Terms of Use

These Terms of Use (“Terms”) govern your access to and use of the website of SPORFIE (“Site”) and the application of SPORFIE (“App”), operated and provided by Nagravision SA (“NAGRAVISION”) and any videos, information, text, links, graphics, photos, music, sound, software, scripts, audiovisual combination, interactive features or other materials or arrangements of materials uploaded, downloaded or appearing on the Site and/or the App (collectively referred to as “Content”).

By using the Site and/or the App you agree to be bound by these Terms.

If you do not agree to these terms, you should not obtain information from or otherwise use Site and/or the App.

These Terms supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to the App and Site, the content provided by or through the App and/or Site, and the subject matter of these Terms. These Terms may be amended at any time by us from time to time without specific notice to you. The latest Terms will be posted on the App and Site, and you should review these Terms prior to using the App and/or Site.

Your SPORFIE user account

In order to access some features of the App and or the Site, you will have to create a SPORFIE account. When creating your account, you must provide accurate and complete information. It is important that you must keep your SPORFIE account and related credentials, such as login links sent to your email and password secure and confidential.

You must notify NAGRAVISION immediately of any breach of security or unauthorised use of your SPORFIE account that you become aware of.

You agree that you will be solely responsible (to NAGRAVISION, and to others) for all activity that occurs under your SPORFIE account, whether or not actually or expressly authorized by you.

General restrictions on use

NAGRAVISION hereby grants you permission to access and use the App and/or the Site, subject to the following express conditions, and you agree that your failure to adhere to any of these conditions shall constitute a breach of these Terms on your part:

a. you agree to use the App and/or the Site strictly in compliance with the terms described herein and with those listed in the SPORFIE Community Guidelines.

b. you agree not to distribute any part of or parts of the App and/or the Site, including but not limited to any Content, in any medium without NAGRAVISION’s prior written authorisation, unless NAGRAVISION makes available the means for such distribution through functionality offered by the App and/or the Site;

c. you agree not to alter or modify any part of the App and/or the Site;

d. you agree not to access Content through any technology or means other than the video playback pages of the App or the Site itself or such other means as NAGRAVISION may explicitly designate for this purpose;

e. you agree not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the App and/or the Site or features that (i) prevent or restrict use or copying of Content or (ii) enforce limitations on use of the App and/or the Site or the content accessible via the App and/or the Site;

f.you agree not to use the App and/or the Site for any of the following commercial uses unless you obtain NAGRAVISION’s prior written approval:

i. the sale of access to the App and/or the Site;

ii. the sale of advertising, sponsorships or promotions placed on or within the App and/or the Site, or Content;

iii. the sale of advertising, sponsorships or promotions on any page of an ad- enabled blog or Site containing Content delivered via the App and/or the Site unless other material not obtained from NAGRAVISION appears on the same page and is of sufficient value to be the basis for such sales;

g. prohibited commercial uses shall not include (i) uploading an original video to NAGRAVISION, (ii) maintaining an original channel on the App and/or the Site in order to promote a business or artistic enterprise, (iii) showing NAGRAVISION videos through an ad-enabled blog or website, subject to those advertising restrictions set out in f.(iii) above; and (iv) any use that is expressly authorised by NAGRAVISION in writing;

h. you agree not to use or launch any automated system (including, without limitation, any robot, spider or offline reader) that accesses the App and/or the Site in a manner that sends more request messages to the NAGRAVISION servers in a given period of time than a human can reasonably produce in the same period by using a publicly available, standard (i.e. not modified) web browser;

i. you agree not to collect or harvest any personal data of any user of the App and/or Site (and agree that this shall be deemed to include SPORFIE account names);

j. you agree not to use the App and/or the Site for the solicitation of business in the course of trade or in connection with a commercial enterprise;

k. you agree not to solicit, for commercial purposes, any users of the App and/or the Site with respect to their Content; and

l. you agree not to access Content for any reason other than your personal, non-commercial use solely as intended through and permitted by the normal functionality of the App and/or the Site, and solely for Streaming and downloading when offered by the App and/or the Site. “Streaming” means a contemporaneous digital transmission of the material by NAGRAVISION via the Internet to a user operated Internet enabled device in such a manner that the data is intended for real- time viewing and not intended to be downloaded (either permanently or temporarily), copied, stored, or redistributed by the user.

m. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Content for any other purposes without the prior written consent of NAGRAVISION or the respective licensors of the Content.

You agree that you will comply with all of the other provisions of these Terms at all times during your use of the App and/or the Site.

NAGRAVISION is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the App and/or the Site which NAGRAVISION provides may change from time to time without prior notice to you.

As part of this continuing innovation, you acknowledge and agree that NAGRAVISION may stop (permanently or temporarily) providing the App and/or the Site (or any features within the App and/or the Site) to you or to users generally at NAGRAVISION’s sole discretion, without prior notice to you. You may stop using the App and/or the Site at any time. You do not need to specifically inform NAGRAVISION when you stop using the App and/or the Site.

You agree that you are solely responsible for (and that NAGRAVISION has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which NAGRAVISION may suffer) of any such breach.

 

Content you produce or capture and/or share

Content may be provided by users of the App and/or the Site. As a SPORFIE account holder you may submit, capture and/or share Content (“Your Content”). You understand that whether or not Content is published, NAGRAVISION does not guarantee any confidentiality with respect to Content.

You retain all of your ownership rights in Your Content, but you are required to grant limited licence rights to NAGRAVISION and other users of the App and/or the Site. These are described in section “Rights you licence” of these Terms.

You understand and agree that you are solely responsible for Your Content and the consequences of posting, publishing or sharing it. NAGRAVISION does not endorse any Content or any opinion, recommendation, or advice expressed therein, and NAGRAVISION expressly disclaims any and all liability in connection with Content.

You represent and warrant that you have (and will continue to have during your use of the App and/or the Site) all necessary licenses, rights, consents, and permissions which are required to enable NAGRAVISION to use Your Content for the purposes of the provision of and use of the App and/or the Site by NAGRAVISION, and otherwise to use Your Content in the manner contemplated by the App and/or the Site and these Terms.

You agree that you will not post, capture and/or share any Content which contains material which it is unlawful for you to possess in the country in which you are resident, or which it would be unlawful for NAGRAVISION to use or possess in connection with the provision of the App and/or the Site.

You agree that Your Content you submit, capture and/or share to the App and/or the Site will not contain any third party copyright material, or material that is subject to other third party proprietary rights (including rights of privacy or rights of publicity), unless you have a formal licence or permission from the rightful owner, or are otherwise legally entitled, to post the material in question and to grant NAGRAVISION the licence referred to in the first paragraph the section “Rights you licence” of these Terms below.

On becoming aware of any potential violation of these Terms, NAGRAVISION reserves the right (but shall have no obligation) to decide whether Content complies with the content requirements set out in these Terms and may remove such Content and/or terminate a User’s access for uploading Content which is in violation of these Terms at any time, without prior notice and at its sole discretion.

You further understand and acknowledge that in using the App and/or the Site, you may be exposed to Content that is factually inaccurate, offensive, indecent, or otherwise objectionable to you. The App and/or the Site allow you to report such Content to NAGRAVISION to review and enforce compliance of our Community Guidelines. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against NAGRAVISION with respect to any such Content.

Rights you licence

When you upload or capture Content to the App and/ the Site, you grant:

a. to NAGRAVISION, a worldwide, non-exclusive, royalty-free, transferable licence (with right to sub-licence) to use, reproduce, distribute, prepare derivative works of, display, and perform that Content in connection with the provision of the App and/or the Site and otherwise in connection with the provision of the App and/or the Site and NAGRAVISION’s business, including without limitation for promoting and redistributing part or all of the Content (and derivative works thereof) in any media formats and through any media channels;

b. to each user of the App and/or the Site, a worldwide, non-exclusive, royalty- free licence to access your Content through the App and/or the Site, and to use, reproduce, distribute, prepare derivative works of, display and perform such Content to the extent permitted by the functionality of the App and/or the Site and under these Terms.

The above licenses granted by you in Content terminate when you remove or delete your Content from the Site. The above licenses granted by you in textual comments you submit as Content are perpetual and irrevocable, but are otherwise without prejudice to your ownerships rights, which are retained by you as set out in second paragraph of section “Content you produce or capture and/or share” above.

Limited Right to Use

Unless otherwise expressly agreed in writing by NAGRAVISION, the viewing, printing or downloading of any Content from the App and/or the Site grants you only a limited, nonexclusive license for use solely by you for personal, internal, non-commercial purposes and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works or other use. No part of any Content may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal, internal, non-commercial use (but not for resale or redistribution). The rights specified above to view, download and print the Content are not applicable to the design or layout of the App and/or the Site. Elements of the App and/or the Site are protected by copyright and other laws and may not be copied or imitated in whole or in part.

Intellectual Property Rights on Material

“Material” includes NAGRAVISION Content on the Site not submitted to the App and/or the Site by you. All Material on the App and/or the Site is either owned by or licensed to NAGRAVISION, and is subject to copyright, trade mark rights, and other intellectual property rights of NAGRAVISION or NAGRAVISION’s licensors. Any third party trade or service marks present on Material are trade or service marks of their respective owners. Such Material may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of NAGRAVISION or, where applicable, NAGRAVISION’s licensors.

NAGRAVISION and its licensors reserve all rights not expressly granted in and to their Material.

Use of Software

The software and accompanying documentation that is made available to download from the App and/or the Site is the copyrighted and/or patented work of NAGRAVISION and/or its suppliers. Use of the software is governed by the terms of the license agreement that accompanies or is included with such software. Such terms are incorporated by reference herein. You will not be able to install or use any software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. If you do not agree to such terms, you will not be able to use the software. Absent a license agreement that accompanies the software, use of the software will be governed by this Agreement. You agree that you will not decompile, reverse engineer, or otherwise attempt to discover the source code of the software available from the App and/or the Site.

Trademark Information

“NAGRAVISION Marks” means all names, marks, brands, logos, designs, trade dress and other designations NAGRAVISION and its subsidiaries use in connection with their products or services. You may refer to products and services by the associated NAGRAVISION Marks, provided that such reference is truthful and not misleading and complies with the then current NAGRAVISION Trademark and Logo policy and Design Guidelines, which may be obtained by contacting NAGRAVISION’s Marketing Communications Department at +41 21 732 0311. You may not remove or alter any NAGRAVISION Marks, nor may you use the NAGRAVISION Marks in any manner that is inconsistent with NAGRAVISION’s ownership of such Marks. You acknowledge NAGRAVISION’s rights in the NAGRAVISION’s Marks and agree that any and all use of NAGRAVISION Marks by you shall inure to the sole benefit of NAGRAVISION. You agree not to incorporate any NAGRAVISION Marks into any other trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations without NAGRAVISION’s permission.

Editing, Deleting and Modification

We reserve the right in our sole discretion to edit or delete any Content or Materials appearing in the App and/or the Site.

Indemnification

You agree to indemnify, defend and hold NAGRAVISION and its affiliates (collectively, the “Affiliated Parties”) harmless from and against any liability, loss, claim or expense, including reasonable attorneys’ fees, related to your violation of these Terms or use of the Site.

Non transferable

Any password or login credentials right given to you to obtain Content or Materials from the App and/or the Site are not transferable.

Warranties and Disclaimers

UNLESS EXPRESSLY AGREED OTHERWISE IN WRITING BY NAGRAVISION, THE CONTENT AND SERVICES AVAILABLE FROM OR THROUGH THE APP AND/OR THE SITE ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. NAGRAVISION HEREBY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, EXPRESS OR IMPLIED (INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE CONTENT AND THE SERVICES AVAILABLE FROM OR THROUGH THE APP AND/OR THE SITE, AND THE APP AND/OR THE SITE THEMSELVES, MAY CONTAIN BUGS, ERRORS, TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS, PROBLEMS OR OTHER LIMITATIONS. WE AND OUR AFFILIATED PARTIES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY CONTENT AND THE SERVICES AVAILABLE FROM OR THOUGH THE APP AND/OR THE SITE, OR THE APP AND/OR THE SITE THEMSELVES. IN PARTICULAR, BUT NOT AS A LIMITATION THEREOF, WE AND OUR AFFILIATED PARTIES ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THE CONTENT AND THE SERVICES AVAILABLE FROM OR THROUGH THE APP AND/OR THE SITE, AND THE APP AND/OR THE SITE THEMSELVES, WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

Third party websites or applications

The App and/or the Site may now, or hereafter from time to time, contain links to third- party websites and/or applications or third party websites and/or applications may contain a link to the App and/or the Site. We do not control such websites or applications nor do we investigate, monitor or check such websites or applications for accuracy or completeness. Accordingly, we are not responsible for the content or opinions expressed in such websites or applications. We provide third-party links only as a convenience to users of the App and/or the Site, and the inclusion of a link does not imply approval or endorsement of the linked site by us. If you decide to leave the App and/or the Site and access any third-party website or application, you do so at your own risk. NAGRAVISION disclaims all warranties, express or implied, as to the accuracy, legality, reliability or validity of any content on any other website and/or applications.

Information and Press Releases

The App and/or the Site may contain press releases and other information (collectively, “Information”) about us, our business and our products, including links to third-party websites or applications that contain such Information, which are being provided as a convenience to visitors of the App and/or the Site.

While all Information prepared by NAGRAVISION was believed to be accurate as of the date prepared, we disclaim any duty or obligation to update any Information. Statements concerning companies other than NAGRAVISION that are contained in any such Information should not be relied upon as being provided or endorsed by us. The opinions expressed in any Information prepared by third parties are solely those of the author(s) and do not necessarily reflect the opinion of NAGRAVISION. With respect to Information contained in links to third-party websites and/or applications, please refer to the section above entitled “Third party websites and/or applications.”

Privacy Policy

To learn about how NAGRAVISION protects your personal information, such as your name and address, refer to the NAGRAVISION Online Privacy Policy. Except as set forth in the Privacy Policy or in these Terms, your personal information will be deemed to be confidential. Any non-personal information or material sent to NAGRAVISION will generally be deemed to NOT be confidential. You understand and agree that we may disclose information about you if we have a good faith belief that we are required to do so by law or legal process, to respond to claims, or to protect the rights, property, or safety of NAGRAVISION or others, or as stated in our Privacy Policy.

General

These Terms shall be treated as though it were executed and performed in Cheseaux- sur- Lausanne, Switzerland, and shall be governed by and construed in accordance with the Swiss laws (without regard to conflict of law principles). Any cause of action by you with respect to the App and/or the Site (and/or information, content, documents and other materials contained therein) must be instituted within one (1) year after the cause of action arose or be forever waived and barred. You expressly submit to the exclusive jurisdiction and venue of the courts of Switzerland with respect to all matters relating to these Terms or your use of the App and/or the Site, and consent to extra-territorial service of process in connection therewith. Should any part of these Terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. To the extent that anything in or associated with the App and/or the Site is in conflict or inconsistent with these Terms, these Terms shall take precedence. Our failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision.

These Terms are an agreement between you and NAGRAVISION SA, route de Geneve 22-24, 1033 Cheseaux sur Lausanne, Switzerland. If you have any questions about these Terms, please contact us at contact@sporfie.com.

November 2016