1. ACCESS TO THE SITE
In some instances, both these Terms and a separate terms of service or guidelines document setting forth additional conditions may apply to a service or product offered via the Sites (“Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.
We may need to make changes to these Terms in future. For example to reflect changes in the law, changes in the type of services or information we provide to you through the Sites or to correct errors in these Terms. We will try to keep all such changes to a minimum. We recommend that you check these Terms from time to time to see if they have changed. We will always state at the bottom of these Terms the date on which they were last updated. If you continue to use our online services after our Terms change, you will be bound by those changes.
2. OWNERSHIP OF SITE MATERIALS
Unless otherwise explicitly specified, all materials that are included in or are otherwise a part of the Sites (including past, present and future versions of the Sites), including, without limitation: graphics; layout; text; instructions; images; audio; videos; designs; ringtones; wallpapers; games; contests; voting; technology; applications; widgets; artwork; information; data; designs; compilations; advertising copy; logos; domain names; Visual Base TV logos, trademarks and services marks, and any other Visual Base TV product and service names that are trade identities of Visual Base TV (the “Visual Base TV Marks”); any and all copyrightable material (including source and object code); the “look and feel” of the Sites; the compilation, assembly and arrangement of the Sites; and all other materials related to the Sites (collectively, the “Materials”) are owned, controlled or licensed by Visual Base TV, its subsidiaries or affiliates and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent and other laws, rules, regulations and international treaties. Except as expressly set forth in these Terms or otherwise expressly granted to you in writing by Visual Base TV, no rights (either by implication, estoppel or otherwise) are granted to you. Any and all rights to use any Materials not expressly granted to you under these Terms are hereby reserved for Visual Base TVand/or its shareholders, managers, directors, subsidiaries, affiliates, officers or its licensors. Nothing contained in these Terms will affect, impair, or limit in any way Visual Base TV’s rights to exploit fully any or all of the Materials.
You acknowledge and agree that you will not, directly or indirectly, contest, challenge, aid or abet in contesting or challenging the validity or ownership of the Materials, or take any action whatsoever in derogation of Visual Base TV’s rights therein. You acknowledge and agree that you will not acquire or claim any rights in the Materials, or aid or abet anyone else in doing so.
The Materials may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, without the prior written authorization of Visual Base TV, unless and except as is expressly provided in these Terms. Any other use of the Materials or Visual Base TV Marks without the prior written authorization of Visual Base TV is strictly prohibited.
To seek the written authorization of Visual Base TV for reproductions of Materials, please contact: admin@Visualbasemedia.com
YOUR LICENSE TO USE MATERIALS AVAILABLE ON OUR SITES
You may visit our Sites without further permission from Visual Base TV and Visual Base TV grants you a limited, personal, non-exclusive, non-commercial, revocable and non-transferable license to use, download, view and play the Materials. This license is subject to your full compliance with these Terms. When you download or use Materials, you agree to and you must: (a) keep intact all copyright and other proprietary notices; (b) make no modifications to the Materials; and (c) not allow or assist any third party (whether or not for your benefit) to copy or adapt any object code associated with the Sites or reverse engineer, modify or attempt to discover any code associated with the Sites. You also agree that you will not, including by use any robot, scraper, or other data mining technology or process, frame, mask, extract data from, copy or distribute the Materials (except as may be a result of standard search engine or Internet browser usage or as expressly authorized by Visual Base TV).
Except as expressly set forth elsewhere in these Terms, nothing in these Terms will be interpreted to grant you, any right or license to enter into sublicenses or redistribution agreements with respect to any portion of the Materials or to otherwise rent, sell, lease, loan, transfer, assign, broadcast, upload to any computer or wireless device, sublicense, distribute or allow access to the Materials. You agree that you will not charge any person or entity to view, listen, play or otherwise access any Materials, or disseminate any Materials in any manner to the public (for free or for a fee).
REPORTING COPYRIGHT AND OTHER INTELLECTUAL PROPERTY VIOLATIONS
You may not use the Sites for any purpose or in any manner that infringes the rights of any third party. Visual Base TV encourages you to report any content on the Sites that you believe infringes your rights. Only the intellectual property rights owner or person authorised to act on behalf of the owner can report potentially infringing content. If you have a good faith belief that content on the Sites infringe your copyright, trademark, or other intellectual property rights, please follow the procedures set forth below.
If you believe that your work has been copied in a way that constitutes copyright infringement, or otherwise violates your rights, please provide Visual Base TV’s Legal Department with at least the following information:
identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material;
an explanation of what rights you own/have and why you believe the content infringes your rights sufficient for us to evaluate your complaint; and
accurate contact information for you.
If you are an authorised person acting on behalf of the intellectual property rights owner in reporting potentially infringing content, please follow the above procedures on their behalf, plus additionally please provide us with written proof of your legal authority to act as their representative in such matters.
Notice of claims of copyright or other intellectual property infringement must be sent to Visual Base TV’s Legal Department:
Mailing Address: , Attn: Visual Base TV Legal Department.
Please note that this procedure is exclusively for notifying Visual Base TV of claims that your copyrighted material or other intellectual property has been infringed.
We have a policy of terminating the accounts of users who (in our reasonable discretion) are repeat infringers.
It is often difficult to determine if your intellectual property rights have been violated. We may therefore request additional information before we remove any infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove your content along with that of the alleged infringer pending resolution of the matter.
Visual Base TV will provide you with notice if your materials have been removed based on a third party complaint of alleged infringement of the third party’s intellectual property rights.
INFORMATION/CONTENT YOU SUBMIT
The Sites may provide you and others with the opportunity to participate in message boards and other public areas (“Community Forums”) and may provide you with the opportunity, through such features or otherwise, to submit, post, display, transmit, perform, publish, distribute or broadcast content and materials to Visual Base TV or a Site, including, without limitation, comments, ideas, review, suggestions and other content (collectively, “User Content”).
You remain the owner of your User Content, but you acknowledge that Visual Base TV must have a license from you in order to accept your User Content. You grant to Visual Base TV the unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty-free right and license to host, use, copy, distribute, reproduce, disclose, sell, re-sell, sub-license, display, perform, transmit, publish, broadcast, modify and create derivative works of, reformat, translate, archive, store, cache or otherwise exploit in any manner whatsoever, all or any portion of your User Content for any purpose whatsoever in all formats; on or through any media, software, formula or medium now known or later developed; and with any technology or devices now known or later developed and to advertise, market and promote the same.
You further agree that Visual Base TV is free to use any ideas, concepts, know-how or techniques contained in any User Content you send to the Sites or Visual Base Limited, for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products and or services using such User Content; or creating informational articles based on or advertising our products and services, and without obligation, remuneration or attribution of any kind to you or anyone else. You further perpetually and irrevocably grant Visual Base TV the unconditional right to use and exploit your name, personally and likeness included in any User Content and in connection with any User Content, without any obligation, remuneration or attribution of any kind to you or anyone else. You further authorize Visual Base TV to publish your User Content in a searchable format that may be accessed by users of the Sites and the Internet. Except as prohibited by law, you waive any moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you.
You agree that you either: (i) own the rights to the User Content you submit and the right to grant all of the rights and licenses in these Terms; or (ii) you have all necessary rights and licenses from the owner(s) of these rights to enter into these Terms and grant Visual Base TV these licenses. Upon Visual Base Limited’s request, you will furnish Visual Base TV any documentation, substantiation or releases necessary to verify your compliance with these Terms.
You agree that Visual Base TV has no obligation to monitor or enforce your intellectual property rights to your User Content but has the right to protect and enforce its and its rights to your User Content including, without limitation, by bringing and controlling actions in your name and on your behalf (at Visual Base TV’s cost and expense, to which you agree to consent and irrevocably appoint Visual Base TV as your attorney-in-fact, with the power of substitution and delegations, which appointment is coupled with an interest).
You further acknowledge and agree that Visual Base TV does not and will not have any obligation to review, monitor, display, accept or exploit any User Content and Visual Base TV may, in its sole discretion, delete, move, re-format, edit, alter, distort, remove or refuse to exploit User Content at any time without notice or liability to you or any other party. You understand that User Content need not be maintained on the Visual Base TV by us for any period of time and we reserve the right to delete it at any time.
All of your User Content is your sole responsibility. This means that you, and not Visual Base TV, are entirely responsible for all User Content that you upload, post, e-mail, transmit or otherwise make available via the Sites. If you post personal information to publicly available areas of the Sites then you may receive unsolicited messages from third parties. Under no circumstances will we be liable in any way for any of User Content including, without limitation, any errors or omissions in User Content, or for any loss or damage of any kind incurred as a result of User Content.
VIRAL DISTRIBUTION AND WIDGETS
Visual Base TV may allow you – but only through express written permission -to engage in certain personal uses of Materials that include the ability to share Materials with others (“Viral Distribution”). For example, the Site may allow you to send Materials to friends, display Materials on your personal web site or post Materials on a third party web site. We reserve the right to revoke our permission for Viral Distribution at any time and for any reason and you agree to comply with any terms we post in connection the Viral Distribution of Materials.
Similarly, the Sites may provide content that you may choose to embed on your personal web page, third party web site or social networking site by pasting the HTML or other code provided by us (typically labeled as an embed code) (“Widgets”). Widgets are Materials and subject to the limited, revocable license described above for Materials. We may discontinue providing the services necessary for the Widgets to operate or we may disable Widgets you have embedded at any time for any reason without any liability to you. You agree that our permission to you to use Widgets on your personal web page does not provide you (or any third party) with any intellectual property rights in or to the Widget or any Materials made available via any Widget.
You agree that you will not embed or otherwise make available a Widget on a web page or web site containing content that (i) is threatening, abusive, harassing, , hateful, or racially, ethnically or otherwise objectionable (in Visual Base Limited’s sole opinion). Visual Base TV makes no specific warranties about Widgets. You agree not to circumvent (or in any way attempt to circumvent) the security or rights management features in the Widget or any component of the Widget (including any video player) that are designed to prevent users from copying, manipulating or retaining the Materials made available via the Widget. You also agree to not use (or attempt to use) the Widget or any component of the Widget to display content other than the Materials provided or intended by Visual Base TV to be displayed via a particular Widget.
NOTICE TO THIRD PARTY SITES: Any Materials made available in connection with your site, or otherwise, by our Widgets, third party widgets or otherwise is our exclusive property and no grant of any intellectual property rights is made by us. We retain the right to demand that you cease any use of our Materials upon notice.
Some of the services on the Sites may require you to pay a fee, such as subscription services on the Sites, as described in the specific conditions included where those services, if any, are offered. The Sites may offer one-time fee-based services and subscription based services. Regardless of the type of service you purchase, you agree to pay all fees and charges that you incur. Unless otherwise noted, all currency references are in New Zealand Dollars. We may, upon notice if required by applicable laws, at any time change the amount of, or basis for determining, any fee or charge, or institute new fees or charges. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. Visual Base TV does not provide price protection or refunds in the event of a price drop or promotional offering. We may occasionally offer promotional trial subscriptions to a paid service on a Site for free or at special discounted prices. If you sign up for a trial subscription, your subscription will be either 1) automatically renewed at the normal subscription rate in effect at the end of the trial period, unless you cancel at the required time before the end of the trial period; or 2) terminated, unless you successfully sign up for a paid subscription, depending on the terms of your trial subscription. If you have subscribed to a paid service on a Site, then by so subscribing you are entering into a legal and binding agreement between yourself, as an end user, and Visual Base TV to purchase that subscription.
ACCEPTABLE USE POLICY; COMMUNITY USAGE RULES
When you contribute, upload or otherwise provide User Content to a Site, you agree to comply with the following Community Usage Rules:
User Content must be yours please. All User Content must be original with you, not copied from someone else’s work, and you must have all rights in the User Content; OR, all persons who contributed in any way or have any rights to your User Content or otherwise appear in the User Content have given you permission to upload and distribute the User Content on the Sites and elsewhere.
No pictures or images of anyone but you and your friends and family. If you choose to upload photos to the Sites, link to embedded videos, or include other images of real people, make sure they are of you or of you and someone you know but only with their express permission to post it.
Don’t upload third party materials. Your User Content should not contain any visible logos, phrases or trademarks or other third party materials. Do not use any User Content that belongs to other people and pass it off as your own. This includes any content that you might have found elsewhere on the Internet.
No music please. Your User Content may not contain any music unless the work and performance is original with you and/or you have all rights to the musical work (including any performances). No jingles, sampling or otherwise.
Please follow codes of social decency. Be respectful of others’ opinions and comments so we can continue to build a community for everyone to enjoy. Harassing, stalking and personal attacks are prohibited. Your User Content may not threaten, abuse or harm others. Your User Content may not include any negative comments that are connected to race, national origin, sexual preference or physical handicap or that are defamatory, slanderous or pornographic.
Do not use the Sites for commercial purposes. Your User Content may not advertise or promote a product or service except those provided on the Sites. You may not use your User Content to raise money for anyone or for a pyramid or other multi-tiered marketing scheme.
Do not upload User Content that is illegal. Your User Content may not promote any illegal activity. If someone could go to jail for taking action suggested by your User Content, don’t upload or post it. If you do upload or post User Content that is illegal or in violation of applicable law, we reserve the right to take action that we deem appropriate, in our sole discretion, including reporting you to the proper governmental authorities.
No violence. Your User Content may not promote violence or describe how to perform a violent act.
Be honest and do not misrepresent yourself or your User Content. Do not impersonate any other person, user or company or upload or post User Content that you know is false, fraudulent, deceptive, inaccurate, misleading or that misrepresents your identity or affiliation with a person or company.
Public forum. We hope that you will use the Community Forums to exchange information and content and have discussions with other members. However, please remember that the Community is a public forum and User Content that you post on the Community Forum will be accessible and viewable by other users. Do not post personal information (e.g., full name, password, phone number, address, e-mail address or other personally identifiable information or contact information).
Don’t share other people’s personal information. Your User Content may not reveal another person’s address, phone number, e-mail address, credit card number or any information that may be used to track, contact, or impersonate that individual or that is extremely personal in nature.
Don’t damage the Sites or anyone’s computers. User Content may not contain viruses, Trojan horses, spyware or any other technologies that could impact the operation of the Sites or any computer system.
Don’t share confidential information or trade secrets. User Content may not contain any content 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).
You must not, and agree not to, (a) interfere with or disrupt a Site or any Visual Base TV or Site servers or networks; or (b) intentionally or unintentionally violate any applicable local, national or international law, including, without limitation, any rules of any securities exchange, and any regulations having the force of law.
9. MEMBERSHIP & REGISTRATION
Certain areas of the Sites may require registration or may otherwise ask you to provide information to participate in certain features or access certain Materials or User Content. The decision to provide this information is purely optional; however, if you elect not to provide such information, you may not be able to access certain Materials or User Content or participate in certain features of the Sites.
When you provide information to our Sites, you agree to provide only true, accurate, current and complete information. Our online services are only offered to users aged 16 years or older but from time to time we may restrict access certain parts of our online services to users that are older than 16. Parental discretion is advised. If you are not yet 16 years old, please do not use our online services. If you are between 16 and 18 years of age, please review these Terms with your parents/guardians before using our online services.
Until you are 18 years old, by using our online services you certify that your parents or legal guardian has consented to your use and agreed to these Terms on your behalf, and you acknowledge and agree that your use of our online services is at their discretion. We may require your parents or legal guardian to provide a written acknowledgement of these Terms on your behalf before we provide you with part of all of our online services.
Until you are 18 years old, your parents or legal guardian may ask us to modify, deny access to, or terminate your Community Forums user account and we may do so at their request or any time, for any reason, without notice or liability. You therefore agree to provide your parents or legal guardian with your valid username, password and e-mail address for any Community Forums at all times, for verification purposes. (Please also see the Safety and Parental Responsibility section below).
If you register with us, you accept responsibility for all activities that occur under your account or password and you agree you will not sell, transfer or assign your membership or any membership rights. You are responsible for maintaining the confidentiality of your password, if any, and for restricting access to your computer (or other Internet access device, as applicable) so that others may not access the password protected portion of the Sites using your name in whole or in part. Visual Base TV reserves the right to terminate your account or otherwise deny you access in its sole discretion without notice and without liability.
You represent and warrant that: (i) you have the legal right and capacity to enter into these Terms in your jurisdiction and to comply with these Terms or, if you are a minor, your parent or legal guardian has approved your participation on this Site and has read and agreed to these Terms on your behalf; and (ii) you hold and will continue to hold all rights necessary to enter into and perform your obligations under these Terms.
You agree that you will be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed to access and use the Site. You also agree to comply with all rules, laws and regulations that are applicable to your use of the Sites, including, without limitation, those governing your transmission or use of any software or data.
USER INTERACTIONS AND DISPUTES
You are solely responsible for your interaction with other users of the Sites, whether online or offline. We are not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others, when you submit or post any personal or other information, and in all other online activities.
The Site may contain or offer sweepstakes or other promotions, which may be governed by a separate set of rules that describe the sweepstakes or promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid and to determine the sponsor’s requirements of you in connection with the applicable sweepstakes or promotion. Click here to see our General Competition Rules.
THIRD PARTY LINKS, CONTENT AND APPLICATIONS
There may be links from the Sites, or from communications you receive from the Sites, to third party web sites or online features. The Sites also may include third party content that we do not control, maintain or endorse.
You may choose, at your sole and absolute discretion and risk, to use applications that connect a Site or your profile on a Site with a third party site (each, an “Application”) and such Application may interact with, connect to or gather and/or pull information from and to your Site profile. By using such Applications, you acknowledge and agree to the following: (i) if you use an Application to share information relating to your Site accounts, you are consenting to the information about your account being shared; (ii) your use of an Application may cause personally identifying information to be publicly disclosed and/or associated with you, even if Visual Base TV has not provided such information; and (iii) your use of an Application is at your own option and risk, and you will hold Visual Base TV harmless for the sharing of information relating to your Site accounts that results from your use of an Application. You must read all log-in boxes and other pop-up boxes closely for notices about sharing your account information with, through or by any other means identified on an Application.
The Sites may include a button enabling you to indicate, on your social networking page, that you “like” a specific product on the Sites, or a feature that lets you post to your social networking page a link to a specific Site product or the ability to share content from the Sites or your User Content with a third party. Using this functionality typically requires you to login to your account on the third party site and you do so at your own risk. We do not control any of these third party sites or any of their content. Accordingly, you expressly acknowledge and agree that we are in no way responsible or liable for any of those third party sites or online features. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH OTHERS FOUND THROUGH THE SITES INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY.
Visual Base TV grants you the revocable permission to link to the Sites; provided, however, that your web site: (a) must not frame or create a browser or border environment around any of the content on the Sites or otherwise mirror any part of the Sites (except as explicitly permitted as described in the “WIDGET” section above); (b) must not imply that Visual Base TV or any Site is endorsing or sponsoring it or its products, unless Visual Base TV has given it prior written consent; (c) must not present false information about, or disparage, tarnish, or otherwise, in Visual Base TV’s sole opinion, harm Visual Base TV or its products or services; (d) must not use any Visual Base TV trademarks without the prior written permission from Visual Base TV; (e) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in Visual Base TV’s sole opinion), and (f) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. By linking to a Site, you agree that you do and will continue to comply with the above linking requirements.
Notwithstanding anything to the contrary contained in these Terms, Visual Base TV reserves the right to prohibit linking to the Sites for any reason in our sole and absolute discretion.
The Sites may offer features and services that are available to you via your mobile device. These features and services may include, without limitation, the ability to upload content to the Sites, receive messages from the Sites, download applications to your mobile phone or access Site features (collectively, the “Mobile Features”). We may charge for Mobile Features and these charges will be disclosed prior to completion of registration for the Mobile Feature. Also, standard messaging, data and other fees may be charged by your carrier. Fees and charges will appear on your mobile bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your carrier or mobile device. Contact your carrier with questions regarding these issues. As applicable, instructions regarding how to opt-out of Mobile Features will be disclosed in connection with Mobile Features. Typically, you will text a keyword (e.g., “STOP”) to the applicable shortcode for the Mobile Feature.
You agree that the Mobile Features for which you are registered may send communications to your mobile device regarding Visual Base TV. Further, we may collect information related to your use of the Mobile Features. If you have registered for Mobile Features, you agree to notify Visual Base TV of any changes to your mobile number and update your account(s) on the Sites to reflect this change.
16. SOFTWARE AND OTHER ITEMS AVAILABLE FOR DOWNLOAD
Any items that we make available for download or use from the Sites and/or our servers (the “Downloadable Items”) are the copyrighted work of Visual Base TV or its licensors or suppliers. Your use of the Downloadable Items may be governed by Additional Terms, which may be included with the Downloadable Items. Please carefully read any Additional Terms to determine the full extent of conditions governing the use of such Downloadable Items. WITHOUT LIMITING THE FOREGOING, COPYING OR REPRODUCING THE DOWNLOADABLE ITEMS TO ANY OTHER SERVER OR LOCATION FOR FURTHER REPRODUCTION OR DISTRIBUTION IS EXPRESSLY PROHIBITED, UNLESS SUCH REPRODUCTION OR DISTRIBUTION IS EXPRESSLY PERMITTED BY THE ADDITIONAL TERMS APPLICABLE TO SUCH DOWNLOADABLE ITEMS.
17. DISCLAIMER AND LIMITATION OF LIABILITY
The Site and all Materials contained in it are distributed and transmitted by Visual Base TV on an “as is” and “as available” basis. Except to the extent required by law, Visual Base TV including its associated companies, its directors, employees, agents or sub-contractors (1) disclaims any and all express or implied representations, warranties and/or conditions of any kind, including, but not limited to the implied conditions and/or warranties of satisfactory quality, fitness for purpose, non-infringement, compatibility, security and/or accuracy; (2) is not responsible or liable for any infection or contamination of your system arising out of or in connection with your use of the Site or any connected website and does not warrant that the Site, the server(s) that make the Site available or any connected website are free from viruses, Trojan horses, worms, software bombs or similar items or processes or other harmful components; (3) is not responsible or liable for interruptions, delays, inaccuracies, errors, or omissions arising out of your use of the Site or any connected website or with respect to the Material, postings or submissions contained on the Site; and (4) does not warrant that the Site, or any connected website, any materials, third party content, goods and services offered will be uninterrupted or error free.
The entire risk as to the quality, accuracy, adequacy, completeness, correctness and validity of any material and use of and access to the Site or any connected website rests with you.
To the fullest extent permissible by law, and except in the case of fraud and/or negligence resulting in death or personal injury, Visual Base TV, its associated companies, and its respective officers, directors, employees, agents, licensors, consultants, representatives, and/or third party providers will not be liable for any loss or damage and/or claims of any kind arising out of or in connection with the Site and/or postings and/or submissions and/or Materials and/or any connected website including, without limitation, (1) indirect or consequential loss; (2) loss of profits or revenue or savings or other economic loss; (3) incidental, direct, or special loss or similar damages; (4) loss of or damage to data; (5) loss of business or goodwill; and/or (6) wasted or lost management time, even if advised of the possibility of such loss or damage or if such loss or damage was foreseeable. Notwithstanding the foregoing, in no event shall Visual Base TV’s liability to you for any and all losses or damages (whether in contract, tort, breach of statutory duty or otherwise) exceed the amount paid by you, if any, for accessing the Site.
You agree to fully indemnify, defend (if requested by Visual Base TV) and hold harmless Visual Base TV, its associated companies, its directors, employees, agents, licensors, representatives and third party providers from and against any and all claims, damages, costs, investigations, liabilities, judgments, settlements and expenses, including attorneys’ fees, that directly or indirectly arise from or are otherwise directly or indirectly related to: (a) your User Content; (b) your use of any Site or activities in connection with any Site; (c) your breach or anticipatory breach of these Terms; (d) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (e) information or material transmitted through your computer or other device used to access a Site, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; (f) any misrepresentation made by you; or (g) Visual Base TV’s use of your information. You will cooperate as required by Visual Base TV in the defense of any claim. Visual Base TV reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of Visual Base TV. You further agree to fully co-operate with Visual Base TV in defending any action or potential action.
Visual Base TV reserves the right to terminate your access to and use of the Sites in its sole discretion, without notice and liability, including, without limitation, if Visual Base TV believes your conduct fails to conform with these Terms. Visual Base TV also reserves the right to investigate suspected violations of these Terms. Any violation of these Terms may be referred to law enforcement authorities.
LOCATION OF SITE AND TERRITORIAL RESTRICTIONS
The information provided on the Sites is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Visual Base TV to any registration requirement within such jurisdiction or country. Visual Base TV controls and operates the Sites from offices located in the United Kingdom and makes no representations or warranties that the information, products or services contained on the Site are appropriate for use or access in other locations. Anyone using or accessing a Site from other locations does so on their own initiative and are responsible for compliance with United Kingdom’s, and local laws regarding online conduct and acceptable content, if and to the extent such local laws are applicable. We reserve the right to limit the availability of any Site or any portion of a Site to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such content, program, product, service or other feature that we provide.
Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content.
GOVERNING LAWS; JURISDICTION; COMMENCEMENT OF ACTIONS
If any provision of these Terms is found to be illegal, invalid or unenforceable, then to the extent to which such provision is illegal, invalid or otherwise unenforceable, it shall be severed and deleted and the remaining provisions shall survive and remain in full force and effect. These Terms shall be governed by and construed in accordance with the laws of New Zealand and any disputes arising shall be subject to the exclusive jurisdiction of the New Zealand courts. Any cause of action or claim you may have with respect to the site must be commenced within one (1) year after such claim or cause of action arises.
The failure of Visual Base TV to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit Visual Base TV’s rights with respect to such breach or any subsequent breaches. No waiver by Visual Base TV of any of these Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of Visual Base TV. Neither the course of conduct between the parties nor trade practice will act to modify these Terms. Visual Base TV may assign its rights and duties under these Terms to any party at any time without any notice to you. These Terms may not be assigned by you without Visual Base TV’s prior written consent. If any provision of these Terms will be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. The Section titles are inserted only as a matter of convenience and have no legal or contractual effect. You agree that these Terms will not be construed against Visual Base TV by virtue of having drafted them.
23. ENTIRE AGREEMENT AND OUR RIGHT TO UPDATE THESE TERMS
These Terms and any applicable Additional Terms, as amended from time to time, constitute the entire agreement that governs your use of the Sites and supersedes any prior agreements between you and Visual Base TV with respect to the subject matter of these Terms.
Vice reserves the right to modify or add to these Terms at any time without prior notice (“Updated Terms”). You agree that we may notify you of the Updated Terms by posting them on the Sites so that they are accessible via a link on the home page, and that your use of a Site after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms before using any Site. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Sites from that point forward.