TERMS of USE
Welcome to Universal Electronics Inc.'s ("UEI") Nevo web site (the "Nevo Site").
Please review the following rules that govern Your use of the Nevo Site (the
"Terms of Use"). Please note that Your use of the Nevo Site constitutes Your
agreement to follow and be bound by these rules. Any use in this Agreement of
the terms "we" or "us" or "our" means or refers to UEI and "You" or "Your"
means or refers to the Subscriber/User, Company, its agents, affiliates or
representatives.
BY REVIEWING THIS AGREEMENT AND BY PRESSING THE "ACCEPT" BUTTON AT THE BOTTOM OF
THIS AGREEMENT, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ, UNDERSTOOD, AND
AGREED TO THE FOLLOWING TERMS AND CONDITIONS. IF YOU DO NOT AGREE WITH THESE
TERMS AND CONDITIONS, PLEASE PRESS THE "DECLINE" BUTTON.
LAWFUL PURPOSEYou
shall use the Nevo Site for lawful purposes only. You shall not post or
transmit through the Nevo Site any material that violates or infringes in any
way upon the rights of others, that is unlawful, threatening, abusive,
defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane,
that constitutes hate speech intended to insult any race, ethnicity, religion,
sexual orientation, or national origin, or is otherwise objectionable, or that
assists or encourages conduct that would constitute a criminal offense, gives
rise to civil liability or otherwise violates any law, or that contains any
computer viruses or computer programs that are intended to damage,
detrimentally interfere with, or surreptitiously intercept or expropriate the
Nevo Site, or any other system data or information.
Any conduct by You that, in UEI's sole discretion and determination, restricts
or inhibits any other Subscriber/User from enjoying the Nevo Site will not be
permitted. You shall not use the Nevo Site to advertise or perform any
commercial solicitation, including, but not limited to, the solicitation of
Subscribers/Users of UEI to become subscribers/users of other services. UEI
retains the right to remove any and all postings on the Nevo Site at its sole
discretion and determination.
ELIGIBILITY
The services offered on the Nevo Site are only available to persons who can form
legally binding contracts under applicable law. By way of example, persons
under 18 years of age are not eligible to use the Nevo Site or the services
offered thereon.
PASSWORD
Your access to the Nevo Site is protected by the use of a password. It is Your
responsibility to guard this information and to keep it confidential. By
registering, You are authorizing UEI to treat any person using Your password as
You, and any resulting transactions, obligations and liabilities shall be
attributed to You as if You used the Nevo Site Yourself. With regard to any
transactions, obligations and liabilities attributed to Subscribers/Users under
a valid password, liability for such transactions, obligations and liabilities
shall also be attributed to any Company or other entity supplying the
Subscriber/User access to the Nevo Site and affiliated with or employing the
Subscriber/User as if the Company or other entity had used the Nevo Site
itself.
INTELLECTUAL PROPERTY
Unless otherwise noted, all materials, including images, illustrations, text,
designs, icons, photographs, software, video clips, and written and other
materials that are part of the Nevo Site (collectively, the "Content"), along
with any copyright, trademark, service mark, patent, trade dress and/or other
proprietary or intellectual property rights in the Nevo Site and the Content,
are owned by UEI, licensed to UEI or used with permission of their respective
owners.
UEI hereby authorizes You to make a single copy of the Content herein for Your
use in learning about, evaluating, or acquiring UEI's services described and
offered through the Nevo Site (the "Services"). No right, title or interest in
any downloaded materials or software or Content is transferred to You as a
result of such copying. You agree that You shall not alter or remove any
copyright notice or proprietary legend contained on the Nevo Site or its
Content and You also agree that any copy of the Content shall include UEI's
copyright notice or any other proprietary notice included therein. You agree
not to derive or attempt to derive the source code, source files or structure
of all or any portion of the Nevo Site or the Content by reverse engineering,
disassembly, decompiling or otherwise. You expressly agree that You shall not
attempt to, and have no right by virtue of this Agreement to, transfer or
sublicense any of the Content or any other material or software of UEI.
The Nevo Site contains UEI and third-party trademarks and service marks. All
marks are the property of their respective owners. All rights in the
intellectual property contained in the Nevo Site including copyright,
trademark, trade secret and patent rights are expressly reserved for the
ownership and benefit of UEI. Except as specifically provided herein, access to
the Nevo Site does not constitute a right to copy or use any of the
intellectual property included on the Nevo Site. You covenant that You will
take no action to register or otherwise interfere with or challenge any
intellectual property rights of UEI. You agree that You shall grant UEI a fully
transferable, non-exclusive, perpetual, royalty-free license to use, reproduce,
display, distribute and resell all logos and designs uploaded to the Nevo Site
by You ("Uploaded Design Content"), and You hereby covenant not to sue UEI, any
of its affiliates or agents or any other Subscriber/User with respect to such
Uploaded Design Content.
INDEMNIFICATION AND LIMITED LIABILITY
You agree to defend, indemnify and hold UEI, its subsidiaries, affiliates,
successors and assigns, and their respective, shareholders, directors,
officers, employees and agents harmless from and against any and all claims,
damages, costs and expenses, including attorneys' fees, arising from or related
to Your use of the Nevo Site.
UEI SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR
SPECIAL DAMAGES FOR HARM TO BUSINESS, LOST PROFITS, LOST SAVINGS OR LOST
REVENUES, WHETHER OR NOT UEI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. UEI SHALL NOT BE LIABLE FOR ANY DAMAGE THAT YOU MAY SUFFER ARISING OUT
OF YOUR USE, OR INABILITY TO USE, THE SERVICES OR PRODUCTS PROVIDED HEREUNDER.
UEI SHALL NOT BE LIABLE FOR UNAUTHORIZED ACCESS BY THIRD PARTIES TO YOUR
TRANSMISSION FACILITIES OR PREMISE EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO OR
ALTERATION, THEFT, LOSS OR DESTRUCTION OF YOUR NETWORK, SYSTEMS, APPLICATIONS,
DATA FILES, PROGRAMS, PROCEDURES, OR INFORMATION THROUGH ACCIDENT, FRAUDULENT
MEANS OR DEVICES, OR ANY OTHER METHOD. THESE LIMITATIONS OF LIABILITY SHALL
APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, OR TORT, AND SHALL
SURVIVE FAILURE OF AN EXCLUSIVE REMEDY.
LINKS TO OTHER WEB SITES AND SERVICES
The Nevo Site may contain links to third-party web sites, services or resources.
UEI does not control the availability and content of these third-party sites.
Any concerns regarding any such web site, service or resource, or any link
thereto, should be directed to the particular third-party service or resource
that provides the content. The existence of a link to a third-party site does
not constitute an endorsement or recommendation by UEI of the third party or
the third-party's site. UEI DISCLAIMS ALL LIABILITY FOR ANY LOSS OR DAMAGES
ARISING FROM THE CONTENT OF OR PROVISION OF SERVICES BY ANY THIRD-PARTY SERVICE
OR RESOURCE.
DISCLAIMER OF WARRANTY
THE NEVO SITE AND ALL CONTENT OF THE NEVO SITE AND THE NEVO SITE'S AVAILABILITY
ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS
OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE, NON-INFRINGEMENT,
OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
YOU ACKNOWLEDGE, BY YOUR USE OF THE NEVO SITE, THAT YOUR USE HEREOF IS AT YOUR
SOLE RISK, THAT YOU ASSUME FULL RESPONSIBILITY OR ALL COSTS ASSOCIATED WITH ALL
NECESSARY SERVICING OR REPAIRS OF ANY EQUIPMENT YOU USE IN CONNECTION WITH YOUR
USE OF THE NEVO SITE, AND THAT UEI SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY
KIND RELATED TO YOUR USE OF THE NEVO SITE.
SUBSCRIBER/USER COMMENTS, FEEDBACK AND SUBMISSIONS
Except as otherwise provided herein with respect to Uploaded Design Content, all
comments, feedback, postcards, suggestions, ideas, and other information and
textual material disclosed, submitted, conveyed or offered to UEI by You on or
through the Nevo Site or otherwise disclosed, submitted or offered in
connection with Your use of the Nevo Site (collectively, "Comments") shall be
and remain UEI's property and shall be deemed to be non-confidential. Such
disclosure, submission or offer of any Comments shall constitute an assignment
to UEI of all-worldwide rights, title and interests in any copyrights, patent
rights and other proprietary or intellectual property rights in the Comments.
Thus, You assign to UEI, and UEI will possess exclusive ownership of, all
rights, title and interests in any copyrights, patent rights and other
proprietary and intellectual property rights in the Comments and shall not be
limited in any way in its use, commercial or otherwise, of any Comments. UEI is
and shall be under no obligation (1) to maintain any Comments in confidence;
(2) to pay to You any compensation for any Comments; or (3) to respond to Your
Comments.
You agree that no Comments or Uploaded Design Content or any other submission
provided to the Nevo Site by You will violate any right of any third party,
including copyright, trademark, patent, privacy or other personal or
proprietary or intellectual property right(s). You further agree that no
Comments or Uploaded Design Content or other submission provided by You to the
Nevo Site will be or contain libelous or otherwise unlawful, abusive or obscene
material. You are and shall remain solely responsible for any Comments or
Uploaded Design Content You make, and You hereby covenant not to sue UEI, any
of its affiliates or agents or any other Subscriber/User with respect to any
Comments made by You, UEI or any other Subscriber/User. YOU FURTHER
SPECIFICALLY AGREE THAT UEI IS NOT IN ANY WAY OBLIGATED TO ACTIVELY MONITOR THE
NEVO SITE FOR OBJECTIONABLE OR OFFENSIVE OR UNLAWFUL COMMENTS OR UPLOADED
DESIGN CONTENT, AND YOU HEREBY HOLD HARMLESS AND COVENANT NOT TO SUE UEI, ITS
SUBSIDIARIES, AFFILIATES, SUCCESSORS AND ASSIGNS AND THEIR RESPECTIVE
SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS WITH RESPECT TO ANY
COMMENTS MADE BY YOU OR OTHERS AND UEI SHALL HAVE NO LIABILITY THEREFORE
WHATSOEVER. If such offensive, objectionable or unlawful comments are made
known to UEI by You, UEI will endeavor to evaluate such comments and, in the
exercise of its sole discretion, remove such comments if necessary.
GENERAL
We may change, move or delete portions of, or may add to, the Nevo Site from
time to time, including, but not limited to, content, hours of availability,
and equipment and/or software needed for access or use.
CHANGED TERMS
We may from time to time change the rules that govern Your use of the Nevo Site.
UEI shall have the right at any time, without providing individual notice, to
change, modify, add or delete any terms or conditions that apply to Your use of
the Nevo Site ("Changed Terms"). The Changed Terms shall be effective
immediately upon notice thereof, which may be given by any means including, but
not limited to posting the Changed Terms on the Nevo Site, or by electronic or
conventional mail, or by any other means which adequately provide notice
thereof. Any use of the Nevo Site by You after such notice shall be deemed to
constitute acceptance by You of the Changed Terms.
LOCAL LAWS AND TAXES
You are solely responsible for abiding by all applicable local, national and
governmental rules and regulations, including international and import/export
laws, that may apply to You. Your use of the Nevo Site shall be in accordance
with these laws. You are responsible for all sales, use, goods and services,
value added, and/or excise taxes that may be attributed to any transaction
conducted using the Nevo Site and escrow services, except for taxes based on
UEI' income. You are responsible for all import/export fees, duties and/or
licenses as may be required by the relevant governmental authorities. You are
responsible for supplying any restrictive legends or notices (e.g. copyright
notices) and for properly attributing trademarks, service marks, logos and
other propriety rights to their respective owners.
TERMINATION
This Agreement is effective unless and until terminated by either You or UEI.
Your continued use of the Nevo Site constitutes Your adherence to the terms of
this Agreement. Either party may terminate this Agreement at any time. Upon any
termination of this Agreement (1) You shall not be authorized to access the
Nevo Site or use any of the Content, (2) UEI may without notice deny Your
access to the Nevo Site, and (3) You must promptly destroy all materials
downloaded or otherwise obtained from the Nevo Site, as well as all copies of
such materials, whether made under the terms of this Agreement or otherwise.
The sections entitled Intellectual Property, Subscriber/User Comments, Feedback
and Submissions, Disclaimer of Warranty, Indemnification and Limited Liability,
and Miscellaneous shall survive termination.
PRIVACY AND SECURITY
UEI is committed to safeguarding Your privacy and security online. Please read
the following policy and procedures to understand how information will be
treated as You enjoy full use of our many offerings. This policy may change
from time to time so please check back periodically. UEI may monitor Your use
of the Nevo Site to gather statistical information to improve the Nevo Site.
UEI does not sell, rent or trade consumer mailing lists. All marketing efforts
we undertake are targeted toward a business audience only. For each visitor to
the Nevo Site, our Web server recognizes information regarding the originating
domain name or e-mail address. Any information volunteered by You, such as
survey information and/or web site registrations and/or product configurations
and other data uploaded from Your products to the Nevo Site may be used for
internal marketing purposes or to improve the operation or content of the Nevo
Site. Subscribers/Users that supply UEI with their postal address e-mail or
telephone number may receive periodic mailings, e-mail messages or telephone
contact from us with information on new UEI products and services. UEI may also
share information with its partners or with other companies that perform
functions on UEI's behalf. These agents will only have access to information,
as needed, but will be restricted from using the information for other
purposes. UEI may sell aggregated (non-personally identifiable) information
about its users, and their product preferences generally and may also release
personal information in accordance with any applicable laws, judicial orders or
in order to protect the rights, property or safety of UEI, its users or others.
Any information received by UEI may be subsequently assigned in connection with
any transfer of substantially all of its assets to a third party.
MISCELLANEOUS
Unless otherwise specified, this Nevo Site and the Contents thereof are
displayed solely for the purpose of promoting UEI's products and services. This
Nevo Site is controlled and operated by UEI from its offices in Cypress,
California.
This Agreement and any operating rules established by UEI constitute the entire
agreement of the parties with respect to the subject matter hereof. This
Agreement shall be construed in accordance with the laws of the State of
California, without regard to any conflict of law provisions. No waiver by
either party of any breach or default hereunder shall be deemed to be a waiver
of any preceding or subsequent breach or default. If any provision of this
Agreement is declared invalid or unenforceable, the remaining provisions of
this Agreement shall remain in effect. Any dispute arising under this Agreement
shall be resolved exclusively by the state and federal courts of the State of
California and You hereby submit the jurisdiction of said courts. The section
headings used herein are for convenience only and shall not be given any legal
import.