OnSign TV Terms of Use Agreement

This Terms of Use Agreement (“Agreement”) is made and entered into by and between OnSign TV Limited, a private limited company organized under the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“OnSign TV), and you (“You” or Your”), the user of the OnSign TV website and associated services (“Website”). Please take time to review this Agreement in full as it controls and governs your relationship with OnSign TV and your use of the Website.

BY USING THE WEBSITE, YOU AGREE AND MANIFEST YOUR ASSENT TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND YOU ARE REQUIRED TO READ ALL SECTIONS OF THIS AGREEMENT, INCLUDING THOSE RELATING TO ARBITRATION AND YOUR WAIVER OF CLASS ACTION RIGHTS. IF YOU DO NOT WISH TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU MUST IMMEDIATELY DISCONTINUE YOUR USE OF THE WEBSITE AND DELETE ANY ACCOUNT THAT YOU MAY HAVE CREATED WITH THE WEBSITE. ONSIGN TV RESERVES THE RIGHT TO AMEND, MODIFY, REPLACE, OR SUSPEND THESE TERMS AT ANY TIME WITHOUT PRIOR NOTICE. YOUR CONTINUED USE OF THE WEBSITE AFTER ONSIGN TV AMENDS, MODIFIES, OR REPLACES THESE TERMS CONSTITUTES YOUR MANIFESTATION OF ASSENT TO THE AMENDED, MODIFIED, OR REPLACED TERMS. IF YOU ARE UNDER THE AGE OF EIGHTEEN (18) OR THE AGE OF MAJORITY IN YOUR JURISDICTION, YOU ARE EXPRESSLY PROHIBITED FROM USING THIS WEBSITE.

1. Warranties. You warrant and agree that You have the right and legal capacity to enter into this Agreement and to adhere to its terms and conditions. You warrant that You are a human individual and that You are not a bot, script, or other computer or machine. You warrant that You are not prohibited from assenting to this Agreement by any preexisting Agreement. If You are using the Website on behalf of a third party, including but not limited to a business entity, You warrant that You are the authorized representative of that third party and have the authority to bind that third party to the terms of this Agreement. You warrant that you will adhere to all third-party terms of use, terms of service, and end user license agreements when using the Website.
2. Limited License. Subject to the terms of this Agreement, OnSign TV grants You a limited, non-exclusive, personal, non-transferrable, and revocable license to use the Website for its customary and intended purposes and subject to the terms of this Agreement. You understand and agree that OnSign TV reserves the right to terminate this Agreement and its associated license at any time, without prior notice, and within its sole and absolute discretion. Additionally, this limited license will terminate upon Your violation of any term of this Agreement or Your violation of any local, state, national, or international law or regulation.

As a condition precedent to the license granted under the terms of this Agreement, You understand and agree that You are expressly prohibited from:

1. Distributing, emulating, cloning, publishing, displaying, selling, assigning, sublicensing, renting, leasing, loaning, modifying, creating derivative works of, translating, or adapting the Website;
2. Decompiling, reverse engineering, disassembling, or hacking the Website;
3. Circumventing the Website’s technology protection measures;
4. Infringing upon the intellectual property or other proprietary rights of OnSign TV;
5. Using the Website to violate any applicable law, statute, regulation, ordinance, or treaty, whether national or international;
6. Using the Website to violate the rights of third parties, including, but not limited to, personal or proprietary rights;
7. Removing or altering any proprietary notices contained within the Website, including, but not limited to, copyright and trademark notices;
8. Imposing a disproportionate load on the Website or its server infrastructure or otherwise attempting to interfere with the operation of the Website;
9. Submitting or utilizing any virus, worms, Trojan horses, or other code that might disrupt, disable, harm, erase memory, or otherwise impede the operation, features, or functionality of the Website;
10. Attempting to gain access to the private data, network, personal information, or personally identifiable information of a user of the Website or of a third party;
11. Posting or transmitting content intended to collect personal or personally identifiable information from users of the Website or third parties;
12. Harassing another user of the Website;
13. Harassing a third party through Your use of the Website;
14. Posting or transmitting content that threatens or encourages bodily harm or the destruction of property through the Website;
15. Posting or transmitting content that constitutes fraud, an unwanted commercial solicitation, a phishing scam, a pyramid, or a chain letter through the Website; and
16. Posting or transmitting content that is false, inaccurate, misleading, tortious, defamatory, vulgar, obscene, libelous, invasive, hateful, or otherwise objectionable.

You understand and agree that You are prohibited from using the Website in any way inconsistent with or in violation of this Agreement or any local, state, national, or international laws or regulations.

3. User Account. OnSign TV may provide You with the ability to register a user account (“User Account”), which will provide access to the Website. Your User Account is protected by a username and password. You recognize that You are solely responsible for maintaining the security and confidentiality of Your username and password and that You are responsible for any unauthorized access to Your User Account. In the event Your User Account is accessed without Your authorization, You agree to notify OnSign TV immediately. OnSign TV reserves the right to restrict access to, suspend, disable, or delete Your User Account at any time, in its sole discretion, and without prior warning.
4. User-Generated Content. OnSign TV may provide you with the ability to upload, contribute, or transmit user-generated content to or through the Website, including, but not limited to, text, photographs, images, videos, and audio files (collectively “User-Generated Content”). You warrant that your User-Generated Content will not (i) violate any law, statute, regulation, or ordinance, whether local, state, provincial, national, or international, (ii) violate any term or condition of this Agreement, or (iii) violate the rights of third parties, including intellectual property rights and any other personal or proprietary rights. By submitting User Generated Content to the Website, you grant OnSign TV a non-exclusive, irrevocable, royalty free, worldwide, and perpetual license to use your User-Generated Content for the customary and intended purposes of the Website. The customary and intended purposes of the Website may include, but are not limited to, displaying the Website’s content to you or to third parties, providing the Website’s services to you or to third parties, and archiving or making backup copies of the Website. By submitting User-Generated Content to the Website, you waive all moral rights or rights of publicity or privacy with respect to the User-Generated Content submitted to the Website. When posting User-Generated Content to the Website, you warrant that your User Generated Content will be accurate, truthful, non-deceptive, and complete.
5. Proprietary Rights. You understand and agree that the Website, including, but not limited to, its source code, data, selection and arrangement, executable code, structure, and organization, contains the valuable trade secrets and intellectual property of OnSign TV. Under the terms of this Agreement, You do not acquire any ownership rights to the Website or the data or content contained therein. You acquire only a limited license to use the Website subject to the terms of this Agreement. All other rights are reserved by OnSign TV.
6. Trademarks. You acknowledge and agree that any and all trademarks, trade names, design marks, or logos displayed on or through the Website by OnSign TV, including, but not limited to, ONSIGN TV, are common law or registered trademarks owned by or licensed to OnSign TV. You are expressly prohibited from using the trademarks of OnSign TV to cause confusion in, to cause mistake in, or to deceive consumers, or from falsely designating the origin of, the source of, or the sponsorship of Your goods or services. You are further prohibited from using the trademarks of OnSign TV in domain names, in keyword advertisements, to trigger keyword advertisements, or in meta tags. All other trademarks, trade names, design marks, or logos are the property of their respective owners.
7. OnSign TV as Service Provider. You understand and agree that OnSign TV provides the Website as a service and will not be held liable for and takes no responsibility for any interactions by and between users of the Website. You understand and agree that OnSign TV is an interactive computer service as those terms are defined under Section 230 of the Communications Decency Act and that OnSign TV cannot be held liable for any commercial or personal torts in its role as a publisher of information provided by third parties. Though OnSign TV may edit, remove, or control the content submitted to and displayed through the Website by third parties, it will not be held liable for that content. The Website may contain links to third-party websites. The inclusion of such links does not imply approval or endorsement of the linked site by OnSign TV.
8. Payment. When You register and use a User Account to access the Website, OnSign TV may provide You with the ability to make payments to OnSign TV for services, including, but not limited to, for the licensing of the Website. All fees paid to OnSign TV will be payable in the amounts and upon the payment schedule listed in the Website or on the OnSign TV website. All payments made to OnSign TV are non-refundable. You represent and warrant that You will timely pay all fees and charges, including, but not limited to, in those instances in which You agree that OnSign TV may charge Your payment method on a reoccurring basis. OnSign TV reserves the right to terminate Your User Account and access to the Website for Your failure to timely pay. All fees will be quoted and payable in United States Dollars. You agree that You will not initiate any chargebacks against OnSign TV unless approved by OnSign TV in writing. You understand and agree that You will be held responsible for any costs or fees associated with any unauthorized chargebacks. Any disputes as to payment must be brought to OnSign TV’s attention in writing within thirty (30) days or will otherwise be barred.
9. Taxes. You agree that You will pay all taxes assessed by governmental bodies, whether local, state, provincial, national, or international, associated with Your use of the Website. OnSign TV will report as income all payments received from You to OnSign TV to all proper taxing authorities.

10. Copyright Policy.

1. 1. OnSign TV will respond to all duly authorized notices of alleged infringement that comply with the Digital Millennium Copyright Act. If you believe that a user of the Software has infringed upon your copyright rights, you may provide OnSign TV with a notice of copyright infringement that complies with § 512 of the Digital Millennium Copyright Act. Upon receipt of a notice that complies with the Digital Millennium Copyright, OnSign TV will make a good faith attempt to notify the owner or uploader of the allegedly infringing content so that they can respond with a counter-notification under the Digital Millennium Copyright Act.

1. 2. All notices of copyright infringement submitted to OnSign TV must contain the following:

1. 1. 1. the physical or electronic signature of a person authorized to act on behalf of the copyright owner;
      2. identification of the copyrighted work(s) alleged to have been infringed;
      3. the location of the copyrighted work(s) in the Software;
      4. your contact information, such as an address, telephone number, fax number, or email address;
      5. a statement that you have a good faith belief that the use of the allegedly infringing content is not authorized by the copyright owner, its agent, or the law; and
      6. a statement, under penalty of perjury, that the information contained in the notification is accurate and that you are authorized to act on behalf of the copyright owner

1. 3. Upon receipt of a duly authorized notice of infringement, OnSign TV will undertake reasonable efforts to notify the poster of the allegedly infringing content so that the poster may issue a counter-notification. Counter-notifications must contain the following:

1. 1. 1. The physical or electronic signature of the User;
      2. Identification of the material that has been removed or the location where the material previously appeared;
      3. A statement, under penalty of perjury, that the subscriber has a good faith belief that the material was removed due to mistake or misidentification; and
      4. The subscriber’s name, address, and telephone number and a statement that the subscriber consents to the jurisdiction of the federal district court in which the subscriber is located.

1. 4. All notices of infringement may be sent to copyright@onsign.tv.

11. Term and Termination. The term of this Agreement will begin upon Your first accessing of the Website and will continue until the earlier of the following: (i) OnSign TV terminates Your access to the Website; or (ii) You cease using the Website and terminate Your User Account. OnSign TV reserves the right to terminate the Website or Your access to the Website in its sole and absolute discretion and without prior notice.

12. Disclaimer of Warranties and Limitation of Liability. YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE IS PROVIDED ON AN “AS-IS” BASIS AND WITHOUT WARRANTY OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AND NON-INFRINGEMENT. WHEREVER PERMITTED BY LAW, YOU ACKNOWLEDGE THAT OnSign TV WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CLAIMS, DAMAGES, JUDGMENTS, CHARGES, OR FEES ARISING OUT OF OR RELATED TO YOUR USE OF OR ACCESS TO THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY DAMAGES, CONSEQUENTIAL DAMAGES, SPECIAL DAMAGES, INCIDENTAL DAMAGES, PUNITIVE DAMAGES, EXEMPLARY DAMAGES, COSTS AND ATTORNEYS’ FEES, DAMAGES ARISING OUT OF ERRORS OR OMISSIONS, AND DAMAGES ARISING OUT OF THE UNAVAILABILITY OF THE WEBSITE OR DOWNTIME. YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK AND THAT OnSign TV’S LIABILITY IS LIMITED TO THE AMOUNT THAT YOU PAID TO USE THE WEBSITE OR $1,000, WHICHEVER IS LESS.

13. Indemnification. You agree to indemnify, defend, and hold harmless OnSign TV, its officers, shareholders, directors, employees, subsidiaries, affiliates, and representatives, from any and all losses, including, but not limited to, costs and attorneys’ fees, arising out of or related to (i) Your use of the Website, (ii) Your violation of any term or condition of this Agreement; (iii) Your violation of the rights of third parties, including, but not limited to, intellectual property rights or other personal or proprietary rights; and (iv) violation of any law, statute, ordinance, regulation, or treaty, whether local, state, provincial, national, or international. Your obligation to defend OnSign TV will not provide You with the ability to control OnSign TV’s defense, and OnSign TV reserves the right to control its defense, including its choice of counsel and whether to litigate or settle a claim subject to indemnification.

14. Arbitration. Any dispute, controversy, difference, or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The place of arbitration shall be Hong Kong Special Administrative Region of the People’s Republic of China. The arbitration shall be governed by the laws of the Hong Kong Special Administrative Region of the People’s Republic of China. Said arbitration shall be enforceable consistent with The Convention on the Recognition and Enforcement of Foreign Arbitral Awards, commonly referred to as the New York Convention. The number of arbitrators shall be one and the arbitration proceedings shall be conducted in English.

YOU UNDERSTAND AND AGREE THAT CLASS OR COLLECTIVE ARBITRATION IS PROHIBITED UNDER THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT NO CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL THEORIES OF LIABILITY OR REQUESTS FOR RELIEF MAY BE ASSERTED IN ANY ARBITRATION PROCEEDING HELD UNDER THIS AGREEMENT. ANY QUESTION CONCERNING THE INTERPRETATION OF OR ENFORCEABILITY OF THIS CLASS ACTION WAIVER WILL BE DECIDED BY A COURT AND NOT THE ARBITRATOR.

15. Force Majeure. OnSign TV will not be responsible for any delay or failure in performance of the Website arising out of any cause beyond OnSign TV’s control, such as acts of God, war, riots, fire, terrorist attacks, power outages, severe weather, or other accidents.

16. Survivability. The representations, warranties, duties, and covenants made by You under this Agreement will survive the termination of this Agreement, Your User Account, or the Website, including, but not limited to, Your duty to indemnify and defend OnSign TV.

17. Assignment. You are expressly prohibited from assigning Your rights and duties under this Agreement. OnSign TV reserves the right to assign its rights and duties under this Agreement, including in a sale of OnSign TV or the Website.

18. Waiver and Integration. No term or condition of this Agreement or breach of this Agreement will be deemed to have been waived or consented to unless said waiver is writing and signed by the party to be charged. This Agreement is the entire agreement between the parties and supersedes all previous agreements or representations between the parties.