As of September 22, 2011
Subject to all of the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, personal licence to access the OnLive Websites and view our Content (as defined below). We reserve all rights not expressly granted herein in the OnLive Websites and the Content (as defined below). We may terminate this licence for convenience at any time at our sole discretion.
You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the OnLive Websites in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots”, “spiders”, or “offline readers”, to access the OnLive Websites in a manner that sends more request messages to our servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) using any “bot”, spider, site search/retrieval tool or utility, or any other manual or automated technique, to collect, extract, index, mine, or otherwise seek to obtain any data or information from OnLive, OnLive Websites, or any User, or in any manner compromise, degrade or circumvent the navigational structure or the presentation of the OnLive Websites, or the display or performance of the Content (as defined below) of the OnLive Websites; (v) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the OnLive Websites; (vi) taking any action that imposes, or may impose an unreasonable or disproportionately large load on our infrastructure (as determined at our sole discretion); (vii) uploading invalid data, viruses, worms, or other software agents through the OnLive Websites; (viii) collecting or harvesting any personally identifiable information from the OnLive Websites; (ix) using the OnLive Websites for any commercial solicitation purposes; (x) using the OnLive Websites or any Content or products obtained through the OnLive Websites for any resale or commercial use; (xi) collecting or using any product listings, descriptions, or prices on the OnLive Websites; (xii) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (xiii) interfering with the proper working of the OnLive Websites; (xiv) bypassing the measures we may use to prevent or restrict access to the OnLive Websites; or (xv) disseminating any abusive, harmful, offensive or illegal content. We may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the OnLive Websites without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. You further understand and agree that OnLive has the right, but not the obligation, to remove in whole or in part any Content related to the OnLive Websites, including without limitation all data and Content residing on our servers, at any time at our sole discretion, with or without notice and with no liability to us of any kind.
The OnLive Websites or portions thereof are subject to scheduled and unscheduled site interruptions. All aspects of the OnLive Websites are subject to change or elimination at our sole discretion. We reserve the right to interrupt the OnLive Websites with or without prior notice for any reason or no reason. You agree that OnLive is not liable to you for any interruption of the OnLive Websites or any portion thereof, or any delay or failure to provide the OnLive Websites or any portion thereof.
The OnLive Websites and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, trademarks, trade names, photographs, audio, videos, and music (the “Content”), and all Intellectual Property Rights related thereto, are the exclusive property of OnLive and our licensors.
Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a licence in or under any such Intellectual Property Rights, and you agree not to sell, licence, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or Content accessible on the OnLive Websites. Use of the Content or materials on the OnLive Websites for any purpose not expressly permitted by this Agreement is strictly prohibited.
For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and trade name rights, service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction worldwide.
You shall be solely responsible for your use of the OnLive Websites and all activity undertaken by you while visiting the OnLive Websites.
This OnLive Websites are intended solely for Users who are thirteen (13) years of age or older, and any use or access to the OnLive Websites by anyone under thirteen (13) is unauthorized, unlicensed, and in violation of this Agreement. In connection with your use of the OnLive Websites, you affirm, represent and warrant, in addition to the other representations and warranties in this Agreement, the following: You are at least thirteen (13) years of age.
You must be at least eighteen (18) years of age to register for an account on the OnLive Service. In connection with registering for an OnLive account, you affirm, represent and warrant, in addition to the other representations and warranties in this Agreement, the following: You are at least eighteen (18) years of age, or if you are under 18 years of age you are an emancipated minor and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.
We care about the privacy of our Users. Click here to view our Privacy Statement, which is incorporated by reference in this Agreement as if it is fully set forth herein. By using the OnLive Websites, you are consenting to have your personal data transferred to and processed in the United States.
Third-Party Websites, Advertisers or Sites: As set forth in our Privacy Statement, the OnLive Websites may contain links to third-party websites, advertisers, or sites that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party websites. If you access a third party website from the OnLive Websites, you do so at your own risk, and you understand that this Agreement and our Privacy Statement do not apply to your use of such sites. To the fullest extent permissible by law, you expressly relieve us from any and all liability arising from your use of any third-party website or third party owned content. Additionally, your dealings with or participation in promotions of advertisers that may be found on the OnLive Websites, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that we are not responsible for any loss or damage of any sort relating to your dealings with such advertisers.
You agree to defend, indemnify and hold harmless OnLive, and its subsidiaries, agents, managers, partners, suppliers, advertisers, product and OnLive Website providers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys‘ and experts‘ fees) arising from: (i) any infringement of OnLive's Intellectual Property Rights by you; (ii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; and (iii) your violation of any law, rule or regulation of the UK or any other country.
The OnLive Websites are provided on an "as is" and "as available" basis. Use of the OnLive Websites is at your own risk. To the extent permitted by law, OnLive Websites are provided without warranties of any kind, whether express or implied. Without limiting the foregoing, OnLive, its subsidiaries, and its licensors do not warrant that the operation of the OnLive Websites or the information, content, materials, or products included on the OnLive Websites is accurate, reliable or correct; that the OnLive Websites will meet your requirements; that the OnLive Websites will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the OnLive Websites are free of viruses or other harmful components. Any information, content, materials, or products downloaded or otherwise obtained through the use of the OnLive Websites is obtained at your own risk and you will be solely responsible for any damages or losses, including damage to your computer system or loss of data, that result from such procurement.
OnLive does not warrant, endorse, guarantee, or assume responsibility for any product or websites advertised or offered by a third party through the Onlive Websites or any hyperlinked website or site, or featured in any banner or other advertising, and OnLive will not be a party to or in any way monitor any transaction between you and third-party providers of products or sites.
OnLive will not be responsible for any damage, loss or expense resulting from hacking, tampering or other unauthorized access or use of the Onlive Websites or your account or the information contained therein.
To the extent permitted by law, in no event shall Onlive (or any of its affiliates or licensors) nor any of the officers, directors, employees, shareholders, licensors, customers, agents or representatives of Onlive have any liability of any kind or nature to you or any third party for any indirect, incidental, consequential, special, or punitive damages whatsoever (including, but not limited to, damages for any loss of profits or loss of any confidential or other information or for business interruption) arising out of or in any way relating to your use of the OnLive Websites (including an inability to access or use the OnLive Websites) or otherwise with respect to this Agreement, whether arising in tort (including negligence), contract, strict liability or otherwise, whether or not you have advised of the possibility of any such loss or damage.
OnLive will not be liable for any liability associated with infrastructure (including, without limitation, the internet), devices and software outside of OnLive’s control such as computers, displays, televisions, input devices, switches, routers, firewalls, operating systems, and browsers.
Nothing in this Agreement will exclude or limit either party's liability for (i) fraud or fraudulent misrepresentation; (ii) death or personal injury caused by its negligence (iii) under the indemnity in clause 6 above; or (iv) any other liability which cannot be excluded by law.
You may not use, export or re-export any Content or any copy or adaptation of such Content, or any product or service offered on the OnLive Websites, in violation of any applicable laws or regulations, including, without limitation, UK export laws and regulations. The OnLive Websites are controlled and operated from facilities in the UK. We make no representations that the OnLive Websites or any portions thereof are appropriate or available for use in other locations. Those who access or use the OnLive Websites from other jurisdictions do so of their own volition and are entirely responsible for compliance with all applicable UK and local laws and regulations, including but not limited to export and import regulations. You may not use the OnLive Websites if you are a resident of a country embargoed by the UK, or are a foreign person or entity blocked or denied by the UK government.
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction.
The construction, validity and performance of this Agreement and all non-contractual obligations arising from or connected with this Agreement, the OnLive Privacy Statement, the OnLive Community Guidelines or the service shall be governed by English law. Any action or proceeding brought to adjudicate any dispute related to this Agreement, the OnLive Privacy Statement, OnLive Community Guidelines, or the service shall be subject to the non-exclusive jurisdiction of the English courts, except as otherwise agreed by the parties in writing.
If you breach or indicate your intention to breach this Agreement (including, without limitation, in a manner that infringes, misappropriates or violates any Intellectual Property Rights or privacy rights or may cause irreparable or continuing harm), OnLive may seek injunctive relief against you, or any other remedy available under applicable law
Notification Procedures. We may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by us in our sole discretion. We reserve the right to determine the form and means of providing notifications to our Users.
Entire Agreement/Severability. This Agreement, together with our Privacy Statement and any other legal notices and agreements published by us via the OnLive Websites, shall constitute the entire agreement between you and OnLive concerning the OnLive Websites. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and OnLive’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.