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Zencoder Website Terms of Use

EFFECTIVE DATE: May 1, 2010

This website, zencoder.com (the “Zencoder Website”), is owned and operated by Zencoder, Inc. (referred to as “Zencoder” “we,” “us” or “our”), a corporation organized under the laws of Delaware. PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE ZENCODER WEBSITE. By using this Zencoder Website you agree to these terms of use (the “Terms”). If you do not agree to the Terms, please do not use the Zencoder Website. We reserve the right, at our discretion, to change, modify, add or remove portions of the Terms at any time. Please check these terms periodically for changes. Your continued use of the Zencoder Website following the posting of changes to the Terms will mean you accept those changes.

THE ZENCODER WEBSITE

The Zencoder Website, including but not limited to all text, graphics, logos, icons, images, data, graphs, audio, videos, computer programs and other material and information contained on, or utilized in the provision of, the Zencoder Website is the property of Zencoder or its suppliers and is protected by copyrights, trademarks, trade secrets, patents or other proprietary rights. Zencoder hereby grants you a limited, nonexclusive, non-transferable, personal license to use the Zencoder Website for personal, informational, or commercial purposes only. You may print and/or download and store portions of Zencoder Website for personal use only, provided that you retain all copyright and other proprietary notices contained on the Zencoder Website. Except as expressly authorized by Zencoder in writing, you may not use, copy, distribute, modify or create derivative works from, disclose, display, transmit, or post or any portion of the Zencoder Website for any purpose or“frame” or “mirror” the Zencoder Website on any other server or wireless or Internet-based device. All rights not expressly granted herein are reserved to Zencoder and/or its licensors.

To create or use certain features of the Zencoder Website, purchase services from Zencoder or participate in certain activities sponsored by Zencoder, we might ask you to register as a customer, user or participant. If so requested, each Zencoder Website user must: (1) personally provide true, accurate, current and complete information on the Zencoder Website’s registration form (collectively, the “Registration Data”) and (2) maintain and promptly update the Registration Data as necessary to keep it true, accurate, current and complete. If, after investigation, Zencoder has reasonable grounds to suspect that any user’s information is untrue, inaccurate, not current or incomplete, Zencoder may suspend or terminate any and all current or future use of the Zencoder Website by that user. A user may receive passwords and account designations upon completing certain Zencoder Website registration processes and is wholly responsible for maintaining the confidentiality of such passwords or designations.

ZENCODER SERVICES

In the event you elect to use and/or purchase the Zencoder services, your use of those services shall be subject to the following additional terms and conditions: Zencoder Service Terms of Use (http://zencoder.com/en/terms).

LINKS

The Zencoder Website may provide links to other websites. Zencoder exercises no control whatsoever over such other websites and is not responsible or liable for the availability, content, advertising, products or other materials on such websites. Your access and use of such linked websites, including information, material, products and services therein, is solely at your own risk.

LIMITED WARRANTY AND DISCLAIMER; LIMITATION OF LIABILITY

Zencoder does not control the Content posted to the Zencoder Website and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will Zencoder be liable in any way for any Content, including, but not limited to, liability for any errors or omissions in any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted or displayed via the Zencoder Website. Each user, by using the Zencoder Website, may be exposed to Content that is offensive, indecent or objectionable. Each user must evaluate, and bear all risks associated with the use of the Zencoder Website and any Content, including any reliance on the accuracy, completeness, timeliness, integrity or usefulness of the Zencoder Website or any such Content.

EACH USER’S USE OF THE ZENCODER WEBSITE IS AT HIS OR HER SOLE RISK. THE ZENCODER WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ZENCODER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ZENCODER SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM ANY USER’S USE OR INABILITY TO USE THE ZENCODER WEBSITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

TRADEMARK INFORMATION

“ZENCODER” is trademark of Zencoder. All other marks, names, and logos mentioned on the Zencoder Website are the property of Zencoder or their respective owners. Your use of the Zencoder trademarks and other marks, names and logos set forth on the Zencoder Website without prior written consent is strictly prohibited.

COPYRIGHTS

Zencoder respects the intellectual property rights of others, and requires that the people who use the Zencoder Website do the same. It is our policy to respond promptly to claims of intellectual property misuse. If you believe that your work has been copied and is accessible on this Zencoder Website in a way that constitutes copyright infringement, you may notify us by providing our copyright agent with the following information in writing: (1) the electronic or physical signature of the owner of the copyright or the person authorized to act on the owner’s behalf; (2) identification of the copyrighted work that you claim has been infringed; (3) identification of the material that is claimed to be infringing and information reasonably sufficient to permit Zencoder to locate the material, including the full URL; (4) your name, address, telephone number, and email address; (5) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (6) a statement, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.

Our designated agent to receive notification of claimed infringement under the Digital Millennium Copyright Act of 1998 is:

John Roberts
New Counsel, PLC
233 Park Avenue, Suite 203
Minneapolis, Minnesota 55415612-659-8443
jroberts@newcounsel.com

PRIVACY

Zencoder agrees to treat your private personally identifiable information in accordance with the terms of our then current privacy policy, which is incorporated herein for all purposes, and which is available for review at http://zencoder.com/privacy/ or by sending an e-mail request to: privacy@zencoder.com.

GENERAL INFORMATION

The Terms constitute the entire agreement between each user and Zencoder and govern each user’s use of Zencoder Website, superseding any prior agreements. The Terms and the relationship between each user and Zencoder shall be governed by the laws of the State of Minnesota without regard to its conflict of law provisions and each party shall submit to the personal and exclusive jurisdiction of the courts located within the county of Hennepin, Minnesota. This Zencoder Website is controlled and operated by Zencoder from its offices within the State of Minnesota, United States of America. Zencoder makes no representation that materials in the Zencoder Website are appropriate or available for use in other locations. Those who choose to access this Zencoder Website from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. Nothing herein shall be deemed to create an agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship of any kind between Zencoder and any user.

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