Terms of ServiceEffective Date: October 20, 2020
Welcome to Inlet!
Thank you for using Inlet! To maximize your experience and to ensure that you fully understand your rights and obligations in using the Inlet.TV Platform (described below), we ask you to please read these Terms of Service ("ToS") carefully.
Overview of Inlet
Our Platform and Services
The Inlet Platform allows you to find, watch, comment on, broadcast, distribute, advertise in and otherwise interact with videos and other content in new and exciting ways. The “Inlet Platform” consists of the Inlet.TV website (currently located at www.inlet.tv, or any successor website), including all subdomains and any other websites through which we make our services available from time to time (collectively, the “Inlet Website”), Inlet’s mobile, tablet, ‘Smart TV’ and other smart device applications, as well as any application program interfaces related to any such applications (collectively, the “Inlet Applications”), and all associated services that are offered by Inlet via the Inlet Website and/or the Inlet Applications (collectively, the “Inlet Services”), in each case as the Inlet Website, the Inlet Applications and/or the Inlet Services may be updated and/or revised from time to time.
“Us” – the Provider of the Inlet Platform
Inlet Media, Inc., a Delaware corporation d/b/a “Inlet” (referred to in this ToS as “Inlet”, “we”, “us” and “our”) is the entity proudly providing the Inlet Platform.
Terms and Policies Applicable to the Inlet Services
Authorized Users of the Inlet Platform
If you are using the Inlet Platform on behalf of an entity (i.e., a corporation, limited liability company, partnership or other business entity), then you represent and warrant to us that (a) you have the right, authority and capacity to do so and to bind such business entity (and in which case, the terms “you” and “your” as used in this ToS shall refer to such business entity), and (b) such business entity accepts this ToS.
You must be at least 13 years old to use the Inlet Platform; provided, however, that you must be at least 18 years old (or at least the minimum age of majority in the jurisdiction from which you are using the Inlet Platform) to use the Inlet Platform to broadcast or otherwise distribute Ad-Supported Video Broadcast (as defined below) or Premium Broadcasts (as defined below) or to otherwise receive any payments from Inlet under this ToS.
Permission by Parent or Guardian
If you are the parent or guardian of a child under the applicable age of majority who uses the Inlet Platform, then by allowing your child to use the Inlet Platform (regardless of whether their use is with or without your knowledge or consent) you are subject to all of the terms and conditions of the Agreement, and you are responsible for any and all activity of your minor child on the Inlet Platform.
Our Rights in the Inlet Platform
Ownership of the Inlet Platform
All intellectual property rights in and to the Inlet Platform (including the software and systems underlying the Inlet Platform) are owned by or licensed to Inlet. Except as expressly provided in the Agreement, you may not in any form or by any means, without our prior written consent, access, use, adapt, reproduce, store, distribute, display, perform, publish or create derivative works from the Inlet Platform.
Rights in Feedback Provided by You
You may voluntarily provide to us suggestions, comments or other feedback regarding services, items or information provided by us on the Inlet Platform or otherwise. We are not required to hold such feedback in confidence, and such feedback may be used by us for any purpose without obligation of any kind, though we will not disclose the source of specific feedback without your consent.
Changes to the Inlet Platform
Inlet strives to constantly update and improve the Inlet Platform, so we may need to alter or discontinue the Inlet Platform, or certain parts of it, in order to make performance or security improvements, change functionality and features, make changes to comply with applicable laws, or prevent illegal activities on or abuse of the Inlet Platform. Whenever reasonably possible, we will provide advance notice when we discontinue or make material changes to the Inlet Platform that will have an adverse impact on your use of it. However, you understand and agree that there occasionally we will need to make such changes without notice, such as when we feel it to be necessary to take action to improve the security and operability of the Inlet Platform, to prevent abuse, or to comply with legal requirements.
Access to and Use of the Inlet Platform
Access and Use Rights
Subject to all of the terms and conditions of the Agreement, Inlet grants to you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right and license to access and use the Inlet Platform.
Only registered users of the Inlet Platform may access and use the Inlet Platform (beyond simply visiting and exploring the portions of the Inlet Platform that do not require any login credentials). The different levels of “Inlet Accounts” available on the Inlet Platform are described below:
You may create a “General User Account” on the Inlet Platform by simply providing your email address, a username and creating your own password (noting that all Inlet Accounts enable you to populate your “Profile” with additional information). A General User Account will enable you to search for, view and comment on Content, and also will enable you to access and use certain other components, features and functionality of the Inlet Platform (as determined from time to time by Inlet).
You may create a “Broadcaster Account” if you also wish to: (a) broadcast via the Inlet Platform video content containing advertisements provided by Inlet (each such broadcast, an “Ad-Supported Video Broadcast”); (b) receive a share of any advertising revenue generated by such Ad-Supported Video Broadcast (as described in more detail below, the “Advertising Revenue Share”), and (c) access our analytics features and functionality (the “Inlet Analytics”). To create a Broadcaster Account, you will need to provide your name, the business entity name, if applicable, email address and username, and you must create your own password via the Inlet Platform. In addition, and to enable you to receive any Advertising Revenue Share that is due to you in connection with your AD-Supported Video Broadcasts, you also will be required to provide certain bank account or other payment information to our third-party payment provider (as we do not store, maintain or otherwise have access to any such information).
You also may create a “Premium Account” if you wish to: (a) broadcast video content via the Inlet Platform that is free from advertisements provided by Inlet (though you may elect to add other advertisements, provided that any advertisements that you include must comply with the restrictions and guidelines of the Inlet Platform (as described herein)) (each, a “Premium Broadcast”); and (b) access the Inlet Analytics. To create a Premium Account, you will need to provide your name, the business entity name, if applicable, email address and username, and you must create your own password via the Inlet Platform. In addition, you also will be required to pay the applicable Premium Account Fee listed on the Premium Account Order Form that is approved in writing (which approval may be submitted electronically) by both you and Inlet, and you also will be required to provide certain bank account or other payment information to our third-party payment provider (as we do not have access to, store or maintain any such information).
Notwithstanding the foregoing, Inlet reserves the right, in its sole discretion, to refuse to permit any individual or business entity to create an Inlet Account.
Content on the Inlet Platform
The “Content” on the Inlet Platform includes videos, audio clips (i.e., music and other audible sounds), photos, graphics, illustrations and other images, text (such as comments, subtitles, advertising copy and scripts), branding (including trade names, trademarks, service marks or logos), interactive features, metrics, and other materials, whether owned by and provided by you (“Your Content”), owned by and provided by Inlet (“Inlet Content”) or owned by third party and either provided by you, by Inlet or by a third party (“Third-Party Content”). All Content is the responsibility of the person or entity that provides such Content to the Inlet Platform. While we have the right, but not the obligation, to review and monitor, and to edit or remove any Content added to or uploaded to the Inlet Platform, we have no liability of obligation for any Content that is not Inlet Content or is not Third-Party Content provided by Inlet.
Permissions and Restrictions
You may access and use the Inlet Platform as made available to you by us, as long as you comply with all of the terms and conditions of the Agreement and all applicable laws.
The following restrictions apply to your use of the Inlet Platform. You are not allowed to:
access, reverse engineer, reproduce, duplicate, copy, download, distribute, transmit, broadcast, display, sell, trade, sublicense, alter, modify, provide on a multiplex or service bureau basis, or otherwise use the Inlet Platform or any Content thereon except (a) as expressly authorized by the Inlet Platform and/or the Agreement, (b) with prior written approval from Inlet and, if applicable, any respective third-party rights holder;
circumvent, disable, fraudulently engage with, or otherwise interfere with any part of the Inlet Platform (or attempt to do any of these things), including security related features or features that are intended to (a) prevent or restrict the copying or other use of Content, or (b) limit the use of the Content or the Inlet Platform;
access the Inlet Platform using any automated means (such as robots, botnets or scrapers), except (a) in the case of public search engines as generally intended to be used to search for available content or keywords or other items of information, or (b) with our prior written consent;
collect or harvest any information that might identify a person (for example, names, usernames or email addresses), unless permitted by that person or allowed under subsection (3) above;
use the Inlet Platform to distribute unsolicited promotional or commercial content or other unwanted mass solicitations (i.e., “spam”);
use the Inlet Platform to, or add or upload any Content that could reasonably be expected to, defame or vilify any person, people, race, religion or religious group, or to be obscene, pornographic, indecent, harassing, threatening, harmful, invasive of privacy or publicity rights, abusive, hate speech, inflammatory or otherwise reasonably objectionable;
add to, or allow to be incorporated into, the Inlet Platform, any malicious code, including but not limited to any viruses, trojan horses, worms, time bombs, cancelbots, or any other computer programming routines that may damage, interfere with, surreptitiously intercept, or expropriate any system, program, data, or personal information;
cause or encourage any inaccurate measurements of genuine user engagement with the Inlet Platform, including by paying people or providing them with other incentives to increase a video’s views, likes, or dislikes, or to increase an Inlet Platform user’s subscribers, or otherwise manipulate metrics relating to the Inlet Platform in any manner;
misuse any reporting, flagging, complaint, dispute, or appeals process, including by making groundless, vexatious or frivolous submissions;
use the Inlet Platform to view or listen to Content other than for personal, non-commercial use (for example, you may not publicly screen videos from the Inlet Platform); or
unless you have a Premium Account, use the Inlet Platform to (a) sell any advertising, sponsorships, or promotions placed on or within the Inlet Platform or any Content (other than industry standard and accepted product placements), or (b) sell advertising, sponsorships, or promotions on any page of any website or any application that only contains Content from the Inlet Platform or where Content from the Inlet Platform is the primary basis for such sales, (for example, selling ads on a webpage where video content from the Inlet Platform is the main draw for users visiting such website or application), as Inlet equitably should be entitled to a share of any revenue generated by any advertising or sponsorships described above in this subsection.
Your Content and Conduct on the Inlet Platform
Your Content on the Inlet Platform
You may add or upload Your Content and/or Third-Party Content to the Inlet Platform. All of Your Content and the Third-Party Content that you add or upload to the Inlet Platform must comply with the terms of the Agreement, including the restrictions and guidelines of the Inlet Platform (as described herein), as well as all applicable laws. For example, Your Content must not include Third-Party Content (or any third-party intellectual property, such as copyrighted material) unless you have permission from that party or are otherwise legally entitled to do so. You are legally responsible for all of Your Content and/or the Third-Party Content that you add or upload to the Inlet Platform. While we have the right, but not the obligation, to review and monitor, and to edit or remove any Content, we have no liability of obligation for any infringing Content that is not Inlet Content or is not Third-Party Content provided by Inlet.
You shall be solely responsible, at your sole cost and expense, including payment of any ongoing royalty obligations, for obtaining all rights, permissions and third-party clearances (collectively, the “Clearances”) necessary to enable Your Content and all Third-Party Content that you add or upload to the Inlet Platform to be used on the Inlet Platform; provided, however, that Inlet shall be responsible for obtaining all Clearances necessary to enable any advertisements to be placed by Inlet in your Ad-Supported Video Broadcasts or any Inlet Content that you procure from Inlet the right to include in your Ad-Supported Video Broadcasts or Premium Broadcasts. The Clearances shall include, as applicable, video content and titles, movie content and tiles, television content and titles, appearances and likeness releases from all persons featured on-camera, location/filing agreements, and music licenses, and you should not provide to Inlet any Content that has any third party name/likeness/credit restrictions and/or obligations that would prevent the use or inclusion of such Content on the Inlet Platform in accordance with the terms and conditions of the Agreement.
Your Representations and Warranties
With respect to all of Your Content and any Third-Party Content that you add or upload to the Inlet Platform, you represent and warrant that: (a) you own or control (via license or otherwise) the copyright in and to such Content, in all media whether now known or hereinafter devised; (b) you have the full right and authority to grant the rights to such Content being granted in the Agreement; (c) the inclusion in and use by the Inlet Platform of such Content will not violate or infringe the rights of any third party; (d) no further Clearances or other consents, permissions or fees are required of Inlet for Inlet to use such Content on the Inlet Platform in accordance with the terms and conditions of the Agreement; (e) such Content, as delivered to Inlet will have complete and accurate credits and copyright notices contained therein; (f) such Content shall not contain any obscene material, pornographic or other adult-themed material of a sexual nature; and (g) you have complied with all applicable laws, rules and regulations with respect to such Content, including those relating to privacy.
Rights and Licenses You Grant to Inlet
You retain ownership rights in Your Content, as well as whatever rights you have in any Third-Party Content that you add or upload to the Inlet Platform, however we do require you to grant certain rights to us. By providing Your Content and/or any Third-Party Content to the Inlet Platform, you grant to Inlet a worldwide, non-exclusive, royalty-free, sublicensable and transferable right and license to use such Content (including the right to reproduce, distribute, prepare derivative works of, display and perform such Content) in connection with the Inlet Platform and Inlet’s provision of the Inlet Services and the performance of Inlet’s other obligations under the Agreement. While Inlet will not edit, delete from, or revise any Content provided by you without your consent, you acknowledge and agree that we may make technical modifications to such Content as needed to enable it to properly display on the Inlet Platform.
Rights and Licenses You Grant to Others
You also grant to each other user of the Inlet Platform (to the extent that they have the appropriate Inlet Account) a worldwide, non-exclusive, royalty-free, sublicensable and transferable right and license to access Your Content, as well as any Third-Party Content that you add or upload to the Inlet Platform, through the Inlet Platform, and to use such Content (including the right to reproduce, distribute, prepare derivative works of, display and perform such Content) only as enable by a feature of the Inlet Platform (such as video playback or embeds). For clarity, this license does not grant any rights or permissions for a user of the Inlet Platform to make use of any of Your Content, or any Third-Party Content provided by you to the Inlet Platform, independent of (i.e., outside of) the Inlet Platform.
In addition, you grant to Inlet a worldwide, non-exclusive, royalty-free, sublicensable and transferable right and license to use Content Metadata (as defined below) in connection with the Inlet Platform, and to provide our third-party business partners, including original equipment manufacturers and search and recommendation application providers with access to the Content Metadata in connection with Search Related Purposes (as defined below). “Content Metadata” shall mean high-quality images (e.g., thumbnails or screen images), URLs, titles, cast members, directors, producers, descriptions, running-time for each piece of Content, and all other forms of metadata that Inlet from time to time reasonably deems necessary to fulfill the Search-Related Purposes, which “Search Related Purposes” shall mean a search and recommendation application provider’s fulfillment of the search and/or recommendation functionality of the Inlet Platform on devices that are accessing and using, or are searching for Content that is available on, the Inlet Platform.
Rights and Licenses You Grant For Publicity Purposes
If you are the owner of a Broadcaster Account or a Premium Account, then you also grant to Inlet the worldwide, non-exclusive, royalty-free, sublicensable and transferable right and license (a) to publicize, market and advertise the fact that we have entered into an agreement with you and that Your Content and/or Third-Party Content that you add or upload to the Inlet Platform is being made available on the Inlet Platform, and (b) to use the Content that you provide to the Inlet Platform for promotional purposes in connection with promoting the availability of such Content, your Ad-Supported Video Broadcasts or Premium Broadcasts, and the marketing of the Inlet Platform generally, including Inlet’s right to use thumbnails, screen images, video clips, trailers, sizzle reels, box art, promotional advertisements, banner ads and teasers from and relating to the Content that you provide to the Inlet Platform. With respect to any such Content, we shall be allowed to make enhancements to such Content in order to ensure optimal display of such items within the Inlet Platform and in any related promotional materials, as well as technical modifications to such Content as needed to enable it to properly display on the Inlet Platform and in any related promotional materials. In connection with the foregoing, you hereby grant to Inlet a worldwide, non-exclusive, royalty-free, sublicensable and transferable right and license to display your trademarks, names, logos, designs and/or emblems as provided by you to Inlet (“Your Marks”), and each of Inlet and you acknowledges and agrees that no other rights (whether express or implied) to Your Marks are being granted by you to Inlet in the Agreement, other than as specifically set forth above in this subsection.
Removing Your Content
You may remove from the Inlet Platform at any time any or all of Your Content and/or any Third-Party Content that you previously added or uploaded to the Inlet Platform. Please note that you may make a copy of Your Content before removing it from the Inlet Platform. In addition, you must remove any of Your Content, or any Third-Party Content that you added or uploaded to the Inlet Platform, if you no longer have the rights to such Content that are required by the Agreement. The license and rights granted by you with respect to Your Content and any Third-Party Content that you added or uploaded to the Inlet Platform will continue for a commercially reasonable period of time after you remove or delete such Content from the Inlet Platform. You understand and agree, however, that we may retain (but may not display, distribute or perform) backup/server copies of Your Content and Third-Party Content that have been removed or deleted.
Removal of Content by Inlet
If we reasonably believe that any Content on the Inlet Platform is in breach of the Agreement (including the restrictions and guidelines of the Inlet Platform, as described herein) or may cause harm to Inlet, our users, third parties or the Inlet Platform (or any portion thereof), then we may remove or take down such Content in our discretion. In addition, and due to potential storage space issues, if any of Your Content or Third-Party Content added or uploaded to the Inlet Platform by you has not been used in an Ad-Supported Video Broadcast or a Premium Broadcast within a thirty (30) day period, and if such Content is not used in an Ad-Supported Video Broadcast or a Premium Broadcast within thirty (30) days of the date of such notice, then we reserve the right to remove such unused Content from the InletMedia Platform. If we remove or take down any of Your Content or any Third-Party Content added or uploaded to the Inlet Platform by you, then we will notify you with the reason for our action unless we reasonably believe that to do so would: (a) breach the law or the direction of a legal enforcement authority or would otherwise risk legal liability for Inlet or our service providers or licensors; (b) compromise an investigation or the integrity or operation of the Inlet Platform; or (c) would cause harm to any user, other third party, Inlet or any of our service providers or licensors.
We are committed to help copyright holders to protect their rights in copyrighted material. For further information, please see our policy on Claims of Copyright and Trademark Infringement.
Advertising Revenue Share
For Ad-Supported Video Broadcasts, Inlet shall use commercially reasonable efforts to monetize the display and distribution of the Content included in such Ad-Supported Video Broadcast, which will be in the form of selling and serving, either directly or through one or more third parties, advertising inventory against such Content (“Monetization”), and you expressly grant to Inlet the right to so monetize the display and distribution of such Content. In accordance with the terms set forth in one or more Ad-Supported Video Broadcast Order Forms that are approved in writing (which approval may be submitted electronically) by both you and Inlet, each of Inlet and you will receive a percentage share of the Net Advertising Revenue (as defined below) resulting from the Monetization (the “Revenue Share”). For the avoidance of doubt, and unless you have a Premium Account and are using it for a Premium Broadcast, you shall be prohibited from selling advertisements or sponsorships against the Inlet Platform or any Content being broadcast or displayed via the Inlet Platform without receiving the prior written consent of Inlet and agreeing to a mutually-determined revenue share for all revenue resulting from such advertisement or sponsorship.
As used in the Agreement, the term “Net Advertising Revenue” shall mean, for each Ad-Supported Video Broadcast, the gross advertising revenue actually received by Inlet on a non-refundable basis from the Monetization of your Ad-Supported Video Broadcast, less any costs incurred by or charged to Inlet for the placement of the related advertisement(s), which costs may include ad serving fees, sales commissions and publisher fees, and also less any overhead costs directly relating to the placement of such advertisement(s), including costs of transcoding and encoding the related Content, content delivery network charges in connection with such Content, and required payments to original equipment manufacturers and other business partners of Inlet directly related to the placement of such advertisement(s) and/or the broadcasting and distribution of the applicable Ad-Supported Video Broadcast.
Accounting of Revenue Share
Inlet will account to you in respect of the Revenue Share, if any, on a quarterly basis, within sixty (60) days after the end of each calendar quarter. Inlet shall have the right to withhold such amounts as may be required to be withheld pursuant to any applicable statute, regulation, rule, treaty or law. All Revenue Share statements shall be sent to you either via the Inlet Platform or email, and shall be deemed final, conclusively binding and not subject to challenge or suit on the date that is three (3) months from the date the applicable statement was sent to you. Payment of any applicable percentage of Revenue Share by Inlet to you may be withheld and shall roll over to a subsequent calendar quarter until such time that the payment due to you is at least $100.
With respect to all payments and reporting for Net Advertising Revenue under this Agreement, Inlet shall be solely responsible for the calculation of all relevant advertising-related statistics, which may include impressions, clicks, actions and revenue generated on the Inlet Platform and outside publisher sites, as applicable, and resultant payments due to you for the Revenue Share. We may make adjustments to our advertising statistics as necessary to account for, among other things, specific contractual provisions, statistical errors, any amounts refunded to advertisers in connection with errors (such as impressions based on invalid queries or invalid clicks or impressions on advertisements generated by any person, bot, automated program or similar device, including solicited by payment of money, false representation, or request for users to click on or view advertisements). You acknowledge and agree that Inlet is permitted to share advertising-related statistics with our business partners in connection with our reporting obligations to such partners.
No Guarantee of Advertising Revenue
While Inlet commits to using commercially reasonable efforts to generate advertising revenue from your Ad-Supported Video Broadcasts, we make no guarantee as to the amount, if any, of revenue that will be generated from any Ad-Supported Video Broadcast.
Termination and Account Suspension
Termination by You
You are free to stop using the Inlet Platform and/or to delete any Inlet Applications at any time. You should consider downloading a copy of your data prior to ceasing your use of the Inlet Platform, and also deleting any of Your Content that you uploaded to the Inlet Platform.
Terminations and Suspensions by Inlet for Cause
We may suspend or terminate your ability to access and use all or part of the Inlet Platform or your Inlet Account if: (a) you materially or repeatedly breach the terms of the Agreement; (b) we are required to do so to comply with a legal requirement or a court order; or (c) we believe that there has been conduct under your Inlet Account that creates (or could create) liability or harm to the Inlet Platform, and user of the Inlet Platform, any other third party, or us.
Termination by Inlet for Changes to the Inlet Platform
We may terminate your access to all or part of the Inlet Platform if and to the extent that we come to believe, in our sole discretion, that the provision of the Inlet Platform (or any part thereof) is no longer commercially viable.
Notice of Termination or Suspension
We will notify you of the reason(s) for termination or suspension of your right to access and use the Inlet Platform (or any component thereof) unless we reasonably believe that to do so would: (a) violate applicable law or would otherwise risk legal liability for Inlet or for any of our licensors; (b) compromise an investigation of the integrity or operation of the Inlet Platform; or (c) would cause harm to any user of
Other Legal Terms
EXCEPT FOR THE WARRANTIES EXPLICITLY PROVIDED IN THE AGREEMENT OR AS REQUIRED BY APPLICABLE LAW, THE INLET PLATFORM IS PROVIDED “AS-IS” AND INLET MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES AS TO: (A) THE CONTENT PROVIDED VIA THE INLET PLATFORM; (B) THE SPECIFIC FEATURES OF THE INLET PLATFORM OR THE ACCURACY, RELIABILITY, OR AVAILABILITY TO MEET YOUR NEEDS OF SUCH FREATURES; OR (C) THAT ANY CONTENT YOU SUBMIT WILL BE ACCESSIBLE VIA THE INLET PLATFORM. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. YOU ACKNOWLEDGE, BY YOUR USE OF THE INLET PLATFORM, THAT YOUR USE OF THE INLET PLATFORM IS AT YOUR SOLE RISK. THIS DISCLAIMER CONSTITUTES AN ESSENTIAL PART OF THE AGREEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability
INLET SHALL NOT IN ANY EVENT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF INCOME, PROFITS, REVENUES, BUSINESS OPPORTUNITIES, GOODWILL, USE, ENJOYMENT, TIME, OR DATA, OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH: (A) THE AGREEMENT OR THE USE OR INABILITY TO USE THE INLET PLATFORM (OR ANY PORTION THEREOF); (B) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (C) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT; OR (D) ANY OTHER MATTER RELATED TO THE INLET PLATFORM, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. UNDER NO CIRCUMSTANCES WILL INLET BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (X) THE AMOUNT RECEIVED BY US FROM YOU DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT(S) GIVING RISE TO LIABILITY HEREUNDER, OR (Y) FIVE HUNDRED DOLLARS ($500). YOU ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY IS A SPECIFIC INDUCEMNET FOR INLET TO ENTER INTO THE AGREEMENT AND FAIRLY ALLOCATES THE RISKS BETWEEN THE PARTIES WITH RESPECT TO THE BENEFITS DERIVED FROM THE AGREEMENT.
To the extent permitted by applicable law, you agree to indemnify, defend and hold us, our officers, directors, employees, agents, representatives, vendors, licensees or suppliers harmless from and against any and all claims, damages, losses, liabilities, costs (including reasonable legal fees) or other expenses that arise directly or indirectly out of or from: (a) your breach of the Agreement; (b) any allegation that any of Your Content that you submit to or transmit on the Inlet Platform infringe or otherwise violate the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (c) any claim that any of Your Content caused damage to a third party; and/or (d) your use of and activities in connection with the Inlet Platform. This indemnity will be applicable without regard to the negligence of any party, including any indemnified person, and will survive the term of the Agreement and your access to and use of the Inlet Platform.
Modifications to the Agreement
We reserves the right to modify the terms and conditions of the Agreement and/or our other policies relating to the Inlet Platform (or any component thereof) at any time, effective upon posting an updated version thereof via the Inlet Platform. Reasons for such modifications include, without limitation: to reflect new, different or updated features and capabilities of the Inlet Platform; to comply with applicable laws and regulations; and security reasons. We will use commercially reasonable efforts to provide advance notice of any material modifications to the Agreement or our other policies relating to the Inlet Platform, except that modifications addressing new features or those made for legal reasons may need to be effective immediately without any prior notice. Modifications to the Agreement will only apply going forward, and if you do not agree to the modified terms you should remove any of Your Content from and discontinue your use of the Inlet Platform. You are responsible for regularly reviewing the Agreement (and all components thereof). Your continued use of the Inlet Platform after any such changes shall constitute your consent to and approval of such changes.
Continuation of this Agreement
If your use of the Inlet Platform ends for any reason, the following terms will continue to apply to you: any payment obligation of us to you or you to us with respect to any amounts then properly due and owing under the Agreement; “Other Legal Terms” and the licenses granted by you under and as described in this ToS.
If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision, and all other provisions of the Agreement shall remain in full force and effect to the maximum extent permitted by applicable law.
Our failure to enforce our rights under the Agreement shall not constitute a waiver of such right unless acknowledged and agreed to by us in writing. This means that if you fail to comply with the terms of the Agreement and we do not immediately take action, that does not mean that we are giving up any rights that we may have under the Agreement (including the right to take action in the future).
In the event that Inlet is prevented from performing its obligations under the Agreement by reason of war, force of nature, severe weather events, fire, pandemic, epidemic, riots, insurrection, terrorist attacks, general internet interruptions, or other reasons beyond its reasonable control, then Inlet’s performance shall be excused for the period(s) of the delay.
Nothing contained in the Agreement shall be construed as to create an agency relationship, joint venture or partnership between Inlet and you, and neither party shall have the power to bind or obligate the other party in any way except as expressly set forth in the Agreement.
In the Agreement, the terms “include” or “including” means “including but not limited to,” and any examples that we provide in the Agreement are for illustrative purposes only, and any reference to the “Inlet Platform” also shall be deemed to be a reference to any applicable part, portion or component of the Inlet Platform.
All claims arising out of or relating to the Agreement and your use of the Inlet Platform will be governed by [New York/New Jersey] law, other than conflicts of law rules, and will be litigated exclusively in the federal or state courts of such state. By using the Inlet Platform you consent to personal jurisdiction in such courts.
Limitation on Legal Action
YOU AND INLET EACH AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE INLET PLATFORM MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, AND OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.