Last Updated: 11/04/2019
PLEASE READ THESE TERMS OF SERVICE (AS AMENDED FROM TIME TO TIME) CAREFULLY BEFORE CREATING AN ACCOUNT (DEFINED BELOW) WITH OR USING THE SERVICES (DEFINED BELOW) FROM PHILO, INC.
These Terms of Service ("Terms of Service") are between Philo Inc. ("Philo", "we", "us", "our") and you. These Terms of Service apply to the philo.com website and all corresponding domains, subdomains, web pages and websites associated therewith (collectively, the "Website") and our video streaming service that provides live and time-shifted television programming (the "Video Content") delivered over the Internet and the applications on consumer devices on which the service is delivered, including desktop computers, mobile phones, tablets and connected television devices, that link to or references these Terms (collectively, with the Website, the "Services"). The Services do not include websites, applications or other services or products that link to other terms of service, including without limitation, the Philo Edu service that provides video streaming over private networks to college campuses, which is subject to the Philo Edu Terms of Service. These Terms set forth the legally binding terms for your use of the Services and will remain in full force and effect while you use the Services. You are authorized to use the Services only if you agree to abide by all applicable laws, rules and regulations and these Terms.
Philo reserves the right change, modify or amend these Terms at any time, or to impose new conditions on the Services (collectively, the "Changes"). All Changes will be effective (i) immediately upon notice thereof, which may be given by any means including, without limitation, posting on the Services, or by electronic or conventional mail, or by any other means or (ii) where required by law, 30 days after their publication through the Services. Any use of the Services by you after such notice shall be deemed to be your acceptance of the Changes. If any modification to these Terms is unacceptable to you, you may immediately terminate your use of the Services.
Except as stated in these Terms, all content and software provided through the Services are licensed non-exclusively and revocably to you for your private, non-transferable, non-commercial, limited use in the United States of America as set forth in these Terms. All rights in the Services, including all software, data, and content, including the Video Content, in or used in connection with the Services, (collectively defined as "Philo Property"), belong to Philo, Inc. and its licensors and all intellectual property rights and goodwill associated there with shall remain with and accrue to Philo or its licensors. This license and all use or access to Philo Property is expressly conditioned on your compliance with these Terms, other applicable agreements, if any, and all applicable copyright and intellectual property rights laws. While you may access, view, use and display the Services for your private use, you may not modify, adapt, arrange, translate, reverse engineer, decompile, disassemble, reproduce, publish, transmit, publicly display, publicly perform, participate in the transfer or sale, create derivative works, or in any way exploit, any portion of the Philo Property, in whole or in part. Except as otherwise expressly permitted under copyright law, no copying, redistribution, leasing, loaning, sublicensing, retransmission, publication or commercial exploitation of any portion of the Philo Property will be permitted without the express written permission of Philo and any relevant third party copyrights owners. For the avoidance of doubt, you shall not exhibit any Video Content in any public viewing area or location for which an admission fee is charged expressly for the viewing of such Video Content. You may not bypass, disable, or circumvent any encryption, security, digital rights management or authentication mechanism in connection with the Services, or any of the Philo Property or services offered through the Services. The Services and content or services provided through the Services may contain security or technical features that will prevent use of content or services in violation of these Terms, and you will not circumvent these features without a legal right to do so.
In the event of any permitted copying, redistribution or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made and no ownership rights shall be transferred. The foregoing provisions of Section 4 are for the benefit of Philo and its third party providers, contractors, licensees, and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf. Any unauthorized use, reproduction or distribution of any copyrighted materials, trade dress, marks, or any other intellectual property belonging to Philo or any third party is strictly prohibited, and may be prosecuted to the fullest extent of the law.
Except as these Terms expressly grant, we and our licensors reserve all rights, interests, and remedies in connection with the Services and the Philo Property. Upon termination of these Terms, your Account, or license to any Philo Property, you will immediately cease use of the Philo Property.
Use of the terms "own," "ownership", "purchase," "sale," "sold," "sell," "rent" or "buy" on or in connection with the Services does not mean or imply any transfer of ownership of any content, data or software or any intellectual property rights from us or our licensors to any user or third party.
If you chose to use your mobile phone number in connection with the Services, you agree that we may contact you via phone or text message for administrative purposes. Even for Services for which Philo does not charge, standard message and rates may apply from your mobile or wireless device carrier. Your carrier may charge you for each text message sent and received. Contact your carrier for text messaging rates and terms applicable to your plan. You are solely responsible for any fees or charges incurred from participating in the Services. Under no circumstances will Philo, its third party service providers or agents be responsible or liable for any text messaging or wireless service charges incurred by you, any person responsible for charges related to the registered mobile or wireless device, or any person having access to the registered mobile phone or wireless device, or for any overcharge or billing error by or any billing dispute with any mobile or wireless device carrier.
The Services are not intended to be used by children without involvement and approval of a parent or guardian. As the parent or legal guardian, you are responsible for monitoring your child’s access to or use of Services, as well as any communications made or received by your child on or through Services. You are also responsible for the use of your Account by your children or others. Some Video Content may be objectionable or age-inappropriate for some users. Please consider what is appropriate for your child and check any Video Content ratings and descriptions where available, before you access any items or permit your child to do so. However, not all content is rated and parental controls may not apply to content that is not rated. In some cases, third parties provide the content ratings or descriptions for items, and we cannot guarantee the accuracy or completeness of that information. Some content that you access on your system or device may be accessible by all users of that system or device, and parental controls on those systems or devices may not apply to certain types of content.
Use of any part of the Services is void where prohibited. By using the Services, you represent and warrant that (a) all information you submit is current, complete, truthful and accurate; (b) you will maintain and promptly update such information as necessary, so that it remains current, complete, truthful and accurate; (c) you are 18 years of age or older; (d) you have the authority to enter into these Terms; and (e) your use of the Services does not and will not violate any applicable law, regulation or agreement. We reserve the right to cancel any Account that uses, or that was created using, untruthful or inaccurate information or that was created for a primary purpose that violates these Terms. Termination of your Account may result in the termination of data or purchases associated with the Account.
You specifically agree not to do any of the following: (a) conduct any activities that violate any local, state or federal laws, including copyright or trademark infringement, defamation, invasion of privacy, violation of rights of publicity, identity theft, hacking, stalking, fraud, stealing or using without purchasing, where payment is required, any content or service and distributing counterfeit software or Accounts.; (b) intercept or attempt to intercept electronic mail not intended for you; (c) misrepresent an affiliation with any person or organization; (d) restrict or inhibit use of the Services by others; (e) upload, post, stream, or otherwise transmit content that contains a virus, corrupted data, a worm, spyware, a time bomb, or other computer program that may damage, interfere with, or disrupt the Services; (f) collect information about others (including online IDs, and e-mail addresses) without their consent; (g) download a file or software or include in a message any software, files or links that you know, or have reason to believe, cannot be distributed legally over the Services, or that you have a contractual obligation to keep confidential (notwithstanding its availability on the Services); (h) post or transmit through the Services any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, gives rise to civil liability or otherwise violate any law; (i) post or transmit through the Services any material which contains advertising or any solicitation with respect to products or services; (j) use the Services to advertise or perform any commercial solicitation, including, without limitation, the solicitation of users to become subscribers of other services competitive with the Services; (k) engage in any other conduct that in Philo’s discretion restricts or inhibits anyone’s use or enjoyment of the Services, or which, as determined by Philo, may harm Philo or users of the Services or expose them to liability; (l) engage in deceptive or misleading practices; (m) attempt to hack or reverse engineer any code used in connection with the Services; or (n) sell, buy, trade, or transfer your log-in credentials, Account or any personal access to the Services through any means or method, including by use of websites.
Further, you agree that you will not (i) use any robot, spider or other automatic device, process or means to access the Services, (ii) use any manual process to monitor or copy any of the material on the Services or for any other unauthorized purpose without the prior written consent of Philo, (iii) use any device, software or routine that interferes with the proper working of the Services, (iv) attempt to interfere with the proper working of the Services, (v) take any action that imposes an unreasonable or disproportionately large load on Philo’s infrastructure, (vi) access, reload or "refresh" transactional pages, or make any other request to transactional servers, more than once during any three (3) second interval, or (vii) incorporate the Video Content into, or stream or retransmit the Video Content via, any hardware or software application or make it available via frames or in-line links unless expressly permitted by Philo in writing.
By completing a transaction through your Account, you are (i) agreeing to pay for all transactions made through your Account, including recurring charges for subscriptions that are not cancelled; (ii) authorizing Philo, Inc. to charge your payment card all fees due and payable for all your transactions; and (iii) agreeing to any applicable terms associated with use of the particular Service. UNLESS WE ARE REQUIRED BY LAW, WE WILL NOT PROVIDE A REFUND OR CREDIT FOR ANY REASON, INCLUDING WITHOUT LIMITATION, FOR ANY PERIOD REMAINING IN YOUR SUBSCRIPTION AFTER YOU CANCEL YOUR SUBSCRIPTION. THE PRICE APPLICABLE TO YOUR TRANSACTION WILL BE THE PRICE THAT WAS IN EFFECT AT THE TIME OF THE TRANSACTION. Special product, prices and promotions are no longer valid once they are changed or removed. Prices listed do not include sales tax. Applicable sales tax will be calculated and added at the time you complete a transaction.
Video Content is connected to the single Account used to order that content and cannot be transferred to another account. Each Account can activate up to a maximum of three video streams concurrently. Certain variables not within our control may impact the delivery of and access to Video Content, including without limitation, availability of Video Content from our third party licensors, the speed and availability of your broadband or network connection, compatibility between the format of the Video Content and the device you use to access that Video Content, and any applicable restrictions that may be imposed on the Video Content from our third party licensors. These variables may cause delays, technical difficulties or an inability to view the Video Content. Digital versions of some Video Content be different from the original formatted content or previously released versions of the same titled content.
Video Content may be made available to you as a live or near-live stream ("Live Stream Content") or as a licensed stream supported by advertising or promotional materials that may be for a limited duration ("Ad Supported Content"). Video Content is subject to digital rights management rules, and are subject to other restrictions and limitations depending on the type of Video Content or the device you use to access Video Content. Some of these restrictions are described below.
Live Stream Content. Live Stream Content comprises live or near-live transmissions of Live Events and may be viewed at the time of, and simultaneously with the occurrence of the Live Events themselves, and may also be available for an extended period past the occurrence of the applicable Live Event. When you access Live Stream Content, you may not be able to view any part of the Live Stream Content that occurred prior to the start of your viewing. We have no control over the start and finish time of a Live Event; the duration of a Live Event; the content of a Live Event (including the availability, quality or suitability of the content or that it complies with applicable law); or that the Live Stream Content be delivered uninterrupted, error-free and without fault or delay.
Ad Supported Content. Ad Supported Content is Video Content that contains or is displayed with advertising, marketing or other promotional materials (together, the "Promotional Materials"). Promotional Materials may be displayed in or around Ad Supported Content by any means selected by us or our Ad Supported Content Partners (defined below). By accessing, you acknowledge that Ad Supported Content may include, comprise or be displayed with Promotional Materials that may delay or interrupt its playback. We may prevent you from skipping or manipulating the display of Promotional Materials, and, if so, you may not to attempt to access Ad Supported Content in any manner not prescribed by us. We do not endorse any third party advertisement or promotional material (including the Promotional Materials) associated with Ad Supported Content in any manner and give no warranty or other assurance in relation to any products or services featured in these advertisements and promotional materials.
Certain Ad Supported Content may be hosted or delivered to you by or through third party licensors, providers or partners ("Ad Supported Content Partners"). We have no control over the content hosted or delivered by the Ad Supported Content Partners (including all associated Promotional Materials, corresponding meta-data, artwork and other peripheral materials). We cannot guarantee that their content will be complete and accurate, comply with applicable laws, correspond to its description, be suitable or appropriate for a particular age group, or be delivered uninterrupted, error-free and without fault or delay.
When you sign up for an Account, it may begin with a free trial period, which you will begin by providing your mobile phone number or email address (depending on how you access the offer). During the trial period, you will be prompted to provide your name, email address and/or mobile phone number, billing zip code, and payment card information. At the end of the trial period, if you have not cancelled your subscription, your payment card will be charged for the Service. To avoid being charged for each subsequent renewal of the subscription, you must cancel your subscription prior to expiration of the then current subscription free trial period as set forth in Section 12. There is a limit of one free trial per household. Please click here for complete Offer Terms and Conditions.
From time to time, promotional offers may be presented to you by Philo. These promotional offers may vary. They may be offered only to select subscribers or subscriptions, may be limited in time and/or geographic scope, or may require you to make a minimum purchase or to purchase a particular subscription, or may exclude particular products. For example, we may offer a discount coupon in a stated amount (i.e. $5 off your first month’s subscription), or we may provide a promotional code (which must be redeemed as part of the offer), or a discount for a limited time (i.e. receive your first 2 months for $10.99 per month). We may provide promotional offers to you directly or through our affiliates or other third parties; if from a third party, you are also subject to any additional terms and conditions prescribed by those third parties, including their right to modify or cancel that particular Offer. Generally speaking and unless otherwise stated, promotional offers cannot be combined; however, certain offers may be redeemed in addition to any Free Trial period or as part of our Referral Program, if applicable. Although additional or alternative terms and conditions may apply to a particular promotional offer (and will be stated in conjunction with that offer as applicable), please see these general offer Terms and Conditions which commonly apply to our promotional offers.
We may offer you the opportunity to purchase subscriptions that provide access to particular products or services for a month at a time. Please review each product description, the cost, applicable taxes, fees, and surcharges, and subscription term carefully before ordering or paying. At the beginning of each subscription term without further notice to you, the cost of each subscription plus applicable taxes, fees, and surcharges will automatically be charged to the payment card on file in your Account. The price of your subscription may change, and we will notify you of any changes. You may request that we email you a receipt of each month’s charges by emailing us at email@example.com or calling 855-CSPHILO (855-277-4456) during operating hours as posted on philo.com/contact.
Subscriptions are month to month and renew automatically unless you cancel the subscription by signing into Philo, going to your Account page, and following the cancellation instructions. For certain third party billers, e.g. Amazon or Apple, you will be directed to the third party’s website to manage your subscription and cancellation. Cancellation will take effect at the end of the then current subscription term. You can view your subscription renewal dates in your Account settings. If you have the option to upgrade or downgrade you subscription and you choose to do so, the upgrade or downgrade will take effect at the end of your then current subscription term and you will be billed at the new rate for the subscription. If you no longer wish to receive your subscription, you must cancel your subscription. If you have cancelled your subscription, your Account will show that it has been cancelled. For certain third party billers, e.g. Amazon or Apple, the cancellation will not be reflected in your account until you reach the end of your billing cycle.
After you complete your subscription order, you will receive a confirmation of the transaction and auto-renewal. You hereby consent to receiving the confirmation via email to the email address connected to your Account. As with all transactions, please print and retain a copy of your confirmation email for your reference. You have the right to withdraw your consent to receiving the confirmation via email and receive a hard copy of the confirmation via regular mail. You can exercise this right by emailing us at firstname.lastname@example.org or calling 855-CSPHILO (855-277-4456), and you will need to provide your contact information necessary for delivery of the hard copy of the confirmation.
After the effective date of termination or cancellation, you will not be able to access content or services provided in your subscription. Further information about managing your subscriptions is available at help.philo.com.
From time to time, it may become necessary to provide certain content to you to ensure that the Services and content offered through the Services or your devices are functioning properly. Some content may be provided automatically without notice when you sign in. This content may include automatic updates or upgrades that may change your current operating system, cause a loss of data or content or cause a loss of functionalities or utilities. You authorize us to provide this content, updates and upgrades, and you acknowledge that we are not liable for any damages, loss of data or loss of functionalities arising from our delivery of these content, updates, upgrades and maintenance services.
We reserve the right at any time to change or discontinue any of the Services or any aspect or feature of the Services, including, without limitation, the Video Content, hours of availability, specifications, prices, and equipment needed for access or use of the Services, without notice to you. We reserve the right to terminate your Account for failure to complete transaction payments. For any Service that uses online servers, we make no commitment to continue to make those servers available. In addition, we reserve the right to delete your Account data that we determine to have been dormant. If we determine that you have violated any of these Terms or any other terms connected with the Services or have injured or damaged the Services community, we may take actions to protect our interests, including termination or suspension of your Account, automatic removal or blockage of Philo Property, implementation of upgrades or devices intended to discontinue unauthorized use, permanent or temporary disablement of any system or device through which you receive the Services or reliance on any other remedial efforts as necessary to remedy the violation. If the violation is in connection with Philo Property that was accessed, use of that content must immediately cease. You agree that Philo will have no liability to you if the Services are changed or discontinued or your ability to access the Services is terminated. After your Account is terminated, you will not be able to access the Services.
Philo™ and all other Philo slogans, logos, and product and service names used on the Services are trademarks owned by Philo. You agree not to display or use such trademarks, in any manner, without the written permission of Philo. Names, brands and marks of third parties may be the trademarks or registered trademarks of their respective owners and are used by Philo subject to license, or used for identification purposes only. You are expressly forbidden to misuse, reproduce or remove the marks.
Copyright Philo, Inc. All rights reserved.
All copyrightable text, audio, video, recordings, graphics, charts, photographs, icons, and the design, selection, and arrangement of content on the Services are the proprietary materials of Philo or its third-party licensors or suppliers, unless otherwise noted. The distinctive and original layout and presentation of the Services constitute protectable trade dress under applicable federal law.
Philo also uses proprietary algorithms to run certain software tools made available on the Services. These algorithms and all related software and technology are the sole and exclusive property of Philo and/or its licensors.
You will not email, post, upload, input, provide, send or submit any communications or content of any type protected by copyright, trademark, or other proprietary rights without the express permission of the owner of the copyright, trademark, or other proprietary rights in the material, and the burden of determining whether any material is protected by such rights rests with you. You shall be solely liable for any damage resulting from any infringement of copyright, trademark, or other proprietary rights, or any other harm resulting from such a submission. Philo may limit, remove or delete any content or other information stored, submitted or used in connection with the Services that Philo in its sole discretion deems to be in violation of these Terms or any applicable federal, state or local law, regulation or ordinance.
Subject to Philo’s policies regarding privacy, any e-mails, notes, message/billboard/forum postings, animation, images, videos, ideas, suggestions, concepts or other material submitted by you ("Submissions") will be treated as non-confidential and non-proprietary. If you provide any Submissions to us, we will be entitled to use the Submissions without restriction. You hereby irrevocably assign to us all right, title, and interest in and to the Submissions and agree to provide us any assistance we require to document, perfect, and maintain our rights in the Submissions.
Through the Services, you may be able to access links to other websites that are not controlled by us. These links are provided solely as a convenience to you and not as an endorsement by Philo of the contents on such third party websites. If you decide to access linked third party websites, you do so at your own risk. Philo is not responsible for the content on those other websites.
You shall be responsible for obtaining and maintaining all devices, wired or wireless communications means, telephone, computer software, computer hardware and other equipment needed for access to and use of the Services and all charges related thereto.
You expressly acknowledge and agree that:
YOU AGREE THAT IN NO EVENT WILL COVERED PARTIES OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SERVICES BE LIABLE FOR ANY DAMAGES, CLAIMS, OR INJURY WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATIONS, DAMAGES FOR LOST PROFITS OR LOSS OF GOODWILL, USE, OR DATA (EVEN IF PHILO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), OR PERSONAL OR BODILY INJURY, ARISING OUT OF (A) YOUR USE OF OR INABILITY TO USE THE SERVICES; (b) ACCESS TO OR ALTERATION OF YOUR PERSONALLY IDENTIFIABLE INFORMATION OR OTHER INFORMATION IN AN UNAUTHORIZED MATTER; (c) REPRESENTATIONS OR CONDUCT OF ANY THIRD PARTY RELATED TO THE SERVICES; OR (d) ANY OTHER MATTER RELATING TO THE SERVICES.
THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INACCURACY, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF THE SERVICES, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY), NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, TO THE FULLEST EXTENT PERMISSIBLE BY LAW. THIS DOES NOT AFFECT ANY STATUTORY RIGHTS WHICH MAY NOT BE DISCLAIMED. YOU SPECIFICALLY ACKNOWLEDGE THAT PHILO IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES OVER WHICH IT HAS NO CONTROL
Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above limitations may not apply to you.
TO THE FULLEST EXTENT PERMISSIBLE BY LAW, IN NO EVENT SHALL PHILO’S LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, ITS OWN NEGLIGENCE) OR UNDER ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY), WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO PHILO FOR THE SERVICE, INFORMATION OR PRODUCT ON WHICH SUCH CAUSE OF ACTION IS BASED. THIS DOES NOT AFFECT ANY STATUTORY RIGHTS THAT MAY NOT BE DISCLAIMED.
You agree to defend, indemnify and hold harmless Philo and its, third party information providers, suppliers, service providers, licensors, contractors, and others involved in the Services or the delivery of services or information over the Services, and their respective directors, officers, agents, contractors, partners and employees, from and against any and all claims, actions, demands, damages, costs, liabilities, losses and expenses (including reasonable attorneys’ fees and costs) arising out of, relating to, or in connection with (a) your use of the Services, (b) any content or materials that you submit or upload to or through the Services, (c) your unauthorized use of the Services or content or material obtained through the Services, (d) any violation of any law or regulation by you, and (e) your breach of these Terms. Some jurisdictions restrict the use of indemnification clauses. Accordingly, some or all of this paragraph may not apply to you.
The Services are owned and operated by Philo, but may include elements licensed from or provided by third parties. Philo is not a publisher of content supplied by third parties and users of the Services. Accordingly, Philo has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers and users, are those of the respective author(s) or distributor(s) and not of Philo. In many instances, the content available through the Services represents the opinions and judgments of the respective information provider or user. Philo neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on the Services by anyone other than authorized Philo employee spokespersons while acting in their official capacities.
Philo also assumes no responsibility, and shall not be liable for, any damages to, or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Services or your downloading of any materials, data, text, images, video, or audio from the Services.
SOFTWARE AND OTHER MATERIALS FROM THE SERVICES MAY ALSO BE SUBJECT TO UNITED STATES EXPORT CONTROL. THE UNITED STATES EXPORT CONTROL LAWS, REGULATIONS, ORDERS OR OTHER RESTRICTIONS PROHIBIT THE EXPORT OF CERTAIN TECHNICAL DATA AND SOFTWARE TO CERTAIN TERRITORIES. NO SOFTWARE OR TECHNICAL DATA FROM THE SERVICES MAY BE DOWNLOADED OR EXPORTED (1) INTO (OR TO A NATIONAL OR RESIDENT OF) CUBA, NORTH KOREA, IRAN, SYRIA, SUDAN OR ANY OTHER COUNTRY TO WHICH THE UNITED STATES HAS EMBARGOED GOODS; OR (2) ANYONE ON THE UNITED STATES TREASURY DEPARTMENT’S LIST OF SPECIALLY DESIGNATED NATIONALS OR THE U.S. COMMERCE DEPARTMENT’S TABLE OF DENY ORDERS. YOU AGREE THAT YOU SHALL BE SOLELY RESPONSIBLE FOR YOUR COMPLIANCE WITH ALL SUCH LAWS, REGULATIONS, ORDERS OR OTHER RESTRICTIONS.
The business associates of Philo identified on the Services are independent contractors of Philo. The business associates are not joint venturers or partners of Philo. No employee or representative of the business associates is under the control of Philo.
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement, please provide Philo’s Copyright Agent the following information in writing, as required by the Digital Millennium Copyright Act, 17 U.S.C. 512 ("DMCA"):
Our agent for notice of claims of copyright infringement on the Services can be reached as follows:
Copyright Agent 225 Green Street
San Francisco, CA 94111 Phone: 772-559-1780
Fax: 650-745-2481 Email: email@example.com
Philo has adopted and implemented a policy that provides for the termination in appropriate circumstances of account holders who repeatedly infringe the rights of copyright holders.
The Nielsen Company, LLC ("Nielsen") provides certain products that are contained in the Services (the "Nielsen Products"). The Nielsen Products are provided under and you hereby agree to the Nielsen Product Terms.
When the Services are used on Apple devices, certain additional terms apply to your use of the Services (the "Additional Terms for the Services on Apple Devices"), and you hereby agree to the Additional Terms for the Services on Apple Devices.
You agree that these Terms describe the entire agreement between us with respect to its subject matter and supersede all previous written or oral agreements between the parties with respect to such subject matter. The Services were created and are operated under the laws of the State of California. Philo makes no representation that materials on the Services are appropriate or available for use in other locations. If you access the Services from other locations, you are responsible for complying with local laws. If any provision of these Terms is found to be invalid or unenforceable, we both agree that the other provisions of these Terms will remain in full force and effect. These Terms shall be governed by the internal substantive laws of the state of California, without respect to its conflict of laws principles. The parties agree to the exclusive personal jurisdiction of the State and Federal courts located in San Francisco County, California for the purposes of resolving all disputes arising in connection with these Terms and each party hereby waives all objections to venue in those courts. YOU AGREE THAT REGARDLESS OF ANY APPLICABLE LAW TO THE CONTRARY, YOU CANNOT FILE A CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS MORE THAN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE. Philo’s failure to insist upon or enforce strict performance of any provision of these Terms will not constitute a waiver of that provision. The section headings used herein are for convenience only and shall not be given any legal import. These Terms inure to the benefit of the parties, including any of our successors in interest. We have the right to assign or transfer our rights and obligations under these Terms, and you have no right to assign or transfer your rights or obligations under these Terms.
Philo, Inc. 225 Green Street San Francisco, CA 94111
Effective Date: November 14, 2017
Effective Date: November 14, 2017
These Nielsen Product Terms ("Nielsen Product Terms") are between Philo Inc. ("Philo", "we", "us", "our") and you.
The Nielsen Company, LLC ("Nielsen") provides certain products that are contained in the Services, as that term is defined in the Terms of Service (the "Nielsen Products"). Nielsen Products are licensed and not sold, and ownership thereof and all intellectual property rights and goodwill associated there with shall remain with and accrue to Nielsen alone. The Nielsen Products contain material that is protected by United States copyright laws, patent laws, trade secret laws, and by international treaty provisions. All intellectual property rights and licenses not expressly granted herein are reserved by Nielsen. You shall maintain on, and may not remove, alter or modify any identifying mark, copyright, trademark or other proprietary notice of Nielsen, its affiliates, or it licensors from any copy of Nielsen Product.
You shall not and shall not allow a third party to: (a) rent, lease, loan, license, sublicense, distribute, transfer, publish, display, disclose, or permit access to any Nielsen Product, except to the extent that you are explicitly authorized to do so under these Nielsen Product Terms or the Terms of Service; (b) copy, reproduce, modify, change, alter or update any Nielsen Product or any part thereof, except to the extent that you are explicitly authorized to do so under these Nielsen Product Terms or the Terms of Service; (c) access, reverse engineer, decompile, translate, adapt, disassemble, decrypt or otherwise use any process to discover the source code of any Nielsen Product or of any output from a Nielsen Product; (d) use a proxy server or any other technology to intercept, store or divert any output form a Nielsen Product contrary to the purpose of integrating the Nielsen Product with the Services to enable the collection of output from the Nielsen Product by Nielsen; (e) remove, alter, or modify any identifying mark, copyright, or other proprietary notice of Nielsen, its affiliates, or its licensors from any copy of the Nielsen Product; (f) attempt to obtain the name, location of, or contact any Nielsen panelist, household member or other person(s) furnishing data to Nielsen ("Respondent"); and (g) use or disclose any Respondent’s data (in the event that such data or information comes to its attention); and will keep all information it learns about any Respondent in confidence and will promptly notify Nielsen that such information has come to its attention.
These Nielsen Product Terms shall be governed by the laws of the State of New York, United States of America, without regard to its choice of law provisions. The parties agree to the exclusive personal jurisdiction of the State and Federal courts located in New York County, New York for the purposes of resolving all disputes arising in connection with this Agreement and each party hereby waives all objections to venue in those courts.Philo Free Trial Offer Terms and Conditions
From time to time we may offer a free trial of a Philo® subscription package for a stated period of time ("Trial Period"), redeemable at www.philo.com ("Trial Offer" or "Offer"). Philo reserves the absolute right to withdraw, cancel, early terminate, or modify any and all Trial Offer(s), or any element thereof, at any time and for any reason. After termination, Philo shall not be obligated to redeem such Trial Offer(s).
A Trial Offer is offered to new Philo subscribers only in the 50 United States (and its territories) ("U.S.") who are U.S. residents 18 or older. You may only use this Trial Offer once per household. If you have subscribed to Philo or have taken a free Trial Offer previously, you are not eligible. Current paying Philo subscribers are not eligible.
Free Trial Offers may differ. Generally, you will be asked to provide your mobile number or email address and payment information in order to activate a Philo account and start the initial free Trial. If payment information was not provided at sign-up, after you have enjoyed Philo for free for a time, you will be asked to provide payment information either at the end of the free Trial Period (when you will be charged), or in order to continue the remaining days of the free Trial Period (you will not be charged at that time). Philo and/or Philo affiliates may advertise an Offer via URL in various media to certain customers, or may send a URL link directly to customers; customers may start their free Trial by going to the stated URL, or by clicking the link, entering their mobile number or email address, and at that time will be asked to provide payment information immediately (again, you will not be charged until the end of the free Trial Period). IMPORTANT NOTICE: At the conclusion of the applicable Trial Period, the free Trial Offer immediately expires and your account automatically converts to a paid subscription unless you affirmatively cancel before the end of the Trial Period. To cancel your subscription, visit your Account page and select cancel subscription at the bottom of the page. If you are using a third-party billing platform, you must cancel through the third party. If you continue with a paid subscription, your payment method will be immediately charged for the Philo services. Subscriptions automatically renew each month until cancelled. There are no refunds or credits for partial monthly subscriptions.
A free Trial Offer is not transferrable or assignable. Offer may not be combined with other promotions, discounts or offers unless expressly permitted and stated by Philo in conjunction therewith. If for any reason an Offer, or any element thereof, is compromised or not capable of running as planned, due to virus, bugs, tampering, unauthorized intervention, fraud, cheating, technical failures, any force majeure event, artifice or any other causes similar or dissimilar, Philo reserves the right to cancel, terminate, or modify the Offer or any element thereof at any time. Void where taxed, restricted or otherwise prohibited, and to employees of Philo. Philo’s decisions are final and binding.
These Promotional Offers Terms and Conditions apply only to the general Philo video streaming service that provides live and time-shifted television programming, and do not apply to the Philo Edu service that provides video streaming over private networks to college campuses. Philo reserves the absolute right to withdraw, cancel, early terminate, or modify any Offer, or any element thereof, at any time and for any reason. After such time of termination, Philo shall not be obligated to redeem that Offer.
Eligibility: Each Offer is available in the 50 United States (and its territories) ("U.S."), and open only to U.S. residents 18 or older.
Offer Conditions and Limitations: unless expressly stated to the contrary by Philo (or its affiliate or third party if applicable) in conjunction therewith, the following apply to each Offer:
Limited time only, and only while supplies last.
Limited to one-time use per customer/account/household.
Instructions for submission of information and Offer redemption must be strictly adhered to.
Limited to the dollar amount or discount specified.
Applicable only to the customer, subscription, and/or qualifying item, good or service specified.
Cannot be transferred, assigned, redirected, or resold.
Cannot be combined with other promotions, discounts or offers.
Cannot be applied to previous purchases, or towards any gift card/certificate (if applicable, and provided a gift card is not the stated benefit of the Offer).
Excludes taxes and any other fees. If a minimum purchase is specified, taxes and any other fees are excluded from that amount.
General Offer Terms: If for any reason an Offer, or any element thereof, is compromised or not capable of running as planned, due to virus, bugs, tampering, unauthorized intervention, fraud, cheating, technical failures, any force majeure event, artifice or any other causes similar or dissimilar, Philo (or its affiliate or third party if applicable) reserves the right to cancel, terminate, or modify such Offer or any element thereof at any time. A waiver of any provision herein by Sponsor does not constitute a future waiver of that, or any other provision. Any invalid, illegal or unenforceable provision shall be deemed severed (to the extent of its invalidity) and these Terms shall be construed and enforced without it. If you violate any Offer Terms, such Offer will be invalid. Void where taxed, restricted or otherwise prohibited, and to employees of Philo. Philo’s decisions are final and binding.
Effective Date: November 1, 2019
Between 12:00 am PT 11/1/19 and 11:59 pm PT 1/1/20, eligible new Philo customers who purchase a six (6) month Philo subscription (retail value $120) at www.philo.tv/firetv will have the opportunity to redeem a free Amazon® Fire TV Stick 4K (ARV $49.99) through Amazon, while supplies last ("Offer"). After verification of your subscription purchase, you will receive a confirmation email or text message with a link to redeem the gift; gift must be redeemed using the link in the confirmation email or text message provided on or before 11:59 pm PT 2/15/20 ("Redemption Period"). Thereafter, the link to redeem the gift will expire and redemption requests will not be honored. Amazon account (free) is required to redeem. Offer available to new Philo subscribers only in the 50 U.S. and its territories ("U.S.") who are U.S. residents 18 or older. Current paying Philo subscribers or those who have subscribed to Philo previously, are not eligible for this Offer. Limit one (1) Offer per person; one-time use only. Offer is non-transferable, may not be resold, and may not be combined with other offers unless affirmatively permitted herein. Payment information and subscription required to redeem Offer. IMPORTANT NOTICE: After 7-day free trial period, your 6-month subscription purchase is non-refundable. At the conclusion of the 6-month subscription, your account automatically converts to automatic monthly payments ($20 month) unless you affirmatively cancel before the end of the next monthly period. To cancel your subscription, visit your Account page at the Website and select Cancel Subscription at the bottom of the page. If you continue with a paid monthly subscription, your payment method will be immediately charged for a regular Philo subscription package. Subscriptions automatically renew each month until cancelled. There are no refunds or credits for partial monthly subscriptions. Philo products are subject to the Philo Terms available at philo.com/terms . Additional details and limitations apply to this Offer, see philo.com/terms/#philo-promotions for more details. Amazon Fire Stick 4K Redemption terms are incorporated into and made part of the Philo offer terms: Amazon digital content and services may only be available to customers located in the U.S. and are subject to the terms and conditions of Amazon Digital Services LLC. If any product related to this offer is returned, your refund will equal the amount you paid for the product, subject to applicable refund policies. If you violate any of these terms, the offer will be invalid. Offer good while supplies last. Offer limited to one per customer and account. Offer may not be combined with other offers, is non-transferable and may not be resold. Offer only applies to product sold by Amazon Digital Services LLC (look for "sold by Amazon Digital Services LLC" on the content detail page), product sold by third-party sellers or other Amazon entities will not qualify for this offer. Amazon reserves the right to modify or cancel the offer at any time. Shipping charges and taxes may apply to the full value of free promotional items. You will receive an e-mail from Amazon that indicates the dollar amount of the promotional product and provide instructions on how to redeem the offer. Redemption of this Offer constitutes acceptance of all applicable terms and conditions. Offer issued by Philo INC.Philo Edu Terms of Service Agreement
Last Updated: November 13, 2017
Welcome to Philo Edu, which is operated by Philo, Inc. ("Philo", "we", "us" or "our"). Please read this Edu Terms of Service Agreement ("Agreement") carefully, as it constitutes a legally binding agreement and applies to your use of Philo’s on-campus, private network video streaming service for colleges, universities and other higher learning institutions, including without limitation (a) any such service provided via www.philo.com, www.tivli.com, backend.tv, and all corresponding Philo Edu-related domains, subdomains, web pages and websites associated therewith (collectively, "Site"), (b) the Philo Edu app/channel on mobile, console and other IP-enabled devices and platforms, including without limitation Apple iOS, Apple TV, Android, Chromecast and Roku, and (c) all other features, functionality, content applications and services offered by us as a part of our on-campus, private network video streaming service for colleges, universities and other higher learning institutions, including without limitation all associated application/device-based features and related technology (e.g., apps, APIs, widgets, etc.) (subsection (a), (b) and (c) above shall collectively be referred to as the "Edu Services"). The Edu Services do not include any other Philo websites, applications or other services or products, including without limitation the general Philo video streaming service that provides live and time-shifted television programming, which is subject to the Terms of Service.
THIS AGREEMENT INCLUDES WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY THAT SHOULD BE CAREFULLY REVIEWED AND CONSIDERED PRIOR TO ANY USE OF THE SERVICES.
This Agreement does not cover other services, websites or any corresponding content, features or activities made available by any other third party, unless specifically stated.
1. Term. This Agreement shall remain in effect while you use The Edu Services. You may terminate your use of or registration for The Edu Services at any time, for any reason, and Philo may terminate your use of or registration to the Edu Services in the event you breach this Agreement and/or in the event you are no longer eligible to receive the Edu Services.
2. Modifications. We may modify this Agreement from time to time without notice to you for any reason. We will post or display notices of material changes on the Edu Services and/or e-mail you or notify you upon login about these changes–the form of such notice is at our discretion. Once we post or make them available on the Edu Services, these changes become effective immediately and if you use the Edu Services after they become effective it will signify your agreement to be bound by the changes. We recommend that you check back frequently and review this Agreement regularly so you are aware of the most current rights and obligations that apply to you.
3. The Services. Philo makes available to Users real-time streams of video programming content (e.g., national and local television programming, including news, sports, movies, dramas, sitcoms, live events, etc.) ("Video Content") via its proprietary, IP-based content delivery platform, and provides a suite of related features and functionality, including digital video recording (DVR) capabilities, program guides, video-on-demand features, social networking functionality, notification services and other content and resources ("Philo Platform"). By using the Edu Services, you authorize and instruct Philo to record Video Content on the Philo Platform based on your preferences and history receiving the Edu Services and using the Philo Platform.
4. Compliance. By using the Edu Services, you represent and warrant that (a) you are 13 years of age or older, (b) your use of the Edu Services does not violate any applicable law, rule or regulation and (c) you shall comply with all applicable cable subscriber terms, Video Content provider/programmer terms, terms, requirements and codes of conduct and other dwelling/facility (e.g., residential facility, multiple dwelling unit, etc.) ("Facility") or any owner or operator of any Facility and any other terms and conditions instituted by third parties applicable to your use of any Video Content made available in connection with the Edu Services.
5. Access. In order to access and use the Edu Services, you are required to input a username, password and/or other authentication combination (whether associated with a Facility (or any owner or operator thereof), a social networking platform (e.g., Facebook, etc.) and/or otherwise) ("User Credentials") and provide certain additional information, which may include your email address, legal name and age (collectively, "User Information"). You represent and warrant that all User Information is truthful and accurate. You agree to maintain the strict confidentiality of your User Credentials and to not share your User Credentials with any other person. You are responsible for any use of the Edu Services by anyone using your User Credentials, so it is critical that you do not share your User Credentials with anyone and promptly notify Philo of any unauthorized use thereof. We reserve the right to deny access and use to any User if we believe there is a question about the identity of the person trying to access any account or element of the Edu Services.
7. Device Requirements. In order to access and use the Edu Services, you may be required to use Device(s) and other technology meeting certain system, configuration and other requirements established by Philo, its content partners, licensors and other third parties, such as platform, storefront and network operators (e.g., Roku, Apple, etc.) (collectively, "Operators"), and you are responsible for ensuring that your Device(s) and other technology meet all such requirements. You agree that certain Devices or operating systems thereon may not support all features available in the Philo application (for example, closed caption display and/or configuration), and that you understand that to access such features via the Edu Services you may need to upgrade your Device (or its operating system) and/or other technology. A list of currently supported devices can be found here. In addition, you are responsible for any data access, network and/or other service rates and charges you may incur in connection with your Device and use of the Edu Services.
9. Proprietary Rights. As between you and Philo, Philo exclusively owns all right, title and interest in and to the Philo Platform and all material and information contained and/or made available on, through or in connection therewith (excluding Video Content owned by third parties) (collectively, "Philo Content"). The term "Philo Content" includes all graphics, computer code, software, interfaces, information, logos, copy, text and all copyrightable or otherwise legally protectable elements of the Edu Services, including the design, selection, sequence, look and feel and arrangement of the Edu Services, and any intellectual property and/or proprietary rights therein. Unless the context clearly requires otherwise or we explicitly set forth in writing, the term "Services" includes "Philo Content" as well.
10. Limited, Non-commercial Use. The Edu Services are to be used solely for your non-exclusive, non-transferable, non-commercial and personal use and for no other purposes. You must not alter, delete or conceal any copyright, trademark, service mark or other notices contained on the Edu Services. Except as expressly authorized by Philo, you shall not directly or indirectly reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast, sell, license or circulate to any third party (including on or via a third party website or platform), or otherwise use, the Edu Services any Video Content without the express authorization of Philo and the owner or duly licensed distributor. Any unauthorized or prohibited use of the Edu Services or any Video Content may subject you to civil liability, criminal prosecution, or both, under applicable law.
11. Third Party Services.
11.1 Social Media Services. Philo may enable you to log in to the Edu Services via third party online services, such as Facebook ("Social Media Services"). By logging into the Edu Services using account information from a Social Media Service, you agree that we may transmit your User Information to the providers of the applicable Social Media Services, but only to the extent such User Information is needed to enable such log in.
11.3 Advertisements. From time to time, you may choose to communicate with, interact with, or obtain Third Party Services from our advertisers, sponsors, or other promotional partners (collectively, "Advertisers") found on or through the Edu Services or via a hyperlinked website or platform. All such communication, interaction and participation is strictly and solely between you and such Advertisers and we shall not be responsible or liable to you in any way in connection with these activities or transactions.
12. Video Content/Service Availability. Some or all of the Video Content made available in connection with the Edu Services is provided from third parties and such Video Content may be added, deleted or disabled from the Edu Services from time to time and Philo made add, delete, disable or modify some or all of the Edu Services at any time. Accordingly, you acknowledge and agree that (a) you may no longer be able to receive Video Content and/or use the Edu Services to the same extent, or at all, as prior to such change or discontinuation and (b) Philo shall have no obligation or liability to you in such case. Philo may also impose limits on the use of or access to certain features or portions of the Video Content or the Edu Services, in any case and without notice or liability to you. By way of example, and not limitation, not all Users of the Edu Services, depending upon the User’s geographic location, equipment, Device, and other factors, will have access to all aspects of the Edu Services.
13. Objectionable Material. You understand that by using the Edu Services, you may encounter Video Content that may be deemed offensive, indecent or objectionable, which Video Content may or may not be identified as such, and Philo shall have no liability to you for Video Content that is offensive, indecent, or objectionable.
14. User Conduct. You are solely responsible for your conduct in connection with the Edu Services and agree that, while using the Edu Services, you shall not:
(1) engage in or encourage conduct that would violate any applicable law or violate or infringe upon any intellectual property, proprietary, privacy, moral, publicity or other rights of ours or of any other third party; (2) use the Edu Services for commercial or business purposes, including content redistribution, advertising, marketing or offering goods or services or exploitation of information or material obtained on or in connection with the Edu Services; (3) disrupt, impair, or interfere with the use, features, function, operation or maintenance of the Edu Services or the rights or use or enjoyment of the Edu Services by any other user; (4) modify, reverse engineer, decompile or disassemble any part of the Edu Services, whether in whole or in part, or create any derivative works from any part of the Edu Services, or encourage, assist or authorize any other person to do so; or (5) engage in spamming, flooding, harvesting of email addresses or other personal information, "spidering", "screen scraping", "phishing", "database scraping", or any other activity with the purposes of obtaining lists of users or other information.
Philo reserves the right to investigate and take appropriate legal action against anyone who violates, or is suspected of violating, this Section 14, including reporting you to law enforcement authorities. Further, you agree that Philo may access, preserve and disclose your User Information and if required to do so by law or if based on a good faith belief that such access, preservation or disclosure is reasonably necessary to (i) comply with the legal process; (ii) enforce this Agreement; (iii) respond to claims that any content or information violates the rights of any third party; (iv) respond to your requests for customer or technical service; or (v) protect the rights, property or personal safety of Philo, users or any third parties.
15. Digital Millennium Copyright Act.
15.1 If you are a copyright owner and believe that any content on the Edu Services infringes upon your copyrights, your may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Designated Agent (as set forth below) with the following information in writing (see 17 U.S.C. 512(c)(3) for further details):
• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Edu Services are covered by a single notification, a representative list of such works on the Edu Services;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;
• Information reasonably sufficient to permit us to contact the you, such as an address, telephone number, and, if applicable, e-mail address;
• A statement that the you have has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
• A statement that the information in the notification is accurate and, under penalty of perjury, that you are is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Written notification of claimed infringement must be submitted to the following Designated Agent:
Name and Address of Designated Agent:
Philo Copyright Agent c/o Philo, Inc. 225 Green St. San Francisco, CA 94111
Telephone Number of Designated Agent: (772)559-1780
Facsimile Number of Designated Agent: (650) 745-2481
Email Address of Designated Agent: firstname.lastname@example.org
We may notify the Facility (or any owner or operator thereof) of any such claimed infringement. For clarity, only DMCA notices should be sent to the Designated Agent and any other feedback, comments, requests for technical support, and other communications should be directed to Philo customer service by sending an email to email@example.com. If a Claimant fails to comply with all of the requirements of this Section 17, its DMCA notice may not be valid.
15.2 If a copyright owner or its agent believes that its content (which was removed or to which access was disabled) is non-infringing, or that it has the authorization from the copyright owner or its agent, or pursuant to applicable law, to make such content available to Philo for use on the Edu Services, the Claimant may send a counter-notice containing the following information to our Copyright Agent:
• The copyright owner’s or its agent’s physical or electronic signature;
• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• A statement that the copyright owner or its agent has a good faith belief that the content was removed or disabled as a result of a mistake or a misidentification of the content; and
• The copyright owner’s or its agent’s name, address, telephone number, and, if applicable, e-mail address, and a statement that the copyright owner or its agent shall accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by our Copyright Agent, Philo may send a copy of the counter-notice to (i) the Claimant informing it that it may replace the removed content or cease disabling it in 10 business days, and (ii) the Facility (or any owner or operator thereof). Unless the copyright owner or its agent files an action seeking a court order against Philo or the User, the removed content may be replaced, or access to it restored, in 10 business days or more after receipt of the counter-notice, at Philo’s sole discretion.
16. Customer Support. For assistance with technical issues, please refer to our online support page at http://philo.com/support or contact firstname.lastname@example.org.
17. DISCLAIMER AND LIMITATIONS OF LIABILITY. THE SERVICES AND ALL VIDEO CONTENT MADE AVAILABLE ON, THROUGH OR IN CONNECTION THEREWITH, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SERVICES OR THE VIDEO CONTENT WILL BE AVAILABLE FOR USE, OR THAT ANY FEATURES, FUNCTIONS, SERVICES OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. ALL IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS RELATING TO THE SERVICES OR ANY VIDEO CONTENT ARE HEREBY DISCLAIMED. Without limiting any agreement or code of conduct between you and the Facility (or any owner or operator thereof), this Agreement contains the entire understanding and agreement between you and Philo concerning the Services provided or performed and supersedes any and all prior or inconsistent understandings relating to such Services and your use thereof. This Agreement cannot be changed or terminated orally. If any provision of this Agreement is held to be illegal, invalid or unenforceable, this shall not affect any other provisions and this Agreement shall be deemed amended to the extent necessary to make it legal, valid and enforceable. The terms "include," "includes," and "including," whether or not capitalized, mean "include, but are not limited to," "includes, but is not limited to," and "including, but not limited to," respectively and are to be construed as inclusive, not exclusive. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement. The failure of Company to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision.
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, PHILO, THE FACILITY (AND ALL OWNERS AND OPERATORS THEREOF) AND THEIR RESPECTIVE AFFILIATES, SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, AND OPERATORS SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING OUT OF ANY USE OF THE SERVICES OR THIS AGREEMENT.
You further understand and acknowledge the capacity of the Edu Services, in the aggregate and for each user, is limited. Consequently, some features or functions may be restricted or delayed or become completely inoperable.
WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, PHILO DISCLAIMS ALL LIABILITY RELATED TO USER NOTIFICATIONS DELIVERED VIA THE SERVICES. PHILO CANNOT GUARANTEE THAT YOU WILL RECEIVE MESSAGES VIA SUCH NOTIFICATION SYSTEM OR THAT SUCH MESSAGES WILL BE DELIVERED IN A TIMELY OR UNINTERRUPTED MANNER, AND PHILO SHALL HAVE NO LIABILITY (FOR NEGLIGENCE OR OTHERWISE) TO YOU OR ANY OTHER THIRD PARTY (INCLUDING WITHOUT LIMITATION LIABILITY FOR BODILY INJURY OR DEATH) FOR ANY FAILURE OR DEFICIENCY OF SUCH SYSTEM NOR FOR ANY DELAY OR FAILURE RELATED TO THE TRANSMISSION OR RECEIPT OF ANY MESSAGES VIA SUCH SYSTEM.
Some jurisdictions do not allow for the exclusion of certain warranties or certain limitations on damages and remedies; accordingly some of the exclusions and limitations described in this Agreement may not apply to you.
18. Governing Law; Miscellaneous.
18.1 Without limiting any agreement or code of conduct between you and the Facility (or any owner or operator thereof), this Agreement contains the entire understanding and agreement between you and Philo concerning the Edu Services provided or performed and supersedes any and all prior or inconsistent understandings relating to such Services and your use thereof. This Agreement cannot be changed or terminated orally. If any provision of this Agreement is held to be illegal, invalid or unenforceable, this shall not affect any other provisions and this Agreement shall be deemed amended to the extent necessary to make it legal, valid and enforceable. The terms "include," "includes," and "including," whether or not capitalized, mean "include, but are not limited to," "includes, but is not limited to," and "including, but not limited to," respectively and are to be construed as inclusive, not exclusive. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement. The failure of Company to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision.
18.2 This Agreement and your use of the Edu Services is governed by, construed and enforced in accordance with the internal substantive laws of the State of Massachusetts (notwithstanding the State’s conflict of laws provisions) applicable to contracts made, executed and wholly performed in Massachusetts , and, for the purposes of any and all legal or equitable actions, you specifically agree and submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State of Massachusetts and agree you shall not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens or otherwise. IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THIS AGREEMENT, REGARDING YOUR USE OF THE SERVICES OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.
18.3 This Agreement, and any rights, licenses and privileges granted herein, may not be transferred or assigned by you, but may be assigned or transferred by Philo without restriction, notice or other obligation to you.
The Edu Services are controlled and operated by Philo from its offices in the U.S. Philo makes no representation or warranty that the Edu Services are legal, appropriate or available for use in other locations. Those who choose to access the Edu Services from other locations do so at their own risk and are responsible for compliance with any and all local laws, rules and regulation, if and to the extent local laws, rules and regulations are applicable. No software made available in connection with the Edu Services may be downloaded, exported or re-exported into (or to a national or resident of) any countries that are subject to U.S. export restrictions.
This Agreement was last modified on the date indicated above and is effective immediately.
Copyright © Philo, Inc.