Pictela

RMP TERMS AND CONDITIONS OF USE

Rich Media Players ("RMPs"), which are published through and hosted by PICTELA.COM ("Site"), provide access to Site content from points outside of the PICTELA.COM domain. These terms and conditions of use ("Terms") govern your use of RMPs.

These Terms, as well as the PICTELA.COM Terms and Conditions of Use and Privacy Policy, apply to your use of RMPs and, where applicable, to your use of the Site, and may be changed at any time without notice. If you object to any such changes, your sole recourse is to stop using the RMPs and remove the RMPs (and associated software code) from your website(s).

RMPS AND SITE CONTENT

An RMP is an object that may be placed on a website and allows visitors to that website to access and view content published through and/or hosted by PICTELA.COM. You acknowledge and agree that these objects may contain, without limitation, PictelaTM or third party logos, links to content located at the Site and third party sites (collectively, "RMP Content"). RMPs consist of the RMP Content, all software files or images incorporated in, or generated by, the RMPs and any and all data and embedded code that accompanies the RMPs, and any upgrades, enhancements, modifications, updates and revisions of such software and code.

You acknowledge and agree that parties other than Pictela may provide content that is included in RMP Content. In addition, Pictela may, in its discretion, provide links, through the RMPs, to the sites of affiliated companies and certain other businesses. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these businesses or individuals or the content of their websites. Pictela does not assume any responsibility or liability for the actions of or products or content provided by these and any other third parties. If you object to any such actions, products or content, your sole recourse is to cease your use of the RMP Content and remove the RMP from your website.

LICENSE AND RESTRICTIONS ON USE

Subject to your compliance with these Terms, Pictela hereby grants you a non-exclusive, non-transferable, non-sublicensable, personal, revocable license to use and display the RMP on your website(s). You are not licensed to use the RMP for any other purpose, and nothing in these Terms shall be deemed to grant you any right, title or interest in the RMP. The RMP (including the software contained therein) and the RMP Content, are protected under United States and international copyright laws, are subject to other intellectual property and proprietary rights and laws, and are owned by Pictela and its licensors. The RMP and the RMP Content may not be modified, extracted from its RMP or reverse-engineered in any way without your obtaining the express prior written permission in each instance of Pictela and its licensors. In addition, neither RMP Content nor content located at the Site and accessed through the RMP may be used in any manner that would constitute an endorsement (whether express or implied) by any person or entity of any product(s), service(s), activity(ies) or brand(s) contained on your website(s).

PLACEMENT OF RMPS

RMPs may be placed on your website(s) and on your page(s) at online social network sites to the extent permitted by such sites. Pictela prohibits the placement of, and you are not authorized to place RMPs on sites that include content that is offensive, abusive, harassing, threatening, discriminatory, vulgar, pornographic, or otherwise inappropriate as determined by Pictela in its sole discretion.

OWNERSHIP/ATTRIBUTION
Pictela and its licensors retain all ownership and other rights in the RMPs and RMP Content. All rights reserved. All trademarks or other intellectual properties appearing in the RMP Content are the property of their respective owners. Nothing in these Terms shall be deemed to grant you any right, title or interest in any trademarks or other intellectual properties included in or embodied by an RMP, the RMP Content or the Site. You acknowledge and agree that we may use data capture, syndication analysis and other similar tools to track, extract, compile, aggregate and analyze any data or information resulting from use of an RMP.

DATA GATHERING
When you use an RMP, our servers may automatically record information that your browser sends whenever you visit a website or online service (“Log Data”). This Log Data may include, but is not limited to, your computer’s Internet Protocol address, browser type, the web page where the RMP is located or that you were visiting before you accessed the web page containing the RMP. When a user installs an RMP, we may record data related to that activity, the operation of the RMP and any other usage-related data. Please read our Privacy Policy for more information regarding collection and use of data related to your use of RMPs and the Site.

RIGHT TO MODIFY AND DISCONTINUE RMPS

Pictela reserves the right to discontinue providing any or all of the RMPs, or any portion thereof, at any time and to require you to cease displaying, distributing or otherwise using any or all of the RMPs or RMP Content, or any portion thereof, for any reason including, without limitation, your violation of any provision of these Terms. Pictela may, without prior notice, replace, modify, diminish, limit or restrict the performance of an RMP or RMP Content, including without limitation removal or deactivation of an RMP or RMP Content. Neither Pictela nor its licensors, nor any of their respective affiliates, sponsors, and licensees assume any liability for any of your activities in connection with the RMPs or for your use of the RMPs in connection with your website, and you agree to indemnify, defend and hold Pictela, its licensors and any of their respective affiliates, sponsors, and licensees harmless from and against any claims arising from such activities or use.

NO WARRANTY

PICTELA, ITS LICENSORS AND OTHER THIRD PARTY PROVIDERS OF ANY OF THE RMP CONTENT DISCLAIM ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR USE OF THE RMPS. THE RMPS ARE PROVIDED "AS IS" AND "AS AVAILABLE, " WITH NO WARRANTIES WHATSOEVER. PICTELA EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. PICTELA FURTHER DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY, AND PERFORMANCE OF THE RMPS. YOU UNDERSTAND AND AGREE THAT YOU USE THE RMPS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE USE OF RMPS OR MATERIALS LOCATED AT THE SITE.

LIMITATION OF LIABILITY

THE RMPS ARE BEING PROVIDED FREE OF CHARGE. ACCORDINGLY, YOU AGREE THAT PICTELA, ITS LICENSORS AND OTHER THIRD PARTY PROVIDERS OF ANY OF THE RMP CONTENT SHALL HAVE NO LIABILITY ARISING FROM OR BASED ON YOUR USE OF THE RMPS. THIS LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OF AND RELIANCE ON THE RMPS, FROM INABILITY TO USE THE RMPS OR FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE RMPS (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW. UNDER NO CIRCUMSTANCES SHALL PICTELA, ITS LICENORS OR THIRD PARTY PROVIDERS OF ANY OF THE RMP CONTENT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

GENERAL PROVISIONS

These Terms will be governed by and construed in accordance with the laws of the State of New York without reference to its choice of law doctrine that would apply a different jurisdiction’s laws. Any suit brought by either party against the other party for claims arising out of your use of the Site will be brought in any court of competent jurisdiction located in New York, New York, and you consent to the exclusive jurisdiction of those courts in respect of the action or proceeding. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition. These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

PICTELA.COM TERMS AND CONDITIONS OF USE

Welcome to WWW.PICTELA.COM (the "Site"). By using the Site you are forming a contract and indicating that you agree to all of these terms and conditions of use (the "Terms"). If you do not, or cannot, agree to these Terms, then you may not use or visit the Site.

In addition, when you use any current or future Pictela service or visit or purchase from any business affiliated with Pictela, whether or not included in the Site, you also will be subject to the guidelines and conditions applicable to such service or business.

SITE POLICIES AND MODIFICATION

Please review the other policies and terms posted on the Site (including but not limited to our Privacy Policy and RMP Terms and Conditions of Use). These policies also govern your visit to the Site. Pictela reserves the right to make changes to these Terms and its other policies and terms at any time, and if we do so, we will post notices of such changes on the Site. If you do not, or cannot agree, to those changes, your only option is to cease all use of the Site.

LICENSE AND SITE ACCESS

Subject to your full compliance with the Terms, Pictela hereby grants you a limited license to use the content, features, and services provided by Pictela on this Site (collectively the "Materials") solely for your personal use. The design, layout, and source code of the Site are specifically excluded from the Materials. No other use of the Site or Materials is authorized.

The content, products, technology, and processes described and used on this Site, and all copyrights, patents, trademarks, trade secrets and other proprietary rights therein, are owned by Pictela or other third parties. Except for the limited license granted above, nothing contained in these Terms gives you, whether by implication, estoppel or otherwise, any license, title, or ownership of or to any intellectual property right of Pictela or any third party.

ELECTRONIC COMMUNICATIONS

When you visit Pictela or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

TRADEMARKS

PICTELATM and other trademarks indicated on the Site and other graphics, logos, page headers, button icons, scripts, and service names are trademarks or trade dress of, and are owned by, Pictela or its licensors. Pictela’s and its licensors’ trademarks and trade dress may not be used in connection with any product or service other than as incorporated into the Materials, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Pictela or its licensors.

THIRD PARTY CONTENT

Parties other than Pictela may provide Materials on the Site. In addition, Pictela may, in its discretion, provide links to the sites of affiliated companies and certain other businesses. We are not responsible for examining or evaluating, and we do not warrant the offerings of, any of these businesses or individuals or the content of their websites. Pictela does not assume any responsibility or liability for the actions of or products or content provided by these and any other third parties. If you object to any such actions, products or content, your sole recourse is to cease your use of same. You should carefully review privacy statements and other terms and conditions of use before accessing and using any materials, features, or services made available through such websites.

DISCLAIMER OF WARRANTIES

THIS SITE IS PROVIDED BY PICTELA ON AN "AS IS" AND "AS AVAILABLE" BASIS. PICTELA MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE, OR TO THE ACCURACY OF OR THE FREQUENCY OF ANY UPDATES THERETO. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, PICTELA DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. PICTELA DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR E-MAIL SENT FROM PICTELA ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

LIMITATION OF LIABILITY
IN NO EVENT WILL PICTELA BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR THE MATERIALS. IN NO EVENT WILL PICTELA’s AGGREGATE, CUMULATIVE LIABILITY, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL OF ANY ACTUAL AMOUNTS PAID BY YOU TO PICTELA IN THE MONTH PRECEDING THE EVENT WHICH GAVE RISE TO THE LIABILITY. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless Pictela, its affiliates, and each of their respective officers, directors, employees, agents, licensors, representatives, and third party providers to the Site from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from your use of the Site ("Damages"), including without limitation any Damages that may arise from your unauthorized use of the Materials, from your breach of these Terms and from any such acts arising through your use of the Site. Pictela reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with Pictela in asserting any available defenses.

APPLICABLE LAW

These Terms will be governed by and construed in accordance with the laws of the State of New York without reference to its choice of law doctrine that would apply a different jurisdiction’s laws. Any suit brought by either party against the other party for claims arising out of your use of the Site will be brought in any court of competent jurisdiction located in New York, New York, and you consent to the exclusive jurisdiction of those courts in respect of the action or proceeding.

SEVERABILITY

If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

CONTACT INFORMATION

Pictela, Inc.
1133 Broadway, Suite 1330
New York, New York 10010
United States