Cruxy Buyer Agreement
THIS IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU AND OPEN NETWORK TELEVISION, LLC ("ONTV") GOVERNING YOUR USE OF CRUXY, A SERVICE THAT ALLOWS YOU TO PURCHASE DOWNLOADS OF AUDIO, VIDEO AND DIGITAL CONTENT LICENSED TO CRUXY BY VARIOUS CONTENT PUBLISHERS (HEREINAFTER, "CONTENT"). BY CLICKING "I AGREE," YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CLICK "I AGREE" AND DO NOT CONTINUE THE REGISTRATION PROCESS. THIS AGREEMENT MUST BE ACCEPTED AS PRESENTED TO YOU AND WITHOUT CHANGES, ADDITIONS, OR DELETIONS.
By clicking "I Agree," you certify that you are at least 18 years of age and have read, understand and agree with the terms and conditions of this Agreement, and the information in your registration form is current, complete and accurate.
Content
When using Cruxy, you may encounter Content that you find to be offensive, indecent or objectionable. Such Content may or may not be identified as having explicit language or graphic pictures. All use of Cruxy is at your own risk. ONTV shall have no liability to you for offensive, indecent or objectionable Content. ONTV does not endorse any Content or any opinion, recommendation, or advice expressed therein. Content categories and sub-categories for music, images and videos and descriptions are provided for convenience only; ONTV does not guarantee their accuracy or appropriateness. You understand that Content is the sole responsibility of the of the party from whom such Content originated. You agree not to hold ONTV responsible for others' actions or inactions, including Content published and made available for download by Content publishers. You acknowledge that Cruxy is a venue to allow anyone to publish digital media and sublicense it to anyone through Cruxy. Our involvement in the actual transaction between You and Content publishers is strictly as an intermediary or conduit. We have no control over and do not guarantee the Content available on Cruxy in any respect. Furthermore, Content available through Cruxy may contain links to other websites, which are completely independent of ONTV. ONTV makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Your linking to any other webites is at your own risk. You agree that you must evaluate, and bear all risks associated with, the use of any Content, that you may not rely on said Content, and that under no circumstances will ONTV be liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted or download or otherwise made available through Cruxy. You acknowledge that ONTV does not pre-screen or approve Content, but that ONTV shall have the right (but not the obligation) in its sole discretion to refuse, delete or remove any Content that is available through Cruxy for any reason.System Requirements
Use of Cruxy requires a suitable computer, certain software (including an Internet browser) and Internet access. Some Content may also require certain hardware such as an Apple iPod or other media player. You are responsible for obtaining any and all necessary hardware, equipment and software and maintaining your Internet access at your own expense. Your use of Cruxy will also be affected by the speed of your Internet connection; a high speed connection is recommended. Cruxy may change the minimum system requirements from time to time without notice.Registration Information
In order to register for and use Cruxy, you must provide certain registration information, including, but not limited to, your name, home address, e-mail address, phone and credit card or PayPal account information (collectively, "Registration Information"). You agree to provide current, complete, true and correct Registration Information and to maintain and update your Registration Information as necessary from time to time. ONTV may suspend or terminate your right to use Cruxy if any Registration Information you provide is outdated, false, misleading, inaccurate or incomplete. ONTV may store and use the Registration Information you provide (including, without limitation, your credit card and PayPal account information) in connection with its provision and operation of Cruxy, including, without limitation, maintaining your account and billing charges and fees to your credit card or PayPal account. You hereby authorize ONTV to bill fees you incur to your account.Account and Password
As a registered Cruxy user, you may receive or establish an account (an "Account"). You alone are responsible for maintaining the confidentiality, and preserving the security, of your Account. You should not reveal your Account information to any third party. You are entirely responsible for all activities that occur on or through your Account, and you agree to immediately notify ONTV in writing of any unauthorized use of your Account or any other breach of security pertaining to Cruxy. ONTV shall not be responsible for any activity or loss arising out of the unauthorized use of your Account.License
Subject to your compliance with the terms and conditions of this Agreement, including full payment for each downloaded Content file, ONTV hereby grants to you a limited, revocable, personal, non-exclusive, non-transferable license to use the Content for your own personal, non-commercial purposes. You may also make a reasonable number of back-up copies, subject to any anti-copying mechanisms employed by the Content publisher. Use of Cruxy or any licensed Content beyond the scope of the authorized access granted to you by ONTV immediately terminates the applicable license.Anti-Copying Mechanisms
You acknowledge that the Content publisher may include technical means that limit the number of computers or authorized devices (or both) on which Content may be used and may employ anti-copying mechanisms for their Content. You agree not to circumvent, defeat or tamper with any such technical means or anti-copying mechanisms.Payment
You agree to pay for all Content you purchase through Cruxy and permit ONTV to charge your credit card or PayPal account for all Content purchased under your Account. All fees will be billed to the credit card or PayPal account then-designated in your Account. It is your responsibility to immediately update your credit card or PayPal account information should it change. Note that changes may cause a disruption in your ability to purchase Content until ONTV has verified the validity of the new payment information.All sales are final. No refunds will be made.
Right to Change Prices and Availability of Content
Prices and availability of any Content are subject to change at any time.Content Problems
If technical problems delay or prevent the delivery of Content or Content is delivered damaged or defective, please contact Cruxy. Cruxy's entire liability, and your sole and exclusive remedy, for damaged, defective or undelivered Content will be to replace or deliver that Content (as applicable) or to refund of the purchase price paid for such Content, as determined by ONTV.Restrictions
You agree not to directly or indirectly reverse engineer, decompile or disassemble any software made available or provided to you through the use of Cruxy.Usage Policies and ONTV Licensor Terms and Conditions
You agree to comply with all Cruxy usage rules or policies established by ONTV from time to time ("Usage Policies"). ONTV reserves the right to monitor your activities for compliance and to enforce its Usage Policies without notice. In addition, you agree not to access or attempt to access: (a) Cruxy in any unauthorized manner, or (b) any Cruxy account that you are not authorized to access. You further agree to comply with all additional or different terms and conditions required by ONTV's licensors, if any, with respect to the Content you license through Cruxy.Ownership
Cruxy and/or its licensors own all right, title and interest, including all intellectual property rights, in and to Cruxy and all Content available therefrom. All rights not expressly granted are reserved. There are no implied rights.Removal of ONTV Content
ONTV and its licensors reserve the right to change, suspend, remove, or disable access to any Content or other materials available from Cruxy at any time without notice. In no event will ONTV be liable for removing or disabling access to any such Content or materials. ONTV may also impose limits or additional fees on the use of, or access to, certain features or portions of Cruxy without notice.Termination by ONTV
ONTV may, in its sole discretion, terminate this Agreement and/or temporarily or permanently suspend your access to Cruxy at any time, with or without cause and without notice. If you fail, or ONTV suspects that you have failed, to comply with any of the provisions of this Agreement or policies of ONTV, including, but not limited to, your failure to pay fees when due, provide ONTV with a valid credit card or PayPal account information or with true, correct, accurate and complete Registration Information or comply with the license granted hereunder, or are infringing or otherwise violating any third parties' rights, ONTV, in its sole discretion and without notice, may take any or all of the following actions: (i) terminate this Agreement and/or your Account, and you will remain liable for all amounts due under your Account up to and including the date of termination; and/or (ii) terminate your license to any and all Content; and/or (iii) block your email or IP address and terminate or restrict your access to Cruxy or any part thereof.Termination of Cruxy
ONTV reserves the right to modify, suspend, or discontinue Cruxy (or any portion thereof) at any time without notice. ONTV will not be liable to you should it exercise such rights.Enforcement
ONTV reserves the right to take all actions that ONTV believes are necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including, but not limited to, ONTV's right to cooperate with any legal process relating to your use of Cruxy and/or Content, and/or a third party claim that your use of Cruxy and/or Content is unlawful and/or infringes such third party's rights). You agree that ONTV has the right, without liability to you, to disclose any Registration Information and/or Account information to law enforcement authorities, government officials, and third parties.General Compliance with Laws
Cruxy is controlled and operated by ONTV from its offices in the United States. You agree to comply with all local, state and federal laws, statutes, ordinances, and regulations that apply to your use of Cruxy.No Responsibility for Third Party Materials or Internet sites
The Content is provided by third parties. ONTV may also provide links to certain third party Internet sites. ONTV shall not be responsible for such third party material or for the content available on or from third party Internet sites. ONTV does not warrant, and will not have any liability for, any third party materials or Internet sites or for any other materials, products, or services of third parties. Links to third party Internet sites are provided solely as a convenience to you.Indemnification
You will defend, indemnify and hold ONTV ONTV and ONTV's officers, directors, employees, agents, partners, consultants, contractors and licensees harmless from all claims, suits, proceedings, judgments, awards, losses, liabilities, costs and expenses, including, but not limited to, reasonable attorneys' fees, expert witness fees and costs of litigation, arising out of or in connection with your breach of any term of this Agreement, your use of Cruxy or the terms of use of any Content.No Warranty
CRUXY AND ALL CONTENT ARE DELIVERED "AS IS" AND "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND. ONTV HEREBY DISCLAIMS AND EXCLUDES ALL WARRANTIES RELATED TO THIS AGREEMENT, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. ONTV DOES NOT PROMISE, GUARANTEE, REPRESENT OR WARRANT THAT CRUXY OR ANY CONTENT WILL BE CONTINUOUSLY AVAILABLE OR AVAILABLE AT ANY PARTICULAR TIME, OPERATE WITHOUT ERROR, OR BE IMMUNE TO SECURITY BREACHES. TO THE FULLEST EXTENT PERMITTED BY LAW, ONTV DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH CRUXY OR ANY CONTENT DOWNLOADED THROUGH CRUXY.Limitation on Liability
IN NO EVENT WILL ONTV BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, OR WEBSITE OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, ONTV'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.IN NO EVENT WILL ONTV'S LIABILITY EXCEED THE LESSER OF (A) ONE HUNDRED DOLLARS (USD $100) OR (B) THE AMOUNTS ACTUALLY PAID BY YOU DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE EVENTS FIRST GIVING RISE TO THE CLAIM.
