreement and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (b) terminate the license to the software; and/or (c) preclude access to the Service (or any part thereof).
15. General Compliance with Laws. The Service is controlled and operated by Zerhex Digital from its offices in Lake Mary, Florida, United States. You agree to comply with all local, state, federal and national laws, statutes, ordinances and regulations that apply to your use of the Service.
16. Enforcement of These Terms. Zerhex Digital reserves the right to take steps Zerhex Digital believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including, without limitation, Zerhex Digital’s right to cooperate with any legal process relating to your use of the Service and/or Products, and/or a third party claim that your use of the Service and/or Products is unlawful and/or infringes such third party’s rights). You agree that Zerhex Digital has the right, without liability to you, to disclose any Registration Data and/or Account information to law enforcement authorities, government officials, and/or a third party, as Zerhex Digital believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including, without limitation, Zerhex Digital’s right to cooperate with any legal process relating to your use of the Service and/or Products, and/or a third party claim that your use of the Service and/or Products is unlawful and/or infringes such third party’s rights).
17. No Responsibility for Third-Party Materials or Websites. The Service may contain links to other independent third-party Websites (“Linked Sites”). These Linked Sites are provided solely as a convenience to you. You acknowledge and agree that Zerhex Digital is not responsible for examining or evaluating the content or accuracy of any such third-party material or Websites. Zerhex Digital does not warrant or endorse and does not assume and will not have any liability or responsibility for the Linked Sites, or for any other materials, products or services of third parties. You agree that you will not use any of the Linked Sites in a manner that would infringe or violate the rights of any other party, and that Zerhex Digital is not in any way responsible for any such use by you.
18. Limitation of Liability. Except where prohibited by law, in no event will Zerhex Digital be liable to you for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if Zerhex Digital has been advised of the possibility of such damages. If, not withstanding the other provisions of this Agreement, Zerhex Digital is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Service or any of the Products, Zerhex Digital’s liability shall in no event exceed the greater of (a) the total of any subscription or similar fees with respect to the Service paid in the six months prior to the date of the initial claim made against Zerhex Digital
19. Indemnification. BY USING THE SERVICE, YOU AGREE TO INDEMNIFY AND HOLD Zerhex Digital, ITS MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS AND LICENSORS HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF YOUR BREACH OF THIS AGREEMENT, YOUR USE OF THE SERVICE, OR ANY ACTION TAKEN BY Zerhex Digital AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS INDEMNIFICATION APPLIES TO ALL VIOLATIONS DESCRIBED IN OR CONTEMPLATED BY THIS AGREEMENT.
20. Attorneys’ Fees. If Zerhex Digital does take any legal action against you as a result of your violation of this Agreement, Zerhex Digital will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Zerhex Digital. You agree that Zerhex Digital will not be liable to you or to any third party for termination of your access to the Service as a result of any violation of this Agreement.
a. Governing Law; Mediation. You agree that all matters relating to your access to or use of the Service, including all disputes, will be governed by the laws of the United States and by the laws of the State of Colorado without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in El Paso County, Colorado, and waive any objection to such jurisdiction or venue. Any claim under this Agreement must be brought within one year after the cause of action arises, or such claim or cause of action is barred. In the event of any controversy or dispute between Zerhex Digital and you arising out of or in connection with your use of the Service, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If the parties are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.
b. Export Laws. You may not use or export or re-export any of the Products or any copy or adaptation of such Products in violation of any applicable laws or regulations, including, without limitation, United States export laws and regulations.
c. Severability. If any of the provisions of this Agreement are held by a court or other tribunal of competent jurisdiction to be void or unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary and replaced with a valid provision that best embodies the intent of the parties hereunder, so that this Agreement shall remain in full force and effect.
d. Entire Agreement. This Agreement constitute the entire agreement between you and Zerhex Digital with regard to your use of the Service and any of the Products, and any and all other written or oral agreements or understandings previously existing between you and Zerhex Digital with respect to such use are hereby superseded and cancelled.
e. No Waiver. Zerhex Digital’s failure to insist on or enforce strict performance of this Agreement shall not be construed as a waiver by Zerhex Digital of any provision or any right it has to enforce the terms of this Agreement, nor shall any course of conduct between Zerhex Digital and you or any other party be deemed to modify any provision of this Agreement.
f. No Third Party Rights. This Agreement shall not be interpreted or construed to confer any rights or remedies on any third parties.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND ALL THE PROVISIONS HEREIN, AND HAVE HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO THE TERMS OF THIS AGREEMENT. IN CONSIDERATION OF Zerhex Digital AGREEING TO PROVIDE THE SERVICE AND THE LICENSE CONTAINED HEREIN, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.