The web sites accessible through www.unrulymedia.com, www.unruly.co, www.viralvideocharts.com and associated domains (the “Unruly Sites”) are owned, operated and distributed by Unruly Group Limited, a company registered in the UK under number 5411297 (referred to in these Site Terms of Service as “Unruly” and “we” and through similar words such as “us,” “our,” etc.).  BY ACCESSING THE UNRULY SITES, YOU ARE AGREEING TO THESE TERMS AND CONDITIONS (THE “SITE TERMS OF SERVICE”) AND UNRULY’S PRIVACY POLICY (THE “PRIVACY POLICY“) WHICH ARE  INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT USE THE UNRULY SITES OR ANY OF OUR SERVICES.

These Site Terms of Service apply to all users, including users who are simply viewing the Unruly Sites and its content offerings for informational purposes and users who have or are considering entering into a commercial relationship with Unruly as a “Publisher” participating in Unruly’s network of publishers (the “Unruly Publisher Network“) or as an “Advertising Client” engaging Unruly to provide viral video seeding, distribution and placement services as well as advertising consulting services (“Advertising Services“).  Use of the Unruly Sites and our services is meant for the authorized owners, personnel or representatives of businesses who are Unruly’s actual or potential clients or are otherwise individuals who are at least 18 years old.  If you are not yet 18 years old, you are not authorized to use the Unruly Sites or our services.  IF YOU AGREE TO THESE TERMS ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT, AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS.  In addition, in order to participate in the Unruly Publisher’s Network or engage Unruly for Advertising Services, you and your business may be required to enter into additional terms and conditions or other agreements which relate to and govern the scope and provision of such offerings by Unruly.  As used herein, “you” and “your” refer to you, individually and collectively, as a human user and the business with which you are affiliated.  Notwithstanding anything to the contrary contained in these Site Terms of Service, we reserve the right to terminate or refuse an individual user’s access to any of the Unruly Sites for any reason at any time.   No part of the Unruly Sites are being offered as a public accommodation of any type or in any manner whatsoever.

We may, at our sole discretion, modify these Site Terms of Service at any time. By accessing the Unruly Sites or using our services at any time after such modifications, you are agreeing to such modifications. These Site Terms of Service were posted on the date written above.

 

  1. Access and Use of Unruly Sites

Access to certain portions of the Unruly Sites, including the account areas for Publishers and Advertising Clients, are  conditioned upon the you, as an individual and on behalf of the business with which you are affiliated,  using a self-designated or assigned login and password.

You may choose not to use the Unruly Sites or log-in and access your account areas.  However, participation in the Unruly Publisher Network or benefit and enjoyment of any Unruly Advertising Services, as applicable, may require you to use the Unruly Sites, and there is no guarantee that any offered opportunities or services can be performed by Unruly or enjoyed if a Publisher or Advertising Client fails or refuses to utilize fully the features of the Unruly Sites.

Further, Unruly depends upon you keeping all information (including your email address, contact information, billing and/or payment information, etc.) up-to-date, complete and accurate at all times.  Failure to do so may prevent Unruly from making payment, managing placements and/or otherwise performing services.

The login and password are provided for the use by you as an individual user or by a group of users affiliated with your business, and are not transferable to users who are not affiliated with you or your business and for whose use and conduct you and your business are not willing to assume full responsibility and liability.  You agree to maintain your login and password strictly confidential.  You and your business will be solely responsible and liable, and Unruly shall have no liability, for any and all activities that occur associated with use of your login and password.

Unruly is not responsible for any loss or damage arising from your failure to comply with the provisions of this section.  Misuse of these Unruly Sites including improper access of any account area or unauthorized sharing of the login and password, may result, at Unruly’s sole discretion, in the cancellation of the Publisher’s or Advertising Client’s access and/or account or the pursuit of other remedies.

  1. One Account

Each Publisher or Advertising Client may maintain only one account.  Neither you nor the business on behalf of which you may be using the Unruly Site(s) may register or maintain multiple accounts.  The existence of multiple accounts, if and when discovered, can result in immediate termination of use and access privileges unless expressly authorized in writing by Unruly.  If Unruly discovers that you have registered for multiple accounts, Unruly may in its sole discretion decide which account to terminate.  Without waiving any rights or remedies that may be available to us, Unruly shall have no obligation or liability to you in respect of any such terminated account including any obligation to pay you any monies or permit you to retrieve or access any reports or data.

In the case of Publishers, such account may cover more than one web site; however we may limit or permit only one web site (preferably your main site) to be registered initially.  New and/or additional sites may then be added, subject to Unruly’s review and approval, once you and such initial web site have been approved to participate in the Unruly Publisher Network or in connection with a specific Advertising Client’s campaign.  Such site or sites approved to participate are referred to generally as “Publisher’s Site(s).”

  1. Use of Account and Registration Information

We have the right to send you emails relating to your participation in the Unruly Publisher Network, your engagement of Advertising Services and/or your registration or account from time to time.  Notifications sent to the email address then-associated with your account will be deemed to have been received, even if such email address not updated or accurate.  If we reject or terminate your registration, we may retain your information for referring to later in the event you should decide to reapply or otherwise as may be required under applicable law.  Your information will be held in accordance with the terms of our privacy policy.

  1. Content on Unruly Sites

Portions of Unruly Sites, such as the Viral Video Charts, provide certain content (including, without limitation, videos, documents, photographs, advertisements, marketing materials, text, graphics, and images) and services that Unruly may change or update from time to time (the “Content“).  Such Content or the Unruly Sites may contain links to third party video hosting services, aggregators, websites or other materials, resources or sites that are not owned or controlled by us.

You acknowledge and agree that Unruly has no control over such third party content, and do not endorse and are not responsible or liable for any content, advertising, products, features, services, information or other materials promoted or displayed, or any websites that they may link to (collectively, “Third Party Content”).  We shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by any Third Party Content.

Except where otherwise indicated, all Content included on the Unruly Sites and the like and the copyright, trademarks, service marks and logos contained therein, are owned by or licensed to us, subject to copyright and other intellectual property rights under the United Kingdom, United States and other foreign laws and international conventions.  In addition, the compilation, arrangement, selection and presentation of any and all Content, in particular but without limitation the Viral Video Charts, on the Unruly Sites is subject to copyright owned exclusively by Unruly Group Limited.

You may download and print extracts from the Viral Video Charts and other Content on the Unruly Sites for your own personal and non-commercial use only, provided you maintain and abide by any credit, attribution, copyright or trademark notice or restriction in any material that you download or print. You may not use any such Content for any other purpose without our prior written approval.  Except as expressly authorised by the Unruly, you are not allowed to create a database comprising all or part of the materials appearing on the Unruly Sites.

If you wish to use our Content, or for other inquiries about distribution or reproduction of any Content, please contact us at hi@unrulygroup.com.

Except as expressly provided and contemplated above, any and all Content on the Unruly Sites may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without our prior written consent.  We reserve all rights not expressly granted in and to the Unruly Sites and any of our content.

  1. User Submissions

The Unruly Sites may allow you to submit and post comments, opinions or other content or information (“User Submissions”).  Unless otherwise agreed, ownership rights in your User Submissions will be retained by you or the original author or licensor; however, upon its submission or contribution, Unruly will receive an irrevocable, worldwide, non-exclusive, royalty-free, fully sublicenseable and freely transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform such User Submissions in any media formats now or hereafter created and through any media channels now or hereafter created, including but not limited to use on this Unruly Sites in any manner.

You shall be solely responsible for your own User Submissions and the consequences of posting them, and should you post a User Submission, you represent and warrant that you own or have the necessary rights  to post and authorize us to use your User Submissions in the manner contemplated by the Unruly Sites and these Site Terms of Service.  Unruly does not endorse any User Submission or any opinion, recommendation, or advice that may be expressed.  Accordingly, Unruly expressly disclaims any and all liability in connection with any and all User Submissions.

If you are a U.S. copyright owner and believe that any User Submission or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”). To provide us notice of an infringement, you must provide a written communication to the attention of “DMCA Infringement Notification Dept.” care of copyrights@Unruly.com that sets forth the information specified by the DMCA (see http://www.copyright.gov/title17/92chap5.html#512). You may be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that an activity is infringing your copyright.

Notwithstanding anything to the contrary contained in these Site Terms of Service, we reserve the right to remove any Content and User Submissions without prior notice (or to refuse to publish any User Submission) for any reason and without affecting the rights and licenses granted to us under these Site Terms of Service.

  1. Rules of Conduct

You may not use the Unruly Sites for any purpose that is unlawful or prohibited by these Site Terms of Service, or any other purpose not reasonably intended by us. In furtherance, and not in limitation, of the foregoing, you agree not to take any of the following actions in connection with your use of the Unruly Sites:

(a)        abuse, harass, threaten, impersonate or intimidate others, or post on the Unruly Sites, or transmit to other users via the Unruly Sites, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, discriminatory, racially offensive or illegal material;

(b)        contribute any User Submission that is infringing, libelous, defamatory, obscene, pornographic, abusive, offensive or otherwise violates any law or right of any third party;

(c)        engage in any activity intended to obtain password, account, or private information from any user;

(d)        transmit unwanted email or other communications;

(e)        submit stories or comments linking to affiliate programs, multi-level marketing schemes, sites/blogs repurposing existing stories (source hops) or off-topic content;

(f)        take any action that might impose an unreasonable or disproportionately large load on our infrastructure;

(g)        interfere or attempt to interfere with the proper working of the Unruly Sites or any activities conducted on the Unruly Sites; or

(h)        bypass any measures we may use to prevent or restrict access to the Unruly Sites.

  1. WARRANTY DISCLAIMER/LIMITATION OF LIABILITY

YOU AGREE THAT YOUR ACCESS AND USE OF THE UNRULY SITES SHALL BE AT YOUR SOLE RISK, AND THAT ALL CONTENT AND SERVICES MADE AVAILABLE ON OR BY WAY OF THE UNRULY SITES ARE PROVIDED TO YOU “AS IS.”

TO THE FULLEST EXTENT PERMITTED BY LAW, WE, OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE UNRULY SITES, OUR SERVICES AND YOUR USE THEREOF.

WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY CONTENT ON THE UNRULY SITES OR ANY SITES OR OTHER RESOURCES LINKED BY OR TO ANY UNRULY SITES, OR ANY OTHER ADVICE THAT YOU MAY RECEIVE FROM US, AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE UNRULY SITES OR OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE UNRULY SITES, AND/OR (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE UNRULY SITES BY ANY THIRD PARTY.

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY IN ANY CONTENT FEATURED OR LINKED FROM THE UNRULY SITES.

UNRULY’S TOTAL CUMULATIVE LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED 100 POUNDS.  IN NO EVENT WILL UNRULY BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING ALTERNATIVE ADVERTISING OR PUBLISHERS) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT UNRULY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

  1. Indemnity

You agree to defend, indemnify and hold harmless Unuly and our affiliates, our and their Publishers and Advertising Clients, and our and their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Unruly Sites; (ii) your violation of any term of these Site Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; (iv) any claim that one of your User Submissions caused damage to a third party; or (v) any use of your account or your user ID and password. This obligation will survive these Site Terms of Service and your use of the Unruly Sites and any separate writing that we may enter into in respect of your participation in the Unruly Publisher Network, engagement of Unruly Advertising Services or otherwise, as applicable.

  1. Miscellaneous

You agree that the Unruly Sites will be deemed a passive website solely based in England and shall not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than England.  These Site Terms of Service shall be governed by the internal laws of the England, without regard to its conflict of laws principles.

These Site Terms of Service, together with the Privacy Policy, and any other legal notices published by us on the Unruly Sites or in other materials distributed in connection with any Unruly Sites, constitute the entire agreement between you (and your business, as applicable) and us concerning the use and benefits of the Unruly Sites.  Participation in the Unruly Publisher’s Network or engagement of Unruly for Advertising Services are or will be governed by additional other agreements between or among the relevant parties.

If any provision of these Site Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Site Terms of Service, which shall remain in full force and effect.

No waiver of any term of these Site Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and our failure to assert any right or provision under these Site Terms of Service shall not constitute a waiver of such right or provision.

In the event that these Site Terms of Service are translated into other languages and there is a discrepancy between the two language versions, the English language version shall prevail to the extent that such discrepancy is the result of an error in translation.

The services hereunder are offered by Unruly Group Limited and Unruly Media Limited, both located at: http://www.unruly.co/terms and email: hi@unrulygroup.com.