Terms of Use - Legal

Table of Contents

Acceptance of Terms
Your Obligations and Conduct
Confidentiality of Rovi Information
Content Submitted to Rovi
Delivery of Email
Indemnity
Notices, Modification and Termination of Services
Advertisements and Promotions
Content Provided via Links
Intellectual Property Rights
Disclaimer of Warranties
Limitation of Liability
Rovi's Privacy Policy
General Terms

1. ACCEPTANCE OF TERMS OF USE FOR THIS WEBSITE
1.1 You must read these Rovi Website Terms of Use (“the Terms”) carefully.
ROVI AND ITS AFFILIATES ("ROVI") PROVIDE THIS WEBSITE TO YOU, YOUR EMPLOYEES, AGENTS AND CONTRACTORS AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY "YOU"), SUBJECT TO THESE TERMS. THESE TERMS ARE ENTERED INTO BY AND BETWEEN ROVI AND YOU AND YOU ACCEPT THEM BY: (a) PLACING AN ORDER THROUGH THIS WEBSITE; (b) USING THE WEBSITE IN ANY OTHER MANNER; AND/OR (c) ACKNOWLEDGING AGREEMENT WITH THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.

1.2 This website ("the Website") includes without limitation: (a) Online Support and Service Centre services and other on-line services accessible via the Website (collectively "the Services"); (b) information such as technical, contractual, product, programme, pricing, marketing and other valuable information ("Information"); and (c) content such as data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"). Rovi controls and operates its websites from various locations and makes no representation that this Website is appropriate to or available for use in all locations. Rovi products and services may not be available in Your location and deliverables may vary from one location to another. If You are using the Website on behalf of Your employer, You represent and warrant that You are authorised to accept these Terms on Your employer's behalf and that Your employer agrees to indemnify You and Rovi for breaches of these Terms. In addition to the Terms and unless otherwise noted, the standard Rovi terms and conditions of sale in your jurisdiction govern purchases You make through the Website, unless You have in effect a separate valid written purchase or licence agreement with Rovi for that product or service, in which case that separate agreement applies and in cases of conflict, prevails.
Back to top

2. YOUR OBLIGATIONS AND CONDUCT
2.1 In consideration of Your use of the Website, You agree to: (a) provide accurate, current and complete information about You as may be prompted by a registration form on the Website ("the Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data and any information You provide to Rovi, to keep it accurate, current and complete; and (d) accept all risks of unauthorised access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Website.

2.2 You are entirely responsible for all Content that You upload, post or otherwise transmit via the Website. You agree not to upload, post or otherwise transmit via the Website Content that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing or otherwise objectionable to Rovi or other users of the Website; (b) includes unauthorised disclosure of personal information; (c) violates or infringes anyone's intellectual property rights; or (d) contains software viruses or any other computer code, files or programmes designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Rovi reserves the right to edit or remove Content that violates these Terms or that contains third-party commercial advertisements.

2.3 You agree that You will not use the Website to: (a) transmit spam, bulk or unsolicited communications; (b) pretend to be Rovi or someone else or spoof Rovi's or someone else's identity; (c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Services; (d) misrepresent your affiliation with a person or entity; (e) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use the Website; (f) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking or making threats of harm; or (g) collect or store personal data about other users unless specifically authorised by such users.
Back to top

3. CONFIDENTIALITY OF ROVI INFORMATION
3.1 You may obtain direct access via the Website to certain confidential information of Rovi and its suppliers, including without limitation technical, contractual, product, programme, pricing, marketing and other valuable information that should reasonably be understood as confidential ("Confidential Information"). You must hold Confidential Information in strict confidence. Title to Confidential Information remains with Rovi and its partners.

3.2 Your obligations regarding Confidential Information expire five (5) years after the date of disclosure. Upon termination of the Terms or Rovi's written request, You must cease any use of Confidential Information and return or destroy it.

3.3 The Terms impose no obligation upon You with respect to Confidential Information that You can establish by legally sufficient evidence: (a) You possessed prior to Your receipt from Rovi, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by You or otherwise without violation of the Terms; (c) You obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) You independently developed without the use of Confidential Information and without the participation of individuals who have had access to it or (e) in response to a valid order by a court or other governmental body, as otherwise required by law or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to Rovi adequate to afford Rovi the opportunity to object to the disclosure.
Back to top

4. CONTENT SUBMITTED TO ROVI

4.1 Rovi does not claim ownership of the Content You place on the Website and shall have no obligation of any kind with respect to such Content. Unless otherwise stated herein or in Rovi's Legal and Privacy Notices, any Content You provide in connection with this Website shall be deemed to be provided on a non-confidential basis. Rovi shall be free to use or disseminate such Content on an unrestricted basis for any purpose and You grant Rovi and all other users of the Website an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt, resell and publish such Content (including in digital form). You represent and warrant that you have proper authorisation for the worldwide transfer and processing among Rovi, its affiliates and third-party providers of any information that You may provide on the Website.
Back to top

4.2 Rovi and its appointees and assigns reserve the right to monitor, restrict access to, edit or remove any Content that is available via the Website.

5. DELIVERY OF EMAIL
Rovi will attempt to deliver all the email that is addressed to Your email address on Rovi's Services. However, the nature of email is such that Rovi cannot guarantee delivery of such email.
Back to top

6. INDEMNITY
You agree to indemnify Rovi and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, alliance members, other partners, employees and representatives and hold them harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Your Content, Your use of or connection to the Website (including any use by You on behalf of Your employer), Your violation of the Terms or Your violation of any rights of another.
Back to top

7. NOTICES; MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT OF TERMS
Rovi may provide notice to You via email, regular mail or by posting notices or links to notices on the Website. Rovi reserves the right at any time to modify, suspend or terminate the Services (or any part thereof) and/or Your use of or access to them, with or without notice. Rovi may also delete or bar access to or use of, all related Information and files. Rovi will not be liable to You or any third-party for any modification, suspension or termination of the Services or loss of related information. Rovi may amend these Terms at any time by posting the amended terms on this Website.
Back to top

8. ADVERTISEMENTS AND PROMOTIONS
Rovi may run advertisements and promotions from third parties on the Website. Your correspondence or business dealings with or participation in promotions of, advertisers other than Rovi found on or through the Website, including payment for and delivery of related goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such advertisers. Rovi is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-Rovi advertisers on the Website.
Back to top

9. CONTENT PROVIDED VIA LINKS
You may find links to other Internet sites or resources on the Website. You acknowledge and agree that Rovi is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. Rovi will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
Back to top

10. INTELLECTUAL PROPERTY RIGHTS
10.1 Except as expressly authorised by Rovi or by Content providers, You agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit or create works derived from Content belonging to others, in whole or in part, by any means. You must not modify, decompile or reverse engineer any software Rovi discloses to You, and You must not remove or modify any copyright or trademark notice or other notice of ownership.

10.2 "Rovi Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations Rovi uses in connection with its products and services. You agree to comply with the Rovi Trademark and Logo Usage Requirements. You may not remove or alter any Rovi Trademarks or co-brand your own products or material with Rovi Trademarks, without Rovi's prior written consent. You acknowledge Rovi's rights in Rovi Trademarks and agree that any use of Rovi Trademarks by You shall inure to Rovi's sole benefit. You agree not to incorporate any Rovi Trademarks into Your trademarks, service marks, company names, Internet addresses, domain names or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies.

10.3 Rovi is committed to respecting others' intellectual property rights, and we ask our users to do the same. If You believe that Your work has been copied in a way that constitutes copyright infringement on our Website, please contact our legal department via email at: legal@rovi.net.

10.4 Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any licence to intellectual property rights, whether by estoppel, implication or otherwise. Permission is granted to display, copy, distribute and download Content owned by Rovi on this Website provided that: (a) the copyright notice pertaining to the Content remains and a permission notice (e.g., "Used with permission") is added to such Content; (b) the use of such Content is solely for personal and non-commercial use; (c) such Content will not be copied or posted on any networked computer or published in any medium, except as explicitly permitted by valid permission or licence covering such materials; and (d) no modifications are made to such Content. This permission terminates automatically without notice if You breach any of the terms or conditions in this Section 10.4. Upon termination, You must immediately destroy any downloaded and/or printed Content.
Back to top

11. DISCLAIMER OF WARRANTIES
11.1 YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEBSITE, INCLUDING THE INFORMATION, SERVICES AND CONTENT (AS DEFINED IN SECTION 1.2) IS PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. ROVI DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ROVI MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE.

11.2 ROVI MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.

11.3 YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.
Back to top

12. LIMITATION OF LIABILITY
12.1 TO THE FULL EXTENT PERMITTED BY LAW, ROVI IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, EVEN IF ROVI HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE WEBSITE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE WEBSITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORISED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOUR OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE.

12.2 TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.
Back to top

13. ROVI'S PRIVACY POLICY
You consent to the collection, processing and storage by Rovi of Your personal information in accordance with the terms of Rovi's Privacy Policy, which is available here. You agree to comply with all applicable laws and regulations and the terms of Rovi's Privacy Policy, with respect to any access, use and/or submission by You of any personal information in connection with this Website.
Back to top

14. GENERAL TERMS
14.1 The Terms constitute the entire agreement between You and Rovi relating to their subject matter and cancel and supersede any prior versions of the Terms. No amendment to the Terms shall be binding unless made in writing and signed by an authorised Rovi representative. You must not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when You use Rovi or third-party products or services.

14.2 You agree that any material breach of Sections 2, 3, 4, 6 or 10 of the Terms will result in irreparable harm to Rovi for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Rovi will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Rovi seeks such an injunction.

14.3 California law and controlling U.S. federal law govern any action related to the Terms and/or Your use of the Website. Neither any jurisdiction's “Choice of law” rules nor the United Nations Convention on Contracts for the International Sale of Goods shall apply to any dispute under the Terms. You and Macrovision agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California, U.S.A.

14.4 Services, Content and product derived or obtained from this Website may be subject to U.S. export laws and/or the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, You shall: (a) obtain any export, re-export or import authorisations required by U.S. or your local laws; (b) not use Services, Content or direct product from this Website to design, develop or produce missile, chemical/biological or nuclear weaponry; and (c) not provide Services, Content or direct product from this Website to prohibited countries or entities identified in the U.S. export regulations.

14.5 Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms.

14.6 The Website may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include statements regarding market expectations and opportunities, expectations about financials, research and development and strategies, statements concerning Rovi's roadmaps, market share growth and product and service development and introduction, and our continuous evaluation of the competitiveness of our product and service offerings. These forward-looking statements are merely predictions and involve risks and uncertainties. Actual results may differ materially from results discussed in the forward-looking statements. Factors that may cause such a difference include risks related to adverse changes in general economic conditions, failure to reduce costs, lack of success in technical developments, the timely development, production and acceptance of new products and services and Rovi's ability to compete in a rapidly-changing marketplace. For a detailed listing of the potential factors affecting Rovi's business and these forward-looking statements, please refer to Rovi's periodic reports on Forms 10-Q and 10-K that are filed with the Securities and Exchange Commission (available at http://www.sec.gov/).

14.7 Any express waiver or failure to promptly exercise any right under the Terms shall not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government or by any court or arbitrator, the parties agree that such provision shall be replaced with a new provision that accomplishes the original business purpose and the other provisions of the Terms shall remain in full force and effect.
Back to top

Version 2.0, 19 December 2002
Also refer to “Rovi Legal and Privacy Notices”