HDcctv Alliance

Terms and Conditions of Use

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY, AS USE OF THIS WEBSITE CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS

The HDcctv Alliance website and associated services (without prejudice, either the “Services” or the “Website”, currently accessed via http://www.highdefcctv.org) are operated by and on behalf of HDcctv Alliance Limited (the “Alliance”). By using the Services or accessing the Website, you are indicating that you have read the terms and conditions contained in this document (the "Terms and Conditions of Use"), that you understand those terms and conditions, that you consent to be bound by all of those terms and conditions. Your acknowledgement and consent constitute a legally binding agreement between you and the Alliance. If you are using the Services or accessing the Website on behalf of your employer, you represent and warrant that you are authorized to accept these Terms and Conditions of Use on your employer's behalf. IF YOU OR YOUR EMPLOYER DISAGREES WITH ANY ONE OF THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THE SERVICES OR ACCESS THE WEBSITE. The Terms and Conditions of Use may be revised from time to time without consultation and without advance notice. The Terms and Conditions will be deemed to have been updated when posted on the Website. Unless otherwise provided herein, the revised terms will take effect immediately when posted on the Website.

Voting Members and Adopting Members

If your employer has become an HDcctv Alliance Adopting Member by entering into an HDcctv Alliance Adopting Member Agreement with the Alliance, then while you are employed by and acting on behalf of your employer, the Alliance may provide you with access to certain secured areas of the Website and certain additional Services beyond those in these Terms and Conditions of Use.
To the extent there arises any explicit conflict between any separate written agreement between your employer and the Alliance on the one hand and these Terms and Conditions of Use on the other, the terms of the separate written agreement shall prevail. Neither these Terms and Conditions of Use nor any communication (other than a new written agreement executed by your employer and an authorized officer of the Alliance) shall, or shall be deemed to, modify or change any of the terms of such existing separate written agreement between the Alliance and your employer.
If you are an employee of an HDcctv Alliance Adopting Member or HDcctv Alliance Voting Member acting on behalf of and with the permission of your employer, you may use your employer's Alliance user account or establish an Alliance user account with the information your employer provides to you in order to do so (such accounts are collectively, the "Account") . You and your employer are liable for all uses of the Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in the Account. If you register for an Account, during the Account registration process, you may be requested to provide certain information (including without limitation name, e-mail address, country or territory of residence, employer and business contact information), and you agree to provide true, accurate, current and complete information about yourself as prompted by such process (such information being "Personal Information"). If any of your Personal Information changes, you must update that information in your Account. You agree that you will not allow others to use your User name, password (to the extent a password is required to access the Services) and/or Account. You agree that your Account and your use of your Account will terminate immediately upon the termination of your employment with the employer on whose behalf you were acting at the time that you registered for the Account. You agree to indemnify and hold HDcctv Alliance, HDcctv Alliance Adopting Members (other than you and/or your employer), HDcctv Alliance Voting Members, the Alliance’s partners, affiliates, agents, contractors and licensors (collectively the “Alliance Affiliates”), harmless for any improper, unauthorized or illegal uses of your user name, password and/or your Account. This includes illegal, unauthorized or improper use by anyone to whom you have given permission to use your user name, password and/or Account.

Use

You may use the Services solely for legitimate business purposes relating to HDcctv Alliance activities.

Eligibility

Please note that the Alliance does not provide any internet connectivity services, nor does the Alliance provide any computer equipment for users. You are entirely responsible for securing and paying for any such services and equipment, and for ensuring that such services and equipment meet the minimum requirements for the use of the Services. The Alliance does not make the Services available to anyone under the age of 18. You represent that you are a 'natural person' older than the greater of (a) the age of eighteen (18) years, or (b) the age of majority in the country where you are a citizen.

Privacy

For information regarding the Alliance’s use of information collected in connection with the Services, please refer to the HDcctv Alliance Privacy Policy (http://www.highdefcctv.org/privacy/), which is incorporated into these Terms and Conditions of Use by reference.

Protection of Content

The Services contains trademarks and other material furnished by the Alliance and others. All information not furnished by you and provided on the Website or through the Services, including without limitation hypertext markup language, designs, logos, images, illustrations, text and other documents, and any other materials, and the arrangement thereof, and all intellectual property rights in all of the above (collectively "Site Content") are the property of the Alliance and/or other respective owners and are protected by intellectual property laws, including without limitation, Australian and international patent, copyright and trademark laws. You may not sell, reproduce, distribute, copy, duplicate, resell, modify, display, publicly perform, prepare derivative works based on, repost, exploit for any commercial purpose, or otherwise use any of the Site Content in any way for any public or commercial purpose without the prior written consent of the Alliance or the rights holder. If you violate any of these terms, you must immediately destroy any copies you have made of the Site Content, and the Alliance may terminate your permission to use the Services by written notice (including by email).
Subject to all of the terms and conditions of these Terms and Conditions of Use, the Alliance hereby grants you a personal, limited, non-exclusive, non-transferable and revocable license to use the Site Content provided in the form and format that the Alliance provides such Site Content for only for legitimate commercial purposes relating to HDcctv Alliance activities. Public display or use of any Site Content external to you or your employer is not included in such license. The promotional materials expressly offered for public display and distribution by the Alliance are governed by the Alliance Promotional Materials Terms and Conditions of Use. You must include or maintain all copyright, trademark and other notices contained or associated with any copy you may make of such Site Content. You acknowledge and agree that you may not sublicense, assign or otherwise transfer this license or the Site Content and that no title to the Site Content has been or will be transferred to you from the Alliance or anyone else. We reserve the right to revoke this limited use license at any time, for any reason, and at the sole discretion of the Alliance. All rights not expressly granted to you are reserved.

Member Content

Members’ inputs are extremely valuable, and your comments regarding the Alliance’s mission, technology, and the Website and Services are welcome. Please be advised that Alliance policy does not require the Alliance to accept or consider creative or technical ideas, suggestions, inventions or materials other than those that have been requested specifically. Please be specific in your comments regarding the Website and Services, and please do not submit creative ideas, inventions, suggestions, or materials to the Alliance unless specifically requested to do so. If, despite these requests, you send to the Alliance unsolicited creative suggestions, ideas, drawings, concepts, inventions, or other information in any manner (collectively the "Submissions"), you assign the intellectual property rights in or relating to the Submissions to HDcctv Alliance Limited upon their submission or communication to the Alliance, and you agree that the same will automatically become the property of the Alliance and that the Alliance shall be entitled to use, exploit, copy, publish, implement, transfer and in all other ways deal with such materials and all of the intellectual property rights therein in any way and for any purpose the Alliance may elect. None of the Submissions shall be subject to any obligation of confidentiality on the part of the Alliance, nor shall the Alliance be liable for any use or disclosure of any Submission.

Certain portions of the secured areas of the Website may allow you to submit information to the Services relating to your or to your employer's participation in the Alliance’s activities for certain purposes which are described in the relevant areas of the Website (with respect to each such purpose the "Permitted Purposes"). In the cases of: (a) your submission of sales data, royalty reports and other financial data, the Permitted Purpose shall be (i) the use of such data by the Alliance and contractors to the Alliance in accordance with the HDcctv Alliance Adopting Member Agreement, and (ii) the public disclosure of such data aggregated with similar data from other sources for the purpose of marketing and promoting the technology, intellectual property, and services offered by the Alliance; and (b) your submission to the HDcctv Alliance Adopting Member directory of Personal Information, the Permitted Purpose shall be the display of such Personal Information in such directory and the use by the Alliance of such information to contact you for the Alliance’s ordinary business purposes. All other Permitted Purposes shall be as disclosed in the relevant area of the Service. By submitting any text, data, photos, graphics, or any of these elements in combination ("Member Content") to the Services, you hereby grant the Alliance a non-exclusive, royalty-free, worldwide, perpetual, transferable, assignable, and sublicenseable (to any number of tiers) license to reproduce, publicly display, publicly perform, distribute, transmit, and otherwise use your Member Content in all contexts, formats and media, for the Permitted Purposes and to use the Member Content in the business of the Alliance and its successor(s). Except as described with respect to Submissions above, the Alliance does not obtain ownership rights to Member Content. By uploading any Member Content, you represent and warrant that you have the lawful right to reproduce and distribute such Member Content and that the Member Content complies with these Terms and Conditions of Use. The Alliance is not responsible for any misuse of your Member Content. Do not include in any Member Content any nonpublic information that you do not want to be used for the Permitted Purposes for such Member Content.
You acknowledge and agree that the Alliance may access, review, store, reproduce and/or disclose, as applicable, any Member Content if required to do so, or if the Alliance has a good faith belief that it is required, by law, court orders or other legal processes, to enforce these Terms and Conditions of Use or the terms of the HDcctv Alliance Adopting Member Agreement, to respond to any claims that such Member Content (or your use of the same) violates any third party's rights, or to protect the rights, property or personal safety of the Alliance, Alliance contractors, any other user, or the general public.

Member Obligations

You agree not to do any of the following while using the Services:
intentionally or unintentionally violate any applicable law or regulation; post or transmit any Site Content or Member Content that you do not have the right to post or transmit under any law, contractual duty or fiduciary relationship, including without limitation export control laws;
use any data mining, robots, or similar data gathering, spoofing, or extraction tools in connection with the Services, including without limitation to invade the privacy of, or obtain personal information about, any user of the Services;
post or transmit any Content or take any action that infringes any Alliance or third party right of any kind, including without limitation, trademark, patent, trade secret, copyright, publicity, or privacy rights, or that is unlawful, untrue, harassing, defamatory, tortious, abusive, threatening, or that contains any virus or computer code designed to interfere with or monitor the operation of the Services or any other computer or system;
access, tamper with or use non-public areas of the website or computer systems. Unauthorized individuals attempting to access or tamper with these areas may be subject to prosecution. If you are given access to any password-protected areas of this website, then you must keep such password secure and for your use only, and you must limit your access to permitted areas;
frame or link to the website except as permitted in writing by the Alliance;
impersonate or misrepresent your affiliation with any person or entity. For example, you agree not to falsely represent that you are a copyright holder of a work or the agent of a copyright holder. All personally identifying information that you provide through the Services must be accurate and kept current; or
transmit or disseminate advertising, chain letters, spam, junk mail or any other type of unsolicited advertising or email (whether commercial, informational or offering employment) to persons or entities that have not agreed to be part of such advertising or email.

Linked Content

The Website may contain links to other websites or resources. You acknowledge and agree that the Alliance is not responsible or liable for (i) the availability or accuracy of such websites or resources; or (ii) the content, advertising, or products on or available from such websites or resources. The inclusion of any link on the website does not imply that the Alliance or any other person endorses the linked site.

Content and Monitoring

Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information or service providers and users, are those of the respective author(s) or distributor(s) and not of the Alliance. You understand and acknowledge that the Alliance does not have any obligation to monitor for accuracy or reliability any content on the Services other than content actually originating from the Alliance. The Alliance has the right, but not the obligation, to monitor, modify and/or remove any Site Content and/or Member Content in the Services, and may do either in its sole discretion. The Alliance is not responsible to you for any content or materials constituting all or part of any Site Content or Member Content. The Alliance neither endorses nor is responsible for the accuracy or reliability of any content, opinion, advice, information, or statement made on or in connection with the Services by anyone other than authorized Alliance employees acting in their official capacities.
The Alliance may, without liability or obligation, in its sole discretion and at any time make modifications to, or discontinue, any Site Content and/or the Services, with or without providing you with notice. Upon the Alliance giving you notice, you shall promptly cease the use of and destroy, all copies of any specified Site Content, or otherwise modify your usage as directed by the Alliance. You agree that the Alliance shall be liable to you or to any third party for any modification, suspension or discontinuance of the Services or Site Content.

Notices

The Alliance will give you any necessary notices by posting them on the website. You authorize the Alliance to send notices via electronic mail as well if the Alliance decides, in its sole discretion, to do so. You agree to check the website for notices, and that you will be considered to have received a notice when it is made available to you by posting on the website.

Disclaimer

THE SERVICES AND ALL SITE CONTENT ARE PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OR CONDITION OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ALLIANCE DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES; THE ACCURACY OR RELIABILITY OF ANY SITE CONTENT; ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; OR THAT THE SERVICES OR SITE CONTENT WILL MEET ANY USER'S REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE ALLIANCE OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY SITE CONTENT, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES OR OTHER COMPUTER CODE. THE ALLIANCE IS NOT RESPONSIBLE FOR ANY DECISIONS BASED UPON THE SITE CONTENT. IT IS YOUR RESPONSIBILITY TO TAKE APPROPRIATE DUE DILIGENCE TO ENSURE THAT THIS INFORMATION IS SUITABLE FOR YOUR PURPOSES, INCLUDING WITHOUT LIMITATION TO IMPLEMENT ANY PRODUCTS OR SERVICES BASED ON SUCH INFORMATION.
UNDER NO CIRCUMSTANCES SHALL THE ALLIANCE BE LIABLE FOR ANY UNAUTHORIZED USE OF THE SERVICES OR THE SITE CONTENT.

Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NEITHER THE ALLIANCE, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES SHALL BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OR INACCURACY OF DATA, OR INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES RESULTING FROM YOUR ACCESS TO, OR USE OF, OR INABILITY TO USE THE SITE CONTENT AND/OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE KNOW OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, THE ALLIANCE SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE.

Copyright Agent

Unauthorized copying or distribution of copyrighted Site Content is an infringement of the copyright holder's rights. At our discretion and in appropriate circumstances (which circumstances may include, by way of example, Users who repeatedly infringe others' copyrights), the Alliance may revoke the license of users who infringe upon the copyright, or other intellectual property rights, of others. If you are a copyright holder who believes that the Services are hosting or linking directly to infringing copies of your work, please let us know, and if you believe that one of our users is a repeat infringer of your work, please let us know that in addition to the information required below.

A notification of claimed infringement related to the Services must be a written communication addressed to the designated agent as set forth above, and must include substantially all of the following:
A physical or electronic signature of the owner (or person authorized to act on behalf of the owner) of an exclusive right that is allegedly infringed;
Specific identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works are covered by a single notification, a list of each copyrighted work claimed to have been infringed;
Information related to the work(s) reasonably sufficient for the Alliance to promptly locate the work (e.g. title of work, location within the Services, etc.);
Information reasonably sufficient to permit the Alliance to directly contact the complaining party, such as a complete name and address, telephone number, and an email address;

A statement that the complaining party has a good faith belief that use of the work(s) in the manner complained of is not authorized by the copyright owner, its agent, or the law;

A statement requesting that the Alliance take a specific act with respect to the alleged infringement (e.g., removal, access restricted or disabled); and

A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Compliance with Applicable Law

You agree to abide by all applicable Australian and local laws with respect to your use of the Services. Without limiting the generality of the foregoing, you specifically agree to comply with all applicable export control laws and not to transfer, by any means, the Services or any content or software subject to restrictions under such laws to a national destination or person prohibited under such laws.

Claims and Arbitration

Any action hereunder by a user must be brought, if at all, within one (1) year from the accrual of the cause of action. Except as set forth under "Remedies" and "Indemnification" below, you agree that all disputes and claims arising out of or relating to these Terms and Conditions of Use, the Services or Site Content, your use of the Services or Site Content (including the arbitrability of any claim or dispute), or to any other alleged act or omission by you or the Alliance, shall be determined exclusively by final and binding arbitration. The arbitration shall be conducted under the before a panel of three arbitrators and conducted in New South Wales, Australia. Except as expressly set forth under "Remedies" and "Indemnification" below, you and the Alliance may litigate in court only to compel arbitration under these Terms and Conditions of Use or to confirm, modify, vacate or enter judgment on the award rendered by the arbitrators. To the fullest extent permitted by applicable law: no arbitration under these Terms and Conditions of Use shall be joined to an arbitration involving any other current or former licensee of the Alliance, whether through class arbitration proceedings or otherwise; no finding or stipulation of fact in any other arbitration, judicial or similar proceeding may be given preclusive or collateral estoppel effect in any arbitration hereunder (unless determined in another proceeding between you and the Alliance); and no conclusion of law in any other arbitration may be given any weight in any arbitration hereunder (unless determined in another proceeding between you and the Alliance).
Remedies. To the extent that you have breached these Terms and Conditions of Use, or the Alliance reasonably believes that you are likely to breach these Terms and Conditions of Use. in any manner which violates or may violate the Alliance’s or any third party intellectual property rights, or may cause continuing or irreparable harm to the Alliance or third party, the Alliance may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction. Nothing contained in this paragraph or elsewhere in these Terms and Conditions of Use shall be construed to limit remedies or relief available pursuant to statutory or other claims that the Alliance may have under separate legal authority, including but not limited to (a) any claim for intellectual property infringement or (b) any claim arising under the HDcctv Alliance Adopting Member Agreement, such as claims relating to the use of marks or certification.

Indemnification

You agree to indemnify, hold harmless, and subject to the terms of this paragraph, defend: the Alliance, the Alliance’s contractors, and each of their respective officers, directors, employees, consultants, agents, founders and partners, from and against any claims, actions, liability, damages and/or demands, including without limitation reasonable legal and accounting fees, due to or resulting from your use of the Services; your connection to the Services; your violation of the rights of others, these Terms and Conditions of Use or any intellectual property or other right of any person or entity; and any intellectual property infringement by any other user of your account. The Alliance may in its discretion elect to assume, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with the Alliance in asserting any available defenses.

General Provisions

If any part of these Terms and Conditions of Use is held to be unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remainder will remain in full force and effect. The Alliance’s failure to pursue any available claim or defense pursuant to these Terms and Conditions of Use or otherwise will not be a waiver of such claim or defense. Any waiver of any provisions of these Terms and Conditions of Use will be effective only if in writing signed by the Alliance. These Terms and Conditions of Use will inure to the benefit of the Alliance. These Terms and Conditions of Use are personal to you and you may not transfer, assign or delegate these Terms and Conditions of Use to anyone without the express written permission of the Alliance. Any attempt by you to assign, transfer or delegate these Terms and Conditions of Use without the express written permission of the Alliance shall be null and void. The paragraph headings in these Terms and Conditions of Use are included to help make the agreement easier to read and have no binding effect. The law of the state of New South Wales, Australia, without regard to its conflicts of law provisions, will govern these Terms and Conditions of Use. Except for claims or disputes to the extent arbitrated as provided above, you expressly agree that the courts located in Sydney, New South Wales, Australia have exclusive jurisdiction over any claim or dispute with the Alliance or relating in any way to your use of the Services or the Site Content, and you agree to submit to the personal and exclusive jurisdiction of such courts.
These Terms and Conditions of Use and any other terms or documents referred to herein constitute the entire agreement between you and the Alliance with respect to the use of the Services and Site Content and may only be superseded or amended by a separate written agreement signed by an authorized representative of the Alliance.