Indieloo^TM

Streaming Media Distribution

Terms of Service

This document provides terms of use and related service provisions regarding the content, software, sites and services of Indieloo (the "Service" or "Indieloo") and is provided by Indieloo and its affiliates (either "we," "us" or "Indieloo" in this agreement).

By making purchases from us or by using Indieloo, you electronically agree that the following terms govern your use of the service (the "agreement").

Please review this Agreement carefully. You are signifying that you consent to receive notices and updated terms from us electronically, you consent to the terms of our privacy policy and you consent to resolve any disputes with us in Virginia. You acknowledge that all content offered through the Service is licensed, not sold, and subject to copyright protection. You may use such content only in accordance with this Agreement and the usage rules that accompany the content.

Do not use the Service if you do not agree to these terms.

1. THE SERVICE. The Service offers digital video, digital audio, and related content from our Web sites (collectively, "Content"). As we explain below, all Content is subject to Usage Rules and you may use the Service only as legally authorized.

Any one or more of the following types of features may be available from the Service:

(a) Content that you may view on-demand as streaming video for a specified period of time.

(b) Content that you may download and view ("Audio or Video Downloads").

(d) Packaged offerings, such as seasonal or extended event passes .

(e) Content that you may download and burn to optical media or transfer to authorized portable devices.

(f) Access to an online marketplace to sell or license your own video content.

We have no obligation to offer on the Service any of the specific features listed above. Certain features or offerings may not be available in all geographic locations or from all content providers. We may change or discontinue the Service or any feature of the Service at any time and without notice.

2. PACKAGES. We will offer the Service and Content at different price packages, which may range from single purchases to subscription plans. The level of features that will be available to you will depend on the price package selected by you. When you make a purchase, the terms of the price package will be binding on you. Purchases are final and non-refundable. In the event we offer any free trial promotions, we may limit the number of promotions we offer to you. Any trial promotion to a subscription plan (such as free trial time) must be used within the specified time of the trial. You must cancel your account before the end of the trial period to avoid being charged a fee.

3. CONTENT OWNERSHIP. The Content is protected by copyright, trademark, patent, trade secret, international treaties, laws and other proprietary rights, and also may have security components that protect digital information. We, our vendors, licensors and suppliers who provide the Content on the Service own the property rights to that Content. All rights in such Content are reserved with the owners of such Content. You may only use the Service subject to the terms of this Agreement and the Usage Rules that apply to the Content.

4. CONTENT LICENSE. We grant you a personal, non-exclusive, non-transferable, limited and revocable license to use the Content and Service subject to the terms of this Agreement and the Usage Rules that apply to such Content. You may not use the Service in a manner that exceeds the rights granted for your use of the Service and its Content, which includes unauthorized copying or distribution of the Content or creating an unauthorized derivative work. You may access, transfer or use the Service on such software, personal computers and/or devices as authorized by us and verified by us or our content delivery providers. You may not circumvent any mechanisms for preventing the unauthorized reproduction or distribution of the Content or the Service. Your license terminates immediately upon cancellation or termination of your Service or if we believe you are in violation of this Agreement.

5. USAGE RULES. You understand and agree that Usage Rules apply to all Content offered through the Service. The Usage Rules may include terms such as, but not limited to, the number of licenses that we may issue to you for each item of Content, the number of devices that may be simultaneously authorized to access the Service, any limitations on the number of times you may download or view Content, the number of times you may be permitted to "burn" Content on an optical device, the number of portable devices that may be simultaneously authorized to access the Service, whether any back up of Content is permitted, or any time limits on when you must download or view Content. You must download and/or view any final purchased or licensed audio or video presentations within the time period specified at your time of acquisition. Your ability to view Conditional Downloads will expire after the specified period of time. Your right to reinstall any Content will depend on the specific terms, Usage Rules and licensing restrictions imposed by the providers of the Content. The availability of Content for download, viewing or reinstallation may change from time-to-time depending on our distribution rights from our Content providers. If you subscribe to a package plan or other extended event plan, no refunds will be granted if you fail to download and/or view episodes after the expiration of the plan. Usages Rules may be reviewed on the Product Detail Page for any Content that you view or decide to purchase.

6. EQUIPMENT AND SOFTWARE. You must provide at your own expense Internet access, compatible software and compatible equipment to access and use the Service. You must ensure that you meet the system requirements that we will disclose to you when you sign up for a Service. You may need to download from us certain software to use our enhanced features and the Service. You may need to obtain updates or upgrades from time to time in order to continue using the Service. We may modify system requirements or the Software at any time.

WE MAKE NO WARRANTY THAT ANY PARTICULAR COMPUTER, PORTABLE DEVICE OR OTHER RECORDING DEVICE WILL BE COMPATIBLE WITH THE SOFTWARE AND SERVICE THAT WE PROVIDE TO YOU, THAT ANY DEVICE USING THE SOFTWARE AND SERVICE WILL FUNCTION IN ALL PLAYERS, OR THAT THE SERVICE WILL WORK ON THE EQUIPMENT AND SOFTWARE USED BY YOU. Computers, portable media devices and their software must be compatible with the Windows Media Digital Rights Management (DRM) platform and/or such other digital rights management technology that may be implemented from time to time. You may need certain download management software to enable the downloading of Audio/Video Downloads and Conditional Downloads or to transfer audio and video presentations to portable devices. We may modify the system requirements for the Service at any time.

7. DIGITAL RIGHTS MANAGEMENT. The Service and Software include technology that protects and imposes certain limits to your usage of audio and video presentations that you may download or view subject to the rights granted to the Service by our content providers ("Security Components"). You may not circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the Security Components. The Service has an automated system that will identify and count the number of licenses that you have obtained from us. We collect this data to ensure compliance with this Agreement and the Usage Rules, and to pay royalties to the artists and copyright owners and use it only in accordance with the information practices of our applicable privacy policies. The Security Components are provided in part by our suppliers, such as Microsoft. From time to time, your Media Player Software may directly connect to an Internet site operated by Microsoft to upgrade the Security Components on your software. Please go to the Windows Digital Rights Management Privacy Statement for more information on how Microsoft tracks and upgrades the Security Components on your Media Player Software. We or our content providers may install on your hard drive one or more deletion mechanisms that delete Content that is outside the license period for such Content. This deletion mechanism will be required to be installed on your hard drive in order for you to download any Content. We and our content delivery providers may verify such installation pursuant to means designated solely by them. We and/or our content providers may also use the Security Components to revoke any licenses granted to you if we believe you are in violation of this Agreement.

8. OBJECTIONABLE CONTENT. Certain Content may not be suitable to minors or other users. Such Content may or may not be identified as having explicit language. Therefore, you acknowledge that you are using the Service at your sole risk and that we have no liability to you for content that may be offensive. You are responsible for supervising the use of the Service by any minor.

9. CHANGES TO THIS AGREEMENT. You agree that we can make changes to this Agreement at any time. If you disagree with the changes to this Agreement, you must cancel your Service before the modifications take effect. Your ongoing use of any Service after the changes take effect signifies your agreement to the new terms.

10. YOUR REQUIREMENTS. You must be legally competent to enter into contracts. You must provide complete and accurate information about yourself, including accurate and up-to-date billing information. You agree to keep this information up-to-date. We may require that you register with us and obtain a User ID and a password in order to access certain features of the Service. You will select (or we may assign to you) a User ID that will be identified with you and any account that you may set up with us. You may not have a User ID that is vulgar, attempts to impersonate another person or violates the rights of others. We also may reject any User ID that we determine in our discretion is unacceptable for use with the Service. Additional terms and conditions may apply if you use the same User ID to access other services offered by our affiliates.

11. Your Information. You consent to the following information practices regarding your account and the choices that you can make about the use of your information when you transact with us ("Product information"). The Indieloo Privacy Policy explains the information practices that apply to your Product Information, as well as the choices you can make about the ways this information is used by us and our affiliated providers. You consent to the transfer of this information to and within the United States or other countries for processing and storage by us. Your Product information may be shared with our parent and affiliated companies. You agree that we may use your User ID to authenticate you on any service provided by us and our affiliates. Your use of other services, products, or third party offerings from our parent and affiliates are governed by their own privacy policies.

12. Your Responsibilities. The Service is for your personal use only. You are responsible for all activities under your account, including all legal liability incurred from the use of your account by you or others. You are responsible for keeping your password confidential. You may use the Service for lawful purposes only. You may not submit or transmit through the Service any material, or otherwise engage in any conduct that:

violates or infringes the rights of others including, without limitation, patent, trademark, trade secret, copyright, publicity or other proprietary rights;
is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, or contains explicit or graphic descriptions, or accounts of, sexual acts;
victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
impersonates any person, business or entity, including our company and our employees and agents;
contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorized use of a computer or computer network;
encourages conduct that would constitute a criminal offense, or that gives rise to civil liability;
violates this Agreement, guidelines or any policy posted on any Service; or
interferes with the use of any Service by others.

You may not:

use the Service in any way that may damage, disable, overburden, or impair our servers or networks;
interfere with any other party's use and enjoyment of the Service; and
try to gain unauthorized access to any services, user accounts, computer systems or networks, through hacking, password mining or any other means.

We may take any legal and technical remedies to prevent the violation of this provision and to enforce this Agreement, including without limitation, immediate termination of your account or access to the Service if we believe in our discretion you are violating this Agreement.

13. ACCESS COSTS. You must provide at your own expense the equipment and Internet connections that you will need to access and use the Service. If you access the Service through a telephone line, please call your local phone company to determine if the access numbers you select are subject to long distance or other toll charges at your location. Also, if you access the Service through wireless applications (e.g., cell phones), your carrier, such as a wireless carrier, may charge fees for alerts, web browsing, messaging and other services that require the use of airtime and wireless data services. Check with your carrier to verify whether there are any such fees that may apply to you.

14. FEES AND PAYMENT. You agree to pay the applicable fees and charges for subscriptions and purchases that you make from us. All charges are nonrefundable unless provided otherwise by us. We may limit the number of promotions for which you may be eligible in a given period. You must select a payment method to pay us for any subscription fees and all purchases made from us. You must give us accurate billing and payment information and keep this information up-to-date. We will bill you through the payment method that is associated with your account. You agree to pay us for all charges incurred under your account, including all applicable taxes, fees and surcharges. You authorize us to charge your designated payment method for these charges and to retain information about the payment method associated with your Account. If we do not receive payment from your designated payment method, you agree to pay all amounts due upon demand by us. We may, in its discretion, post charges to your payment method individually or may aggregate your charges with other purchases you make from us.

Every time you make a purchase or use the Service, you reaffirm that (i) we are authorized to charge your designated payment method; (ii) we may submit charges incurred under your Account for payment; and (iii) you will be responsible for such charges, even if your membership is canceled or terminated. You are responsible for all charges incurred under your account made by you or anyone who uses your account (including your children, family or friends).

Any monthly service fees will be charged one month in advance and are not refundable. We will automatically charge your payment method for your monthly service charges, and any applicable fees and taxes, after the last day of the billing period. Any pre-paid services or other subscription plans, such as seasonal or extended event passes, will be subject to supplemental terms that will be disclosed to you when you make your purchase and that will supplement this contract.

We may offer quick checkout or wallet features to store your payment information and facilitate your purchases on the Service (the "Wallet"). If you elect to use the Wallet for purchases, you agree that WE MAY CHARGE YOUR PAYMENT METHOD ON FILE WITH YOUR WALLET FOR ALL AMOUNTS DUE TO US WITHOUT ADDITIONAL NOTICE OR CONSENT and pursuant to the terms of this Agreement. You understand and agree that you can change your payment method on file with your Wallet by going to the "Support" area on the Service.

After 30 days from the date of any unpaid charges, your account will be deemed delinquent and we may terminate or suspend your account for nonpayment. We reserve the right to assess an additional 1.5 percent (or the highest amount allowed by law, whichever is lower) per month late charge if your payment is more than 30 days past due and to use alternate means to collect any unpaid charges. You are liable for any fees, including attorney and collection fees incurred by us in its efforts to collect any remaining balances from you.

15. BILLING DISPUTES. You must notify us about any billing problems or discrepancies within 30 days after they first appear on the statement you receive from your bank or credit card company. If you do not bring such problems or discrepancies to our attention within 30 days, you agree that you waive the right to dispute such problems or discrepancies.

16. CONTENT YOU POST TO PUBLIC AREAS. Certain areas of the Service may allow you to post or upload text, comments, video, audio and other material (generally, "Material") that can be accessed and viewed by others, including the public in general. You may only post or upload Material to public areas on the Service that you created or that you have permission to post. You may not post or upload Material that violates this Agreement. We do not claim ownership of any Material that you may post. However, by submitting Material to public areas of the Service, you grant us, our parent, affiliates, and distributors the right to use, copy, display, perform, distribute, adapt and promote this Material in any medium.

We are not liable for Material or Content that is provided by others. We have no duty to pre-screen Material or Content. We reserve the right to remove Material or Content for any reason, but we are not responsible for any failure or delay in removing such material. We are not responsible for content made available on the Internet. Any dealings that you have with advertisers found on the Service are between you and the advertiser and you acknowledge and agree that we are not liable for any loss or claim you may have against an advertiser.

17. SOFTWARE. We or our content providers and suppliers may provide you with software to use with the Service ("Software"). Such Software will be subject to the terms of the license agreement that accompanies the Software. If there is no license agreement presented to you with the Software, then we and our suppliers grant you a personal, non-exclusive, non-transferable, limited license to install the Software on any single computer or device from which you wish to access and use the Service. Such Software is protected by copyright and other intellectual property laws and treaties and owned by us or our suppliers. You may not sell or redistribute the Software. You may not incorporate it or any portion of it into another product. You may not reverse engineer, decompile or disassemble the Software or otherwise attempt to derive the source code (except where expressly permitted by law). You may not modify, adapt or create derivative works from the Software in any way or remove proprietary notices in the Software. You may access the Service only through the software, interfaces and protocols provided or authorized by us. You agree to abide by all laws and regulations in effect regarding your use of the Software and the Service. Finally, you may not authorize or assist any third party to do any of the things prohibited in this paragraph. Any rights not specifically licensed to you are reserved by the owner of the rights in the Software.

We may automatically check your version of the Software. We may automatically update the Software on your computer to improve the performance and capabilities of the Software. If you shut down the Software during an automatic update or otherwise interfere with the installation of the update, the Software may be damaged and/or cease to operate.

Your Software license will end on the date your applicable Service ends. Your license will also end if we modify the Service in a way that no longer supports the Software.

The Software is a "commercial item," as that term is defined in 48 C.F.R. 2.101, consisting of "commercial computer software" and "commercial computer software documentation," as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 27.405(b)(2) (June 1998) and 48 C.F.R. 227.7202, all U.S. Government end users acquire the Software with only those rights as set forth herein.

We are under no obligation to provide you with any error corrections, updates, upgrades, bug fixes and/or enhancements of the Software or the Service, although we may do so in our sole discretion.

18. DISCLAIMER OF WARRANTIES. We provide the Service "as is", "with all faults" and "as available." We, our content providers and other suppliers ("Service Providers") make no express warranties or guarantees about the Service. TO THE EXTENT PERMITTED BY LAW, THE SERVICE PROVIDERS DISCLAIM IMPLIED WARRANTIES THAT THE SERVICE IS MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING.THE SERVICE PROVIDERS DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, ACCURATE, MEET YOUR TASTES, OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OUR REPRESENTATIVES SHALL CREATE A WARRANTY. You may have additional consumer rights under your local laws that this contract cannot change. You use the Service at your own risk.

In the event you obtain any equipment, hardware or other devices from us to use with the Service ("Devices"), we will pass through any manufacturer warranties for such Devices (if applicable) and, at our discretion, we may offer from time to time other limited warranties or return policies on a particular Device ("Return Policy"). The Limited Warranty PROVIDED BY THE MANUFACTURER AND ANY APPLICABLE return policy are YOUR SOLE REMEDIES FOR ANY DEVICE PURCHASED FROM US and are expressly in lieu of all other warranties, either express or implied, including without limitation, all implied warranties of merchantability and fitness for a particular purpose.

19. LIMITATION OF LIABILITY. YOUR EXCLUSIVE REMEDY REGARDING ANY SOFTWARE PROVIDED BY US SHALL BE THE REPLACEMENT OF ANY SUCH SOFTWARE FOUND TO BE DEFECTIVE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY OTHER DISPUTE WITH THE SERVICE OR SERVICE PROVIDERS IS TO DISCONTINUE YOUR USE OF THE SERVICE OR TO CANCEL ANY SUBSCRIPTION THAT YOU MAY HAVE WITH US. IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO THE USE OF THE SERVICE EXCEED THE TOTAL AMOUNT OF SERVICE FEES THAT YOU PAID DURING A ONE-YEAR PERIOD FOR THE SPECIFIC SERVICE AT ISSUE.

THE SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF THE SERVICE AND SOFTWARE. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF THE SERVICE PROVIDCERS KNEW OR SHOULD HAVE KNOWN THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE SERVICE PROVIDERS? LIABILITY IN SUCH STATE OR JURISDICTION IS LIMITED TO THE EXTENT PERMITTED BY LAW.

20. TERMINATION AND CANCELLATION. Unless you are on a plan that requires a time commitment, you may cancel a subscription that you may have with a Service at any time, for any reason. If you are participating in any trial period offer, you must cancel the Service before the end of the trial period to avoid incurring charges. Certain services may require cancellation charges, and you will pay all cancellation charges as specified in the materials describing the offer.

We may cancel or suspend access to your Service at any time, without cause and/or without notice. Your right to use the Service will end once your Service is cancelled or terminated, and any data you have stored on the Service may be unavailable later. You remain responsible for paying any amounts owed on your account at the time your Service and/or account is terminated or cancelled.

21. INDEMINIFICATION. Upon a request by us, you agree to defend, indemnify, and hold harmless us and our subsidiaries, parent and other affiliated companies, and their employees, contractors, officers, and directors from all liabilities, claims, and expenses, including attorney's fees that arise from your use or misuse of the Service. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

22. ELECTRONIC CONTRACTING AND NOTICES. Your affirmative act purchasing or registering for our Service constitutes your electronic signature to this Agreement and your consent to enter into agreements with us electronically. You agree that we may send to you in electronic form any privacy or other notices, disclosures, reports, documents, communications or other records regarding the Service (collectively, "Notices"). We can send you electronic Notices (1) to the e-mail address that you provided to us during registration, (2) to any e-mail account you open with a Service, or (3) by posting the Notice on the applicable Service. The delivery of any Notice from us is effective when sent by us, regardless of whether you read the Notice when you receive it or whether you actually receive the delivery. You can withdraw your consent to receive Notices electronically by canceling or discontinuing your use of the applicable Service.

In order to receive Notices electronically, you must have a personal computer with a modem connected to a communications source (telephone, wireless or broadband), and a Windows-based operating system with an Internet browser or a Macintosh-based operating system with an Internet browser. You will need a printer attached to your personal computer to print any Notices. All contracts completed electronically will be deemed for all legal purposes to be in writing and legally enforceable as a signed writing.

23. ENTIRE AGREEMENT. This Agreement and any Usage Rules, price package offers, supplemental terms, policies, rules and guidelines posted on the Service constitute the entire agreement between you and us and supersede all previous written or oral agreements. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

24. CHOICE OF LAW AND LOCATION FOR RESOLVING DISPUTES. You agree that the law of the Commonwealth of Virginia governs this contract and any claim or dispute that you may have against us, without regard to Virginia's conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods shall have no applicability. You further agree that any disputes or claims that you may have against us will be resolved by a court located in the Commonwealth of Virginia.

PLEASE NOTE THAT BY AGREEING TO THIS AGREEMENT, YOU ARE: (1) WAIVING CLAIMS THAT YOU MIGHT OTHERWISE HAVE AGAINST US BASED ON THE LAWS OF OTHER JURISDICTIONS, INCLUDING YOUR OWN; (2) IRREVOCABLY CONSENTING TO THE EXCLUSIVE JURISDICTION OF, AND VENUE IN, STATE OR FEDERAL COURTS IN THE COMMONWEALTH OF VIRGINIA OVER ANY DISPUTES OR CLAIMS YOU HAVE WITH US; AND (3) SUBMITTING YOURSELF TO THE PERSONAL JURISDICTION OF COURTS LOCATED IN THE COMMONWEALTH OF VIRGINIA FOR THE PURPOSE OF RESOLVING ANY SUCH DISPUTES OR CLAIMS

25. ASSIGNMENT. We may assign this contract at any time without notice to you. You may not assign this contract to any one else.

26. Indieloo; RIGHTS OF CONTENT PROVIDERS. Indieloo is provided by Indieloo and its affiliates. You agree that any licensor or provider of the Content on the Service is a third party beneficiary of this Agreement ("Licensor"), and that such Licensor will have the right to enforce such provisions in its own name, whether at law or in equity, to the same extent as if such Licensor was a party to this Agreement.

Last Updated: 24JUL2007