Web Site Terms and Conditions (Updated June 2008)

This web site ("Site") is owned, operated and provided to you ("You") by TV Compass Inc. ("TVC"). If You proceed to use the TVC resources located at this Site, You agree to abide by these Terms of Use and to our Privacy Policy. If You do not wish to abide by these Terms of Use then You may not use this Site. TVC may from time to time revise these Terms of Use by updating this posting. You should therefore periodically visit this page to review the current Terms of Use, so You are aware of any such revisions to which You are bound. Your continued use of this Site and the resources enabled by the Site will signify and represent Your acceptance of the current Terms of Use.

Description of Resources

Through this Site, TVC provides You with access to a variety of resources, including product support information, application and downloads (collectively "Resources"). The Resources, including any updates, enhancements, and new features are subject to the Terms of Use.

Privacy Policy

TVC is committed to protecting the privacy of individuals and of families. TVC, through the Smart Remote™ collects information from its users including Anonymous Viewing, Product Usage Information and Device Diagnostic Information.

TVC does NOT share any personally identifiable information of an individual or household but rather collects and use this aggregated information from its users registering for the service. TVC will use information generally to compile statistical data to share with our business partners.

This information use and sharing allows us to provide our Products and Services (including the Resources) to you and make an enhanced experience avaliable to you.

Other than as set forth in this Privacy Policy, we will not disclose your personal or household information to any third parties unless we obtain your prior consent or are legally compelled to do so.

TVC understands and appreciates that its success is based in large part upon individuals’ trust and confidence in TVC’s ability to protect personal information. TVC will appropriately safeguard private information. We have policies and procedures in place to protect the privacy and confidentiality of your information that we collect and maintain. All personal information is stored on our secured servers, behind a firewall at a data center with access to data strictly controlled.

This website is not intended for users under the age of 13.

Password and Security

If any of the Resources require You to register with TVC, You must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You also will choose a password. You are entirely responsible for maintaining the confidentiality of Your password and account. Furthermore, You are entirely responsible for any and all activities that occur under Your account. You authorize TVC to assume that any person using the Site with Your password and user name either is You or is authorized to act for You. You agree to notify TVC immediately of any unauthorized use of Your account or any other breach of security. TVC will not be liable for any loss that You may incur as a result of someone else using Your password or account, either with or without Your knowledge. However, You could be held liable for losses incurred by TVC or another party due to someone else using Your account or password. You may not use anyone else's account at any time, without the express permission of the account holder.

Third Party Companies and Products

Mention of third party products, companies, and Web sites (including links to other websites) on this Site is for informational purposes only and constitutes neither an endorsement nor a recommendation. TVC provides this information only as a convenience to You and TVC makes no representation whatsoever regarding the content of any other Web sites. When You access a non-TVC site, please understand that it is independent from TVC and that TVC has no control over the contents on that Web site. A link out to a non-TVC Web site does not mean that TVC endorses or accepts any responsibility for the content or use of such Web site. TVC makes no representations regarding the quality, safety or suitability of any products or services by third party companies. All third party products and services must be ordered directly from the vendor and all licenses and warranties, if any, are made between You and the vendor. We suggest that you seek out and familiarize yourself with such privacy policies of such third parties, as they may be different from ours.

Personal and Non-Commercial Use Limitation

The contents of this Site, including the text, images, audio and video (collectively referred to herein as "Materials") and the Resources are for Your personal and non-commercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell the Materials or any information, software, products or features obtained from the Resources, expect to the extend specifically allowed in the section below.

Notice Specific To Documents Available On This Site

Limited P permission to use Documents (such as white papers, press releases, and FAQs) from the Site is granted, provided that (1) the below copyright notice appears in all copies and that both the copyright notice and this permission notice appear, (2) use of such Documents from the Resources is for informational and non-commercial or personal use only and will not be copied or posted on any network computer or broadcast in any media, and (3) no modifications of any Documents are made. Accredited educational institutions, such as K-12, universities, private/public colleges, and state community colleges, may download and reproduce the Documents for educational purposes only for distribution in the classroom. Distribution outside the classroom requires express written permission.

Trademark Information

“TV Compass”, the TV Compass logo, “click365”, “Smart Remote” are trademarks of TV Compass Inc. The absence of a product or service name or logo belonging to TV Compass Inc. or anywhere in the text of this Site does not constitute a waiver of TVC’s trademark or other intellectual property rights concerning that name or logo or derivations of them. All other products and brand names are trademarks and/or registered trademarks of their respective companies. TVC disclaims any and all rights in these marks.

Our trademarks may not be used (i) to identify products or services that are not TVC's, (ii) in any manner likely to cause confusion, (iii) in or as a part of Your own trademarks or trademark of others, (iv) in a manner that implies that TVC sponsors or endorses Your products or services or (v) in any manner that disparages or discredits TVC.

No Unlawful or Prohibited Use

As a condition of Your use of the Site, the Materials and Resources, You will not use the Site, the Materials and Resources for any purpose that is unlawful or prohibited by these terms and conditions. You may not use the Site, the Materials or Resources in any manner that could damage, disable, overburden, or impair any TVC server, or the network(s) connected to any TVC server, or interfere with any other party's use and enjoyment of the Site, the Materials or any Resources. You may not attempt to gain unauthorized access to the Site, the Materials or any Resources, other accounts, computer systems or networks connected to any TVC server or to any of the Materials or Resources, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Material or Resources.

Violations of any of the above, including intellectual property infringement and Site or service security issues, will be reviewed, and if necessary or advisable, may be investigated by TVC and/or prosecuted to the fullest extent of the law, whether civil or criminal. TVC may involve, and will cooperate with, law enforcement authorities in prosecuting users who violate these Terms of Use.

Transfers of Information with Sale, Merger or other Business Transaction

As our business continues to develop, we may consider buying, selling, merging with or partnering with other companies. Information about our users may be included or transferred with such transactions. Note that we may not provide you notice before disclosure in such events.

Indemnity

You agree to defend, indemnify, and hold harmless TVC, its officers, directors, employees and agents, from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, made by any third party due to or resulting from Your use of the Site, the Materials or Resources, or Your violation of these Terms of Use.

Termination

If You violate any of these terms, Your permission to use the Resources enabled by the Site will automatically terminate, and we may end Your authorization to use the Site. We may terminate Your authorization to use the Site or Remote Scheduling feature at any time. We would likely terminate Your authorization if You do not visit the Site for an extended period of time, or we reasonably believe that You have violated or acted inconsistently with the letter or spirit of this Terms of Use, or violated our rights or those of another party. The termination of Your authorization to use this Site shall not terminate any provisions which, by their nature, are intended to survive termination, including but not limited to provisions relating to indemnification, limitation of liability, and proprietary rights.

Feedback and Information

Any feedback You provide at this Site shall be deemed to be non-confidential. TVC and its affiliates shall be free to use such information for any purpose on an unrestricted basis in accordance with applicable laws.

Limitation of Liability

YOU AGREE THAT NEITHER TVC NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, MAINTAINING OR DELIVERING THE SITE SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES RESULTING FROM YOUR ACCESS TO, OR USE OF, OR INABILITY TO USE THE SITE, THE MATERIALS, INFORMATION, RESOURCES, CONTENT OR ADVERTISEMENTS CONTAINED ON OR OTHERWISE ACCESSED THROUGH THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE KNOW OF THE POSSIBILITY OF SUCH DAMAGE. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT TVC IS NOT RESPONSIBLE FOR THE CONTENT OF ANY APPLICATION OR CONTENT ON YOUR SMART REMOTE OR ANY OTHER PRODUCT OR DEVICE. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF DAMAGES, IN WHICH CASE THE ABOVE LIMITATION OR EXCLUSION WILL NOT APPLY TO YOU. IN NO EVENT SHALL TVC'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS SITE.

Disclaimer

TVC takes reasonable steps to ensure that the information and data contained in the Site [Materials is a defined term here, use instead?] are to be accurate and reliable, however, since the information and data have been compiled by TVC from a variety of sources, TVC does not represent or guarantee the truthfulness, accuracy, reliability, completeness or timeliness of the Materials. In particular, TVC has no control over the quality, availability, safety, legality, truthfulness or accuracy of any listings or programming information.

THIS SITE IS PROVIDED BY TVC ON AN "AS IS" BASIS. TVC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, THE INFORMATION, CONTENT, MATERIALS OR PRODUCTS, INCLUDED ON THIS SITE, INCLUDING THE ACCURACY, TIMELINESS OR COMPLETENESS OF THE INFORMATION PROVIDED ON THE SITE, OR OTHER SITES HYPERLINKED TO THE SITE, OR A USER'S RELIANCE ON OR USE OF ANY INFORMATION OR TOOLS PROVIDED ON OR THROUGH THE SITE, OR ANY FAILURE OF PERFORMANCE CAUSED BY OR ARISING OUT OF USE OF OR ACCESS TO ANY CONTENT OR INFORMATION CONTAINED IN THE SITE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TVC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

FURTHER, TVC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED ON THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU (AND NOT TVC) ASSUME THE ENTIRE COST OF ALL NECESSARY MAINTENANCE, REPAIR OR CORRECTION. TVC ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THE SITE.

Applicable Law and Jurisdiction

This Site is created and controlled by TVC Inc. in the State of Illinois, USA. TVC makes no representation that Materials on the Site are appropriate or available for use in other locations. If You access this Site from another location, You do so on Your own initiative and are responsible for compliance with local laws, if and to the extent they are applicable. All information available on this Site is subject to U.S. export control laws and may also be subject to the laws of the country where You reside.

By accessing this Site, You agree that the laws of the State of Illinois will govern all matters relating to this Site, without giving effect to any principles of conflicts of laws. You also agree that state or federal courts located in Cook County, Illinois shall have exclusive jurisdiction on all disputes relating to this Site. You agree that any dispute relating to this Site must be brought within twelve months of the event giving rise to the claim.

General Provisions

You are responsible for compliance with applicable local laws, keeping in mind that access to the Materials may not be legal by certain persons or in certain countries. These Terms of Use are personal to You. You may not transfer, assign or delegate this Terms of Use to anyone without the express written permission of TVC. Any attempt by You to assign, transfer or delegate these Terms of Use without the express written permission of TVC shall be null and void. The paragraph headings in these Terms of Use are included to help make the agreement easier to read and have no binding effect. These Terms of Use comprise the entire agreement between You and TVC with respect to the use of the Site and supersede all prior agreements between the parties regarding the subject matter contained herein.

Any rights not expressly granted herein are reserved.

BY USING THIS SITE, I REPRESENT THAT I HAVE READ, UNDERSTOOD, AND AGREE TO ALL OF THE TERMS AND CONDITIONS AS STATED ABOVE.