a) “User” means any employee, contract worker or other affiliate of Company granted access by Company to the Jivox Service
b) “Account” means a User profile created by User when accessing and using the Jivox Service and used to make selections with respect to the creation, management, and distribution of advertisements and advertising campaigns incorporating Advertiser Content
c) “IPR” means any and all intellectual property rights including, without limitation, copyright, trademark, patent or trade secret, pursuant to applicable domestic or international laws.
d) “Jivox Properties” means the Content Database, the Jivox Service and all IPR in the Jivox Service.
e) “Advertiser Content” means any and all audio and video materials including, without limitation, images, video footage, logos, graphics, text, music, advertisements and sound uploaded or provided to Jivox by Company or User.
2. END USER LICENSE
a) Grant of Licenses.
a. Jivox Service and Content Database
Provided User is in compliance with the terms and conditions of this Agreement, Jivox hereby grants User a non-exclusive, non-transferable, limited license, without right of sublicense, to: (i) access, upload to and use the Jivox Service solely to create advertisements to be distributed in advertising campaigns; All use of the Jivox Service shall be to create advertisements that comply with the Jivox Advertising Guidelines which may change from time to time.
b. Advertiser Content License
Company hereby grants Jivox a world-wide, royalty-free, non-exclusive, perpetual license to: (i) deliver Advertiser Content in accordance with the preferences User sets using the User’s Account; (ii) secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms and reports based on access to and use of the Advertiser Content; (iii) exhibit, broadcast, publicly display, publicly perform, distribute, copy, store, and/or reproduce the Advertiser Content on or through the Jivox Service as configured by User; (iv) utilize Advertiser Content to test Jivox’s internal technologies and processes and (v) utilize advertisements for the purpose of marketing and promoting the Jivox Service.
b) Scope of Use.
a. Responsibility for Advertiser Content; Enforcement of IPR
Company is solely responsible for all matters arising out of or in connection with the Advertiser Content including, without limitation, obtaining all rights, approvals, licenses, consents and permissions necessary for Jivox to provide Company with services through the Jivox Service. The Jivox Service is a passive conduit of online content and Company acknowledges that Jivox is not responsible for preventing or identifying the infringement of any Advertiser Content a User creates. Jivox assumes no responsibility for monitoring forpossible infringement or enforcing Company IPR. Company will notify Jivox immediately in the event of any infringement or suspected infringement of IPR
3. USE OF THE JIVOX SERVICE
a) Use of Advertiser Content.
Company is solely responsible for any and all Advertiser Content. The Jivox Service is a passive conduit of all Advertiser Content submitted or uploaded to the Jivox Service and Jivox is not responsible for the: (a) selection, acquisition, distribution and licensing of Advertiser Content in the Jivox Service; and (b) acquisition and payment of any third party licenses, rights clearances or other permissions needed from any entities to use Advertiser Content in connection with the Jivox Service. Jivox has no obligation (and undertakes no responsibility or liability for any obligation) to review, monitor or oversee any Advertiser Content submitted, uploaded, distributed or retrieved in connection with the use of the Jivox Service. Furthermore, Jivox assumes no responsibility for protecting or enforcing third party rights with respect to Advertiser Content, including, without limitation, monitoring the Advertiser Content, determining whether Advertiser Content is lawful, appropriate or permitted by third parties, for libel, falsehoods, errors or omissions contained in Advertiser Content or compliant with Federal Communication Commission or other governmental regulations, or for taking legal action against actual or suspected infringers of Advertiser Content.
b) Rights in Advertisements; Use.
Advertisements created through use of the Jivox Properties may only be distributed through the Jivox Service.
4. COMPLIANCE WITH U.S. LAWS
The Jivox Service is of U.S. origin. User shall adhere to all applicable state, federal, local and international laws and treaties in all jurisdictions in which User’s use the Jivox Service, including, without limitation, all end-User, end-use and destination restrictions issued by U.S. and other governments and the U.S. Export Administration Act and its associated regulations. For clarity, Company, and not Jivox, shall be responsible for ensuring that User’s use of the Jivox Service does not constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law, regulation or ordinance, including, without limitation, U.S. law, regarding the transmission of copyrighted, trademarked content or personally-identifiable information or controlled technical data.
Last updated March 2015.