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The XemGi.info Service

The XemGi.info Service is comprised of (i) the XemGi.info website, currently located at XemGi.info (and/or any successor or additional website(s) owned or operated by or for XemGi.info); (ii) the XemGi.info syndication network to the extent provided by XemGi.info (for example, when XemGi.info makes videos available on third party websites and services, e.g., through embedded players); (iii) the XemGi.info client, a downloadable application to upload, download and view content (the “XemGi.info Client”); (iv) the servers operated by or on behalf of XemGi.info; and/or (v) any other technology and/or services that XemGi.info provides its users. The XemGi.info Service may be distributed through any media format through any media channel and/or via any media device. The XemGi.info Service allows You to make content and other material available to other users of the XemGi.info Service and to access videos and other content and other materials made available by other users of the XemGi.info Service. All comments and other communications posted or published by You or other users on the XemGi.info Service, including in any bulletin board, chat, discussion group, feedback area, news group or email, are referred to as “User Material.” All content made available by users other than “User Material” is referred as “Video Content” and includes the audio-visual display (i.e., video) that may be uploaded to the XemGi.info Service, along with any other material including, without limitation, music, animation, text, software, scripts, graphics, images, audio, information and interactive features. User Material and Video Content are collectively referred to as “User and Video Content”.

Registration

Registration is not required to view most User and Video Content provided as part of the XemGi.info Service. However, You are required to register if You wish to post a comment or upload a video, download the XemGi.info Client or view certain User Material and Video Content. If You wish to download the XemGi.info Client You will be subject to additional terms and condition relating to the license and use of the XemGi.info Client.

To register You will need to create an account with XemGi.info and select a password and screen name (“XemGi.info User ID”). You must provide XemGi.info with accurate, complete, and updated registration information. Failure to do so will be a breach of these TOU, and may result in immediate termination of Your XemGi.info account. You may not (i) select or use as a XemGi.info User ID a name of another person with the intent to impersonate that person; (ii) use as a XemGi.info User ID a name subject to any rights of a person and/or entity other than You without appropriate authorization; or (iii) use as a XemGi.info User ID a name that is otherwise offensive, vulgar or obscene. XemGi.info reserves the right to refuse registration of, or cancel, a XemGi.info User ID in its sole discretion. You are solely responsible for the activity that occurs on Your account, and You must keep Your account password secure. You must notify XemGi.info immediately of any breach of security or unauthorized use of Your account. Although XemGi.info will not be liable for Your losses caused by any unauthorized use of Your account, You may be liable for the losses of XemGi.info or others due to such unauthorized use. All registration information provided by You shall be subject to XemGi.info’s Privacy Policy .

License

User Material: By submitting, posting, uploading, emailing or otherwise providing User Material to XemGi.info, You hereby grant XemGi.info a worldwide, non-exclusive, royalty-free, fully-paid, perpetual, irrevocable, sublicensable and transferable license to use, reproduce, modify, distribute, prepare derivative works of, display, publish, perform and transmit the User Material in connection with the XemGi.info Service and XemGi.info’s (and its successor’s) business, including without limitation for promoting and redistributing part or all of the XemGi.info Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the XemGi.info Service a non-exclusive license to access Your User Material through the XemGi.info Service, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Material as permitted through the functionality of the XemGi.info Service and under these TOU.

Video Content: You hereby grant to XemGi.info a revocable, non-exclusive, worldwide, royalty-free, sublicensable and transferable right and license to: (i) use, display, publicly perform, transmit, distribute, copy, edit, modify, store, reproduce, make available for download and/or provide Your Video Content on or through the XemGi.info Service, either in its original form, as a copy or as a derivative work; (ii) secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms based on Your Video Content; (iii) distribute, transmit, and/or display Your Video Content and encoded works via such technologies as are supported by XemGi.info from time to time through or via the XemGi.info Service; (iv) display advertisements and promotional material in connection with Your Video Content; and (v) perform such other acts with respect to Your Video Content as are necessary from time to time to provide the XemGi.info Service. This license to XemGi.info will terminate within a commercially reasonable time after You remove or delete Your Video Content. You understand and agree that XemGi.info may retain, but not display, distribute, or perform, server copies of Your Video Content that have been removed or deleted. For the avoidance of doubt, as between You and XemGi.info, You retain all ownership rights in and to the Video Content.

You hereby grant XemGi.info, a non-exclusive, royalty-free right to reproduce and display Your logos, trademarks, trade names and other similar identifying material (the “Marks”) solely for the purposes of promoting, marketing and/or displaying Your User and Video Content and, to grant sublicenses thereto on the same terms and conditions to end users and XemGi.info’s affiliates and partners to the extent necessary in connection with the provision of the XemGi.info Service. This trademark license will terminate automatically upon the termination of these TOU between You and XemGi.info.

Video Content

Authority. If You upload content, You represent and warrant at all times that: (i) You are either more than 18 years of age, an emancipated minor or possess legal parental or guardian consent and are fully authorized to enter into these TOU on Your own behalf and on behalf of any other individuals or companies whom You are representing; (ii) You are fully able and competent to accept, make and/or perform the terms, conditions, obligations, representations and warranties set forth in these TOU, and to abide by and comply with the terms herein; (iii) if You are a company, You are duly organized, validly existing and in good standing under the laws of the state of Your organization, You have full corporate power and authority to enter into these TOU, and You are duly authorized to perform the obligations and to carry out the provisions herein; (iv) You understand that these TOU are legal and valid obligations, binding and enforceable in accordance with their terms; and (v) neither the execution, delivery and performance of these TOU conflicts with any agreement, instrument, or understanding, oral or written, to which You are a party or by which You may be bound, or violates any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over You.

Representations and Warranties. You specifically represent and warrant that (i) You either own fully and outright the Video Content or have obtained all rights, approvals, licenses, consents and permissions as are necessary, and are authorized to grant the licenses granted by You under these TOU, to make the representations and warranties made herein, and to perform Your obligations hereunder; (ii) Your Video Content and the distribution and/or publication of Your Video Content through the XemGi.info Service, directly or indirectly, does not, and shall not, infringe or misappropriate any copyright, trademark, privacy right, name and likeness right or any other rights of any third party; (iii) You have obtained all necessary consents (including with respect to name and likeness), secured all licenses and paid all associated fees required to be paid to third parties (including for the use of any music performed in, contained in or synchronized with any of the Video Content) (“Third Party Fees”) with respect to the Video Content and You covenant to timely pay any and all Third Party Fees required to be paid in the future. You further expressly agree that, as between You, on the one hand, and XemGi.info and its affiliates, subsidiaries and distribution partners on the other hand, any obligation to secure any third party rights and to pay Third Party Fees as a result of distribution of Your Video Content pursuant to these TOU shall be Your obligation and not the obligation of XemGi.info or any of its affiliates, subsidiaries or partners.

Publication Options. By using the publisher portion of the XemGi.info Service, You may select options made available by XemGi.info regarding the presentation, management, distribution of and end user access to Your Video Content. You may change Your selections regarding each option to the extent permitted by the publisher portion of the XemGi.info Service. In all cases, Your last selections reflected in XemGi.info’s database shall be conclusive in the event of any dispute.

Suspension. XemGi.info reserves the right to suspend its performance of the User and +Video Content or any aspect thereof under these TOU at any time, without giving prior notice, for any act which XemGi.info, in its sole discretion, determines to be harmful to any end user of the XemGi.info Service, the XemGi.info Service itself or which XemGi.info determines in good faith violates or fails to comply with any applicable law or regulation. XemGi.info may, without notice to You, remove or block any Video Content from the XemGi.info Service.

Removal. XemGi.info respects the licensing choices of its publishers to viewers, including Creative Commons type licenses. You may elect to remove Your Video Content from the XemGi.info Service at any time. XemGi.info will use commercially reasonable efforts to remove Your Video Content from the XemGi.info Service within three business days after receipt of Your notice of removal but shall have no liability for failure to remove such Video Content. You acknowledge and agree that XemGi.info has limited practical ability to control or monitor possible infringement of Your intellectual property rights by other parties and that XemGi.info assumes no responsibility for controlling or monitoring such intellectual property rights and shall have no liability for any alleged infringement. In addition, XemGi.info is not responsible for enforcing Your intellectual property rights, including filing suit or taking other legal action against infringers or against XemGi.info’s distribution partners who fail to cease using Your Video Content upon Your election to remove such Video Content from the XemGi.info Service.

User Behavior

XemGi.info grants You permission to use the XemGi.info Service subject to all of the terms and conditions set forth in these TOU.

As a condition of use, You agree not to use the XemGi.info Service for any purpose that is unlawful. You agree to abide by all applicable local, state, national and international laws and regulations, including, without limitation, all intellectual property laws (such as U.S. copyright laws). Any unauthorized use of the XemGi.info Service is expressly prohibited.

By way of example, You agree not to (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any User and Video Content, using any communications service or other service available on or through the XemGi.info Service, that:

• infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity; or
• is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, offensive, profane, pornographic or obscene, or promotes hate or incites violence; or
• misrepresents the source, identity or content of information transmitted via the XemGi.info Service; or
• constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”) or a chain letter, a pyramid scheme, petitions for signatures, charity requests or any other similar solicitation; or
• contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data or other information of XemGi.info or any third party; or
• impersonates, or falsely indicates an affiliation with, any person or entity, including, without limitation, any employee or representative of XemGi.info or access the XemGi.info accounts of others without permission; or
• constitutes an offer, for sale or otherwise, of any firearms, explosives, weapons, tobacco products, controlled substances, pharmaceuticals, counterfeit or stolen articles, registered or unregistered securities, or any items that would cause XemGi.info to violate any applicable law or regulation;
• collects, or attempts to collect, personal information about users without their consent or constitutes a solicitation, for commercial purposes, any users of the XemGi.info Service with respect to their Video Content; or
• otherwise violates these TOU, the Privacy Policy, or any other policy posted on the XemGi.info website.

Additionally, You agree that You will not: (i) take any action that imposes, or may impose, in XemGi.info’s sole discretion, an unreasonable or disproportionately large load on XemGi.info’s infrastructure; (ii) interfere or attempt to interfere with the proper working of the XemGi.info Service or any activities conducted on the XemGi.info Service; (iii) alter or modify any part of the website or access User and Video Content through any technology or means other than those explicitly designated by XemGi.info; (iv) bypass any measures XemGi.info may use to prevent or restrict access to the XemGi.info Service, other accounts, or computer systems or networks connected to the XemGi.info Service; or (v) interfere with any other user’s enjoyment of the XemGi.info Service, including, without limitation, accessing an account of a XemGi.info user that is not Yours.

You may not (and may not permit others to), directly or indirectly, modify, translate, decompile, disassemble, or reverse engineer any part of the XemGi.info Service or any content available through the XemGi.info website (except to the limited extent applicable laws specifically prohibit such restriction), or copy, rent, lease, distribute, or otherwise transfer any of the rights that You receive hereunder. In addition, You may not remove any proprietary notices, marks or labels.

You shall not launch or otherwise use any robot, spider, scraper or other automated means to access the XemGi.info Service in a manner which sends more request messages to the XemGi.info server in any given period of time than a typical human would normally produce in the same period by using a conventional on-line web browser to read, view and submit materials. Notwithstanding the foregoing, we grant the operators of search engines permission to use robots to copy materials from the site for the sole purpose of creating publicly-available searchable indexes of the materials, but not caches or archives of the materials, provided that we reserve the right to revoke these exceptions either generally or in specific cases.

You shall not harvest or collect information from the XemGi.info Service, including, without limitation, information about other users of the XemGi.info Service. The use of any information learned through the XemGi.info Service or while on the XemGi.info website is limited to the express purposes set forth in these TOU; all other uses are strictly prohibited.

Unless expressly authorized, You shall not frame or otherwise display any portion of the XemGi.info.com website or any of its contents. No hyperlinks to any password protected web pages on the XemGi.info.com website are allowed. Hyperlinks to non-restricted pages are subject to review and termination by XemGi.info in our sole discretion.

No Endorsement; Availability; Monitoring

You understand that You will be exposed to User Material and Video Content from a variety of users. You acknowledge that XemGi.info does not endorse, evaluate or guarantee any User and Video Content and You may not state or imply any such endorsement, evaluation or guarantee. XemGi.info is not responsible for the accuracy, usefulness, safety, or intellectual property rights of User Material or Video Content. XemGi.info does not guarantee that any User and Video Content will be made available on the XemGi.info Service, whether continuously or at all. XemGi.info does not assume any responsibility or liability for any User and Video Content and You agree to waive any legal or equitable rights or remedies You may have against XemGi.info regarding such User and Video Content. You acknowledge that You have no expectation of privacy or confidentiality with respect to Your User and Video Content. XemGi.info shall have no obligation to monitor any User and Video Content. However, XemGi.info and its agents shall have and do reserve the right to monitor any User and Video Content from time to time for any lawful purpose. XemGi.info may, without notice to You, remove or block any User and Video Content from the XemGi.info Service, including disabling access to such User and Video Content that You have downloaded through the XemGi.info Service. You further understand and acknowledge that You may be exposed to User Material or Video Content that is inaccurate, offensive, indecent, or objectionable.

Termination

XemGi.info may terminate Your access to all or any part of the XemGi.info Service at any time, with or without cause, with or without notice, effective immediately. You may terminate Your use of the XemGi.info Service at any time, provided that all provisions of these TOU, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Indemnification

You agree to defend, indemnify and hold harmless XemGi.info and its affiliates, subsidiaries and distribution partners and their respective officers, directors, employees and/or agents (collectively, “XemGi.info Indemnitees”) from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (i) Your use of and access to the XemGi.info Service; (ii) Your violation of any term of these TOU, including any breach of any representation, warranty, covenant or agreement made by You herein; (iii) Your violation, alleged or actual, of any third party right, including without limitation any copyright, property, or privacy right; (iv) any claim that any User Material or Video Content You uploaded or published on the XemGi.info Service caused damage to a third party; or (v) Your gross negligence or willful malfeasance (collectively, “Claims”). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the XemGi.info Indemnitees. XemGi.info shall have the right, in its sole discretion, to select its own legal counsel to defend the XemGi.info Indemnitees from any Claims (but by doing so shall not waive Your indemnity obligations), and You shall be solely responsible for the payment of all reasonable attorneys’ fees incurred by the XemGi.info Indemnitees in connection therewith. You shall notify XemGi.info immediately if You become aware of any actual or potential Claims, suits, actions, allegations or charges that could affect Your or XemGi.info’s ability to fully perform its respective duties or to exercise its respective rights under these TOU. You shall not, without the prior express written approval of XemGi.info, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against You, if such settlement or resolution results in any obligation or liability for any XemGi.info Indemnitee. This defense and indemnification obligation will survive these TOU and Your use of the XemGi.info Service.

Disclaimer

THE XemGi.info SERVICE, XemGi.info CONTENT AND MARKS ARE PROVIDED BY XemGi.info “AS IS” AND “AS AVAILABLE” ONLY. EXCEPT AS EXPRESSLY PROVIDED IN THESE TOU, XemGi.info MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO ANY MATTER IN CONNECTION WITH THESE TOU, INCLUDING BUT NOT LIMITED TO THE XemGi.info SERVICE OR ITS CONTENT OR MARKS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, XemGi.info DISCLAIMS ALL WARRANTIES REGARDING THE XemGi.info SERVICE AND ITS CONTENTS AND MARKS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS OF CONTENT, NON-INFRINGEMENT, TITLE, SUITABILITY, THE AVAILABILITY OR QUALITY OF ANY PRODUCTS OR SERVICES AVAILABLE VIA THE XemGi.info SERVICE (EXCEPT AS MAY BE SET FORTH IN ANY LICENSE OR OTHER AGREEMENT RELATED TO THOSE PRODUCTS OR SERVICES) OR OTHERWISE. YOU AGREE THAT USE OF THE XemGi.info SERVICE SHALL BE AT YOUR SOLE RISK. XemGi.info MAKES NO REPRESENTATION, WARRANTY OR ASSURANCE TO YOU THAT THE XemGi.info SERVICE WILL BE ERROR-FREE OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL OR METRIC. YOU ALSO EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE XemGi.info SERVICE RELIES UPON THIRD-PARTY SOFTWARE FOR CERTAIN FUNCTIONS, INCLUDING, WITHOUT LIMITATION, THE ENCODING AND APPLICATION OF SECURITY AND DIGITAL RIGHTS MANAGEMENT FUNCTIONALITY AND PROTECTIONS, IF AVAILABLE. XemGi.info MAKES NO REPRESENTATION OR WARRANTY TO YOU THAT SUCH SOFTWARE WILL BE ERROR FREE, ACCOMPLISH THE SPECIFIED INTENT OR PERFORM IN ACCORDANCE WITH ANY PARTICULAR STANDARD, LEVEL OR METRIC, AND XemGi.info SHALL NOT BE LIABLE FOR ANY FAILURE THEREOF TO YOU OR ANY THIRD PARTY. YOU ALSO ACKNOWLEDGE AND AGREE THAT TECHNOLOGY MAY EXIST OR BE DEVELOPED TO COPY, DOWNLOAD OR OTHERWISE ACQUIRE YOUR VIDEO CONTENT WITHOUT YOUR AND/OR XemGi.info’S AUTHORIZATION AND/OR KNOWLEDGE, INCLUDING, WITHOUT LIMITATION, VIDEO CONTENT DELIVERED THROUGH STREAMING TECHNOLOGY. FURTHER, XemGi.info DOES NOT ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE XemGi.info SERVICE OR ANY HYPERLINKED WEBSITE OR INCLUDED IN ANY BANNER OR OTHER ADVERTISING, AND XemGi.info WILL NOT BE A PARTY TO OR IN ANY WAY RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD PARTY WITH RESPECT THERETO.

Limitation of Liability

IN NO EVENT SHALL XemGi.info OR ITS AFFILIATES, SUBSIDIARIES, PARTNERS OR LICENSORS OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND/OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY LOST PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM OR OTHERWISE) ARISING DIRECTLY OR INDIRECTLY FROM YOUR USE OF THE XemGi.info SERVICE, THE VIDEO CONTENT, THE PERFORMANCE UNDER OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THESE TOU, AND/OR ANY CONTENT, PRODUCTS OR SERVICES DISTRIBUTED ON OR PROVIDED THROUGH THE XemGi.info SERVICE (INCLUDING BUT NOT LIMITED TO, XemGi.info CONTENT AND XemGi.info MARKS), WHETHER AS A RESULT OF ERRORS, OMISSIONS, LOSS OF DATA, DEFECTS, VIRUSES, INTERRUPTIONS OR DELAYS IN OPERATION OR TRANSMISSION, OR ANY OTHER CAUSE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF XemGi.info OR ITS SUPPLIERS HAVE BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, XemGi.info ASSUMES NO LIABILITY FOR: ANY ERRORS, MISTAKES OR INACCURACIES IN OR OF ANY CONTENT, INCLUDING ANY USER MATERIAL OR VIDEO CONTENT; PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE XemGi.info SERVICES; ANY UNAUTHORIZED ACCESS TO OR USE OF THE XemGi.info SERVERS AND/OR ANY PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE XemGi.info WEBSITE; ANY VIRUSES, BUGS, TROJAN HORSES, WORMS OR OTHER MALICIOUS CODE WHICH MAY BE TRANSMITTED TO OR THROUGH THE XemGi.info WEBSITE BY ANY THIRD PARTY, AND/OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE XemGi.info SERVICE OR ANY CONTENT, INCLUDING ANY USER MATERIAL OR VIDEO CONTENT, POSTED, EMAILED OR OTHERWISE MADE AVAILABLE THROUGH THE XemGi.info SERVICE.

SOME JURISDICTIONS RESTRICT THE LIMITATION OF LIABILITY OR DAMAGES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. IF ANY PART OF THE LIMITATION OF LIABILITY SET FORTH ABOVE IS UNENFORCEABLE UNDER APPLICABLE LAW, XemGi.info’S AND ITS SUPPLIERS’ AGGREGATE LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

Copyright Policy

XemGi.info respects the rights of copyright holders. We have established a contact us which is incorporated herein by reference.