SONY MEDIA CLOUD SERVICES TERMS OF SERVICE

Last Revised: June 15, 2015

IMPORTANT NOTICE–PLEASE READ CAREFULLY.  UNLESS YOU OR YOUR COMPANY HAVE A WRITTEN AGREEMENT WITH US, THESE TERMS OF SERVICE (“AGREEMENT”) GOVERN YOUR USE OF THE WEBSITE, PRODUCTS AND SERVICES OF SONY MEDIA CLOUD SERVICES LLC (“SONY MCS,” “WE,” “US,” OR “OUR”). BY ACCESSING AND USING THE SONY MCS WEBSITE, PRODUCTS OR SERVICES YOU ACCEPT THIS AGREEMENT AND YOU ARE AGREEING TO COMPLY WITH THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MUST NOT USE THE SERVICES. Should you have any questions concerning this Agreement, please contact us here.

This Agreement governs your (and your users’) use of the Sony MCS website, services, products and related software and toolset, all of which are presently marketed under the trademark Ci (pronounced “see”) (collectively, “Ci”).  Hereinafter all references to “you” include your users. This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you use any part of Ci (the “Effective Date“). You represent to Sony MCS that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement on behalf of an entity, such as the company you work for, you are agreeing to this Agreement for that entity, and you represent to us that you have legal authority to bind that entity (in which event, “you” and “your” will refer to that entity). This Agreement may be revised from time to time. You are responsible for monitoring this website for changes. Your use of Ci after changes to this Agreement are posted on Sony MCS’s website will constitute your acceptance of any new or additional terms of this Agreement that result from those changes.

1. CHANGES TO TERMS. We may modify the Agreement from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you in accordance with Section 17.10. The modified terms will become effective upon posting or, if we notify you by email, as stated in that email message. By continuing to access or use Ci after modifications become effective, you agree to be bound by the revised Agreement. Other changes may be posted to our blog or Terms of Service page, so please check those pages regularly.

2. YOUR ACCOUNT. To obtain access to Ci, you are required to create a “User Account,” by completing a registration form and designating a user ID (your email address) and password. When registering with Ci you must provide true, accurate, current and complete information about yourself as requested. You are required to maintain and promptly update any registration data to keep it true, accurate, current and complete. You may manage and change your account information by using the Manage Account tab in Ci.

You are solely responsible for all content posted and activity that occurs under your account. Only you may use your User Account. You must keep your account and passwords secure and confidential and not authorize others to use your account. If you are using a computer that others have access to, you must log out of your account after using Ci. If you become aware on any breach of security or unauthorized access to your User Account, you must notify Sony MCS immediately. Sony MCS is not liable for any of your loss or damage arising from any unauthorized access to your account.

If a third party, such as an employer or school, gave you your account, that party has rights to your account and may manage your account, reset your password, suspend or cancel your account, view your account’s usage and profile data (including how and when your account is used), and read or store Content in your account.

By creating a Sony MCS User Account and providing us your email address you consent to our using your email address to send you service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages including changes to features of the services, special offers and Sony marketing material. If you do not wish to receive these emails, you may opt-out by changing your preferences on the Manage Account page. Opting-out may prevent you from receiving email messages regarding updates, improvements, and offers.

If the domain of the primary email address associated with your Ci account is owned by an organization and was assigned to you as an employee, student, contractor or member of such organization, and that organization wishes to establish a commercial enterprise relationship with Sony MCS, we may share with that entity the existence of such account along with your account’s usage and profile data, including how and when your account is used. In such instance, should the entity desire to add your account to such enterprise relationship, then, if you do not change the email address associated with your account, your account may become subject to the commercial enterprise relationship between Sony MCS and such organization and controlled by such organization. You may change the email address associated with your account by contacting us here.

Sony MCS offers you the option of upgrading your account to one of our Paid or Team Plans (“Paid Plan”). Until you upgrade to a Paid Plan your access CI may be limited to functionalities, if any, that Sony MCS makes available to its Free Users. By upgrading you may receive additional storage, functionalities, and service.

Team Workspaces. In addition to your personal, private storage area (“My Workspace”), Ci gives you the ability to purchase and create additional shared/common storage areas that we call Team Workspaces, where invited participants can upload, share, and view content, and collaborate. Team Workspaces are for you and your trusted collaborators to use as a shared space to collect, organize, and develop content for a shared purpose or project. As the owner of a Team Workspace, you may invite participants who will be able to upload new content to the Team Workspace, as well as view, share and download any content stored in the Team Workspace. You are responsible for any content uploaded to a Team Workspace for which you are the owner as if you uploaded it yourself.

3. YOUR CONTENT. By using Ci you provide us with audio/visual content, data, information, files and folders that you upload, submit and/or store to Ci (together “Your Content”). Except for material that we license to you, Sony MCS does not claim ownership to any content that is transmitted, stored, or processed in your account. This Agreement does not grant us any rights to Your Content or intellectual property except for the limited rights that are needed for us to be able to provide you services, as explained below.

You are solely responsible and liable for Your Content and your communications with others while using Ci, including any content uploaded to a Team Workspace owned by you. You represent and warrant to Sony MCS that you have all the right, power and authority necessary to grant the rights granted herein to Your Content including all necessary rights to upload Your Content in accordance with the Agreement. You agree; (a) that Your Content does not and will not violate rights of any kind, including without limitation any intellectual property rights or rights of privacy; and (b) that Your Content does not violate Sony MCS’s Acceptable Use Policy, which sets forth content Sony MCS deems prohibited. We reserve the right, but are not obligated, to reject and/or remove any content that we believe, in our sole discretion, violates these provisions. You understand that if you do not have the right to submit Your Content to Ci doing so may subject you to liability.

By using Ci you grant Sony MCS a limited, revocable, worldwide, non-exclusive, royalty-free license to use, copy, reproduce, process, adapt, modify, publish, transmit, edit, translate, make derivatives, display and distribute Your Content solely to the extent necessary to provide you, and other users in accordance with your settings, Ci and related services, or as otherwise permitted by this Agreement. In connection with providing you service, we may modify or adapt Your Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to Your Content as are necessary to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media. The above licenses will continue unless and until you remove Your Content from Ci, in which case the licenses shall terminate within a commercially reasonable amount of time. Notwithstanding the foregoing, the license for legal archival/preservation purposes will continue indefinitely. Please note that deleted videos may be retained for some time after removal for the purpose of Sony MCS providing data recovery services to you.

If Sony MCS reasonably believes that (i) Your Content violates law or Sony MCS’s Acceptable Use Policy, (ii) Your Content infringes on the rights of any third party, or (iii) your use of Ci is in an adverse manner that affects Sony MCS’s network or other customers, we may request that you remove such content. In addition, Sony MCS may, in its sole discretion, remove such content, disable your access to such content or to Ci, or terminate this Agreement. You are solely responsible for the content you upload to Ci or otherwise furnish to Sony MCS.

We shall follow our standard archiving and backup procedures for Your Content. You are responsible for maintaining and protecting Your Content. Sony MCS shall not be liable for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of, Your Content or other data that you may submit or use in connection with your account or Ci (including as a result of your errors, acts or omissions).

To ensure against loss or damage of Your Content, you shall retain duplicates of such content and shall routinely backup and archive Your Content. Sony MCS assumes that you have insured the content sufficiently against damage or destruction. You are responsible for properly configuring and using Ci and taking your own steps to maintain appropriate security, protection and backup of Your Content, including using encryption technology to protect Your Content from unauthorized access and routinely archiving Your Content.

Shared Content. One of the hallmark features of Ci is the ability to share Your Content and collaborate. As part of our share and collaboration features, we provide functions that allow you to control who may access Your Content. If you enable or avail yourselves to any of CI’s features that allow you to share Your Content with others, or chose to upload Your Content to a shared Team Workspace, anyone you’ve shared the content with (including the general public, in certain circumstances) may have access to Your Content. In such instance you retain ownership of Your Content, but there are many things that other users may be able do with Your Content, for example, download it, copy it, modify it, re-share it, or broadcast it. Please consider carefully what you choose to share or make public, and who you choose to share Your Content with. Sony MCS has no responsibility for that activity. Additionally, you understand that uploading and/or sharing Your Content using Ci is not a substitute for registering it with the U.S. Copyright Office, or any other rights organization.

Deletion of Content. Upon deletion of your content, Your Content is placed in a Recycling Bin from which it can be restored for up to thirty (30) days. Sony MCS reserves the right to permanently delete any content from your recycling bin which has been there in excess of thirty (30) days. Content in your Recycling Bin counts against any storage cap applied against your account. You may permanently delete Your Content from the Recycling Bin at any time. You cannot recover Your Content once it has been permanently deleted.

4. LICENSE; LIMITATIONS. Subject to the terms of this Agreement, Sony MCS grants you a limited, non-exclusive license to access and use Ci. Except as expressly permitted by Sony MCS in writing to you, you shall not reproduce, modify, improve, interpret, compile, recompile, and/or create derivative works of, Ci. You shall not attempt to reverse engineer, compile, decompile, or otherwise derive the source code for Ci. You shall not publish or disclose any performance or benchmark tests or analysis relating to Ci. Additionally, you shall not allow any other third party to access or use Ci, including but not limited to use in any application service provider or software as a service environment or service bureau or time-sharing arrangements. You shall take reasonable steps to ensure that your account, or any portion thereof, is not made available to or accessed by any third party unrelated to you or your internal business purposes. You agree to comply with Sony MCS’s Acceptable Use Policy, as well as all laws, rules and regulations applicable to your use of Ci. All rights not expressly granted by Sony MCS are reserved.

Under this Agreement, Ci is not sold, and instead is only licensed for use, strictly in accordance with this Agreement. This license does not give you the right to download or install any Sony MCS software; you are provided a license only to access and use Ci via the Internet.

5. SONY PROPRIETARY RIGHTS. Ci (including its related technology and software) is protected by copyright laws and international copyright treaties, applicable patent laws, as well as other intellectual property laws and treaties. All title and copyrights in and to Ci (including but not limited to any images, photographs, animation, video, audio, music, text and “applets,” incorporated into Ci), the accompanying printed materials are owned or licensed by Sony MCS or its affiliates or suppliers. All rights to Ci not specifically granted under this Agreement are reserved by Sony MCS. You have no rights in or to Ci other than the right to use it in accordance with the terms of this Agreement. You agree to endeavor to take all necessary steps to protect Ci from infringement and promptly notify Sony MCS in writing of any infringement, and cooperate with Sony MCS in the handling of such infringement, challenge or claim.

Nothing in this Agreement gives you the right to use the Sony MCS or Ci names, or any of Sony MCS’s or its parent company’s trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide us or post in our forums regarding Sony MCS, Ci or any other of our services is entirely voluntarily, and we will be free to use such feedback, comments and suggestions as we see fit without any obligation to you.

6. US BASED. Ci is controlled and operated from facilities located in the United States. We make no representations that Ci is appropriate or available for use in other locations. Those who access or use Ci from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Ci if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the United States.

By using and accessing Ci, you understand and consent to the storage and processing of Your Content and any other personal information in the United States. Sony MCS reserves the right to store and process personal information outside of the United States.

7. MODIFICATIONS TO CI. Sony MCS may from time to time, change, modify, add, and/or remove features or functionalities, or otherwise discontinue Ci or any part of it, including any related APIs. Sony MCS may, but is not obligated to, notify you of any material changes to or discontinuation of the Service. In the event an API is changed, Sony MCS will attempt, but is not obligated, to continue to support the previous version for twelve (12) months after the change. Sony MCS reserves the right, in its sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to Ci at any time.

8. FORUM USAGE. Nothing in this Agreement requires you to participate or contribute to our online forums (“User Comments”). If you choose to participate or contribute the following terms apply:

  • Sony MCS reserves the right in its sole discretion to remove or modify User Comments. Sony MCS is not responsible for User Comments submitted to or posted in our forums, and does not endorse or guarantee the opinions, views, advice or recommendations posted or sent by users. Sony MCS shall have the right, but not the obligation, to monitor User Comments posted or uploaded to our forums to determine compliance with this Agreement, Sony MCS’s Acceptable Use Policy and any other operating rules established by Sony MCS and to satisfy any law, regulation or authorized government request. Although Sony MCS has no obligation to monitor, screen, edit or remove any of the User Comments posted or uploaded to our forums, we reserve the right, and have absolute discretion, to screen, edit, refuse to post or remove without notice any User Comments at any time and for any reason.
  • By submitting User Comments you automatically grant Sony MCS and its parent company, a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, publish, reproduce, modify, adapt, edit, translate, create derivative works from, incorporate into other works, distribute, sub-license and otherwise exploit such User Comment (in whole or in part) worldwide in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such User Comment. You warrant that such User Comment is accurate and not misleading, and that use and posting or other transmission of such User Comment does not violate this Agreement and will not violate any rights of or cause injury to any person or entity. Any person determined by Sony MCS, in its sole discretion, to have violated the intellectual property or other rights of others shall be barred from submitting or posting any further material in our forums, and may have their User Account suspended or terminated pursuant to this Agreement.
  • User Comments submitted by you will be considered non-confidential and Sony MCS is under no obligation to treat such User Comment as proprietary information.

9. BILLING. Subscription prices for any of our Paid Plans are as set out on our Website from time to time here. The fees charged for your Paid Account will be billed from the date you elect to convert and on each monthly or yearly renewal thereafter unless and until you cancel or downgrade your account. All services will be charged at the prices set forth in the applicable Paid Plan you choose.

The price stated for the Service excludes all taxes and charges, unless stated otherwise. You’re responsible for any taxes and for all other charges (for example, data charges and currency exchange settlements). You will pay the fees in the currency we quoted for your account. Sony MCS reserves the right to change the quoted currency at any time.

All Ci Paid Plans are billed on a monthly recurring basis. Unless agreed otherwise, payment of subscriptions must be made monthly in advance by credit or debit card or by some other method agreed with us. You authorize us to charge you for the Service using your credit card and for any paid feature of the Service that you choose to sign up for or use. Sony MCS will automatically bill your credit card each month on the calendar day corresponding to the commencement of your Paid Plan until cancelled (“Billing Anniversary Date”). In the event your Paid Plan began on a day not contained in a given month or year, we will bill your credit card on the last day of such month or year. For example, if your Paid Plan began on January 31st, February 28th is the next time your credit card would be billed. You can view the Billing Anniversary Date for your next renewal period on the Manage Account page. We accept payment with only those credit and debit cards or other methods listed on our website. You must be authorized to use the payment method that you enter when you create a billing account. It is your responsibility to keep your contact information and payment information current and updated. You can access and modify your billing account information at the Manage Account page.

Any storage, limits or functionalities included in your Paid Plan (“Entitlements”) are provided on a monthly basis. For the sake of clarification, any unused storage and other limits do not roll over to subsequent subscription periods.

Sony MCS may modify existing plans or fees at any time provided we advise you (in a manner sufficient under this Agreement) thirty (30) days in advance of any increase to the existing fees. No change will be implemented in respect of any period for which you have already paid a subscription. If you don’t agree to these changes you must cancel or downgrade your Paid Plan prior to the conclusion of your current payment term, before renewal. If you cancel, your Paid Plan will terminate at the end of your current payment period or if you fail to cancel as required, we will automatically renew your Paid Plan at the new rate.

Failure to pay your Subscription when due shall be a material breach of this Agreement which shall entitle us to suspend or terminate your account pursuant to the terms of this Agreement. Fees are chargeable at our standard rates during the suspension. Failure to resolve outstanding payments may result in Your Content being removed from Ci following notification. If we terminate this Agreement for your material breach, we will require you to pay, without delay, all fees and costs accruing before the termination date, all unpaid subscriptions and any other amounts you owe us under this Agreement.

Your Paid Plan will continue in effect unless and until you cancel or downgrade it, or we terminate it. You must cancel your Paid Account before it renews in order to avoid billing of the next month’s fees to your credit card. Provided that you notify us of your intent to cancel your Paid Plan within seven (7) days from your initial purchase we will refund any monies paid to us within thirty (30) days of receiving your notice of cancellation. This refund offer does not apply to renewed plans.

Except as specifically set forth in this section, all Services are prepaid for the period selected and are non-refundable. This includes accounts that are renewed. Nothing in this Agreement affects your statutory rights. SONY MCS DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL MONTHS OR YEARS. You may cancel your Paid Plan at any time, and cancellation will be effective immediately. Should you elect to cancel your Paid Plan please note that you will not be issued a refund for the most recently (or any previously) charged monthly fees.

Downgrading your service may cause the loss of features or capacity of your account. Sony MCS does not accept any liability for such loss.

10. PROMOTIONAL ACCOUNTS. From time to time, Sony MCS may provide selected customer(s) with promotional offers to try one of our Ci Paid Plans without cost for a set period of time (“Promotional Period”). Customer will be given a Promotional Account, capable of accessing Paid Plans features as communicated in the promotional offer. In order to receive a Promotional Account, you must provide us with accurate credit card and billing information in accordance with this Agreement. Promotional Accounts will automatically convert to the equivalent Paid Plan at the completion of the Promotional Period. Unless Sony MCS notifies you otherwise, if participating in a promotional offer, you must cancel the Promotional Account prior to the end of the Promotional Period to avoid incurring any charges. If you do not cancel your Promotional Account prior to the end of the Promotional Period, you authorize Sony MCS to charge your credit card for the Services and no credits or refunds will be available. You may, however cancel your Paid Plan before the next billing in accordance with the terms of this Agreement. You may cancel a Promotional Account at any point during the Promotional Period to avoid charges.

The last day of the Promotional Period signifies the due date of the first payment. If payment is not received, User’s account will be suspended in accordance with this agreement. If request for payment is not received within ninety (90) days of request, user’s account will be deactivated and all files will be permanently deleted.

11. TEMPORARY SUSPENSION. Sony MCS may temporarily suspend your access to any portion of Ci if Sony MCS or any of its technology partners reasonably determines that: (a) there is a threat or attack on Ci (including a denial of service attack) or other event that may create a risk to Ci, you or any other Sony MCS customer; (b) your use of Ci or Your Content poses a security risk to Ci or any other Sony MCS customer, may harm Sony MCS’s infrastructure, or may subject Sony MCS or any third party to liability; (c) you are using Ci for fraudulent or illegal activities; (d) subject to applicable law, you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become subject of any bankruptcy, liquidation, dissolution of similar proceedings; (e) you are using Ci in breach of this Agreement; (f) you remain in material default of your payment obligations hereunder; or (g) Sony MCS is instructed to suspend your access by its infrastructure service provider for any reason (collectively, “Service Suspensions”).

Circumstances permitting, Sony MCS will endeavor, but does not have the obligation, to provide you with notice of any Service Suspension and to provide updates regarding resumption of services following any Service Suspension. In the event Sony MCS suspends your access to any portion of Ci: (a) you remain responsible for all fees and charges incurred through the date of suspension; and (b) you remain responsible for any applicable fees and charges for any portion of Ci or services to which you continue to have access, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension. Sony MCS will have no liability for any damages, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Service Suspension. Sony MCS’s right to suspend your access to any portion of Ci is in addition to its right to terminate this Agreement as set forth below.

12. TERMINATION. You may terminate this Agreement for any reason by cancelling any of your Ci subscriptions (in accordance with the Cancellation terms described by this Agreement) and deleting your Sony MCS account. Sony MCS may terminate this Agreement without cause by providing thirty (30) days prior written notice to you. Sony MCS may terminate this Agreement for cause after giving you five (5) days prior notice and opportunity to cure if Sony MCS reasonably determines that: (a) your use of Ci or Your Content (i) poses a security risk to Ci or any other Sony MCS customer, (ii) may harm Sony MCS’s systems, or (iii) may subject Sony MCS or any third party to liability; (b) you are using Ci for fraudulent or illegal activities; (c) you are using Ci in breach of this Agreement or Sony MCS’s Acceptable Use Policy; or (d) Sony MCS’s continued provision of any of the services to you is prohibited by applicable law. Upon termination of this Agreement for any reason you will remain liable for all unpaid fees, charges and any other payment obligations that have been incurred through the date of termination with respect to your use of Ci, and your license to Ci or other rights granted to you under this Agreement will immediately terminate. You acknowledge that Sony MCS may retain Your Content until all fees have been paid to Sony MCS.

Upon termination for any reason, User Accounts will be deactivated. Users will lose all access to their workspaces, all Your Content will be deleted from Ci in accordance with the deletion protocol set forth in this Agreement, and all shared links will be turned off. Sony MCS has no obligation to maintain any of Your Content stored in your account in the event that your account is terminated.

In addition to other termination provisions, if your account it not currently subject to a paid subscription plan with us, we, at our discretion, may terminate your account if: (a) you do not engage in any activity in your account within thirty (30) days after becoming a Registered User or (b) you do not engage in any activity in your account for any period of one hundred and twenty (120) consecutive days. In the event of such termination, any Content you may have will not be retained by us.

13. CUSTOMER SERVICE. Ci, along with any other associated services, may be unavailable at certain times, including during any unanticipated or unscheduled downtime or unavailability of all or any portion of Ci as a result of system failures or force majeure events (as described below)(collectively “Service Interruptions”). Sony MCS will make commercially reasonable efforts to provide information regarding any Service Interruption and the restoration of use and access to Ci following the Service Interruption, including information posted on Ci or sent to your registered email address.  In the event of any Service Interruptions, you are not entitled to any service credits, refunds or other redress. For any questions around customer service, or to contact customer service with any questions or comments, please visit here.

14. NO WARRANTY. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF CI ALONG WITH ANY ASSOCIATED SOFTWARE AND SERVICES IS AT YOUR OWN RISK. SONY MCS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO CI AND ASSOCIATED SOFTWARE, SERVICES OR DOCUMENTATION, ALL OF WHICH ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SONY MCS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. SONY MCS ASSUMES NO LIABILITY FOR INABILITY TO PURCHASE ACCESS, DOWNLOAD OR USE ANY CONTENT, OR SERVICE.SONY MCS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN CI WILL MEET YOUR REQUIREMENTS; THAT USE OF CI WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE; OR THAT CI IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ACCEPT RESPONSIBLITY FOR THE SELECTION OF CI TO ACHIEVE YOUR INTENDED RESULTS. SONY MCS SHALL UNDER NO CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES CAUSED BY LOSS OF DATA DUE TO YOUR USE OF CI. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH YOUR USE OF CI IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM (SOFTWARE OR HARDWARE) OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SONY MCS SHALL CREATE A WARRANTY OR CONDITION OR ANY WAY DECREASE THE SCOPE OF THIS DISCLAIMER. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU.

15. LIMITATION OF LIABILITY. SONY MCS AND ITS AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES. SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, LOSS OF USE OF CI OR ANY ASSOCIATED SOFTWARE OR SERVICES, DOWNTIME AND YOUR TIME, EVEN IF SONY MCS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER SONY MCS NOR ANY OF ITS AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE CI, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO CI, (II) SONY MCS’S DISCONTINUATION OF ANY OR ALL OF CI OR SERVICES, OR, (III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF CI FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO CI; (D) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH CI BY ANY THIRD PARTY; OR (E) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. UNDER NO CIRCUMSTANCES WILL SONY MCS BE RESPONSIBLE FOR ANY DAMAGES, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. IN ANY CASE, SONY MCS’S AND ITS AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF $20 OR TWELVE (12) MONTHS FEES PAID BY YOU TO SONY MCS UNDER THIS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, SO THE ABOVE EXCLUSION OR LIMITATION MAY NOT APPLY TO YOU.

16. INDEMNITIES. You shall defend, indemnify and hold harmless Sony MCS, its affiliates, directors, officers, employees and agents against all Third Party claims, actions, proceedings, losses, liabilities, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with: (a) your breach of this agreement; (b) your use of Ci in a manner otherwise than in accordance with this Agreement; and (C) claims from a third party that Your Content infringes the intellectual property rights or other rights of a Third Party.

In the event of any intellectual property rights claim by a third party that our provision of Ci infringes their intellectual property rights, we may obtain for you the right to continue using Ci, replace or modify Ci so that it becomes non-infringing or, if such remedies are not reasonably available, terminate this Agreement (which shall include termination of your access to Ci) and our only liability is to repay any pre-paid Subscription relating to a period after the date of termination. Subject to the terms of this Agreement, the foregoing states your exclusive rights and remedies, and our entire obligations and liability for any patent, copyright, database or right of confidentiality infringement under this Agreement.

17. GENERAL.

  • Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, or any other causes that are beyond the reasonable control of such party.
  • No Third Party Beneficiaries. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.
  • Independent Contractor. Neither the Agreement nor the provision of services hereunder shall be deemed to create any joint venture, partnership or agency between Sony MCS and you. The parties are independent contractors and shall not be deemed to have any other relationship. Neither party shall have, or hold itself out as having, the power or authority to bind or create liability for the other by its intentional or negligent act.
  • No Waiver. The failure by Sony MCS to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit Sony MCS’s right to enforce such provision at a later time. All waivers by Sony MCS must be in writing to be effective.
  • Severability. In the event any provision, term, condition, or covenant contained in this Agreement (or portion thereof) is held to be invalid or otherwise unenforceable by a court of competent jurisdiction, such provision (or part thereof) shall be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, shall be deemed to be deleted from this Agreement, while the remaining provisions of this Agreement will remain in full force and effect.
  • Assignment. You may not assign the Agreement without Sony MCS’s written consent.
  • Governing Law; Venue. This Agreement shall be deemed to have been made and executed in the State of New York and any dispute arising hereunder shall be resolved in accordance with the laws of the State of New York, without reference to its conflict of laws principles. In the event of any dispute related to this Agreement, the prevailing party shall be entitled to recover all its expenses related to such dispute including reasonable attorneys’ fees and court costs. The parties agree to submit any dispute relating to this Agreement to the jurisdiction of the federal or state courts of the State of New York, United States of America. THE PARTIES SHALL NOT RAISE IN CONNECTION THEREWITH, AND HEREBY WAIVE, TRIAL BY JURY AND/OR ANY DEFENSES BASED UPON THE VENUE, THE INCONVENIENCE OF THE FORUM, THE LACK OF PERSONAL JURISDICTION, THE SUFFICIENCY OF SERVICE OF PROCESS OR THE LIKE IN ANY SUCH ACTION OR SUIT.
  • Class Action Waiver. Any dispute resolution proceedings, whether in arbitration or court, will be conducted only on an individual basis and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative or private attorney general action, unless both you and the Sony MCS entity with which you have a dispute specifically agree to do so in writing. This provision is not applicable to the extent such waiver is prohibited by law.
  • Entire Agreement. This Agreement (including Sony MCS’s Acceptable Use Policy and Privacy Policy) constitutes the complete agreement between the parties and supersedes all prior communications and agreements between them with respect to the subject matter hereof and may not be modified or otherwise amended except by a further writing executed by both parties hereto, which writing specifies that it is an amendment hereto.
  • Notices. For the purpose of this Agreement, for any notice, request, demand, or other communication required or permitted to be given by Sony MCS to you, email to your registered email address shall be sufficient. Except where you can provide notice using our online Account Management page, any notice, request, demand, or other communication required or permitted to be given by you under this Agreement shall be in writing and will be delivered personally, or mailed by first class mail, postage prepaid, overnight courier service, or facsimile confirmed by mailing as described above, addressed as follows: Sony Media Cloud Services LLC, 10202 West Washington Blvd., Culver City, California 90232, Attention: Director, Business Affairs, Fax: (310) 244-0395.
  • Trademarks. Ci is a trademark of Sony Media Cloud Services LLC. Sony is a registered trademark of Sony Corporation.

18. DMCA POLICY. Sony MCS respects the intellectual property rights of others and expects its users to do the same. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf, Sony MCS will respond expeditiously to claims of copyright infringement committed using Ci provided such claims are reported to our Designated Copyright Agent identified in the sample notice below.

If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through Ci by completing the following DMCA Notice of Alleged Infringement and delivering it to our Designated Copyright Agent. Upon receipt of Notice as described below, Sony will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Site.

DMCA Notice of Alleged Infringement (“Notice”)

  1. Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by this Notice – you may provide a representative list of the copyrighted works that you claim have been infringed.
  1. Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Ci website or the exact location where such material may be found.
  1. Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
  1. Include both of the following statements in the body of the Notice:
    1. “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
    2. “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
  1. Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed, to Sony MCS’s Designated Copyright Agent:

Sony Media Cloud Services LLC
10202 West Washington Blvd.
Culver City, California 90232
Attention: Director, Business Affairs, Fax: (310) 244-0395
DMCA@sonymcs.com