Terms of Service
Last Updated: May 5, 2016
Welcome to Philo, which is operated by Philo, Inc. (“Philo”, “we”, “us” or “our”). Please read this Terms of Service Agreement (“Agreement”) carefully, as it constitutes a legally binding agreement and applies to your use of (a) www.philo.com, www.tivli.com, backend.tv, and all corresponding domains, subdomains, web pages and websites associated therewith (collectively, “Site”), (b) the Philo app/channel on mobile, console and other IP-enabled devices and platforms, including without limitation Apple iOS, Apple TV, Android, Chromecast and Roku, and (c) any other features, functionality, content applications and services offered by us, including application/device-based features and related technology (e.g., apps, APIs, widgets, etc.) (subsection (a), (b) and (c) above shall collectively be referred to as the “Services”).
THIS AGREEMENT INCLUDES WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY THAT SHOULD BE CAREFULLY REVIEWED AND CONSIDERED PRIOR TO ANY USE OF THE SERVICES.
This Agreement does not cover other services, websites or any corresponding content, features or activities made available by any other third party, unless specifically stated.
This Agreement shall remain in effect while you use the Services. You may terminate your use of or registration for the Services at any time, for any reason, and Philo may terminate your use of or registration to the Services in the event you breach this Agreement and/or in the event you are no longer eligible to receive the Services.
We may modify this Agreement from time to time without notice to you for any reason. We will post or display notices of material changes on the Services and/or e-mail you or notify you upon login about these changes–the form of such notice is at our discretion. Once we post or make them available on the Services, these changes become effective immediately and if you use the Services after they become effective it will signify your agreement to be bound by the changes. We recommend that you check back frequently and review this Agreement regularly so you are aware of the most current rights and obligations that apply to you.
3. The Services
Philo makes available to Users real-time streams of video programming content (e.g., national and local television programming, including news, sports, movies, dramas, sitcoms, live events, etc.) (“Video Content”) via its proprietary, IP-based content delivery platform, and provides a suite of related features and functionality, including digital video recording (DVR) capabilities, program guides, video-on-demand features, social networking functionality, notification services and other content and resources (“Philo Platform”). By using the Services, you authorize and instruct Philo to record Video Content on the Philo Platform based on your preferences and history receiving the Services and using the Philo Platform.
By using the Services, you represent and warrant that (a) you are 13 years of age or older, (b) your use of the Services does not violate any applicable law, rule or regulation and (c) you shall comply with all applicable cable subscriber terms, Video Content provider/programmer terms, terms, requirements and codes of conduct and other dwelling/facility (e.g., residential facility, multiple dwelling unit, etc.) (“Facility”) or any owner or operator of any Facility and any other terms and conditions instituted by third parties applicable to your use of any Video Content made available in connection with the Services.
In order to access and use the Services, you are required to input a username, password and/or other authentication combination (whether associated with a Facility (or any owner or operator thereof), a social networking platform (e.g., Facebook, etc.) and/or otherwise) (“User Credentials”) and provide certain additional information, which may include your email address, legal name and age (collectively, “User Information”). You represent and warrant that all User Information is truthful and accurate. You agree to maintain the strict confidentiality of your User Credentials and to not share your User Credentials with any other person. You are responsible for any use of the Services by anyone using your User Credentials, so it is critical that you do not share your User Credentials with anyone and promptly notify Philo of any unauthorized use thereof. We reserve the right to deny access and use to any User if we believe there is a question about the identity of the person trying to access any account or element of the Services.
6. Network Requirements
7. Device Requirements
In order to access and use the Services, you may be required to use Device(s) and other technology meeting certain system, configuration and other requirements established by Philo, its content partners, licensors and other third parties, such as platform, storefront and network operators (e.g., Roku, Apple, etc.) (collectively, “Operators”), and you are responsible for ensuring that your Device(s) and other technology meet all such requirements. You agree that certain Devices or operating systems thereon may not support all features available in the Philo application (for example, closed caption display and/or configuration), and that you understand that to access such features via the Services you may need to upgrade your Device (or its operating system) and/or other technology. A list of currently supported devices can be found here. In addition, you are responsible for any data access, network and/or other service rates and charges you may incur in connection with your Device and use of the Services.
8. Personal Information
9. Proprietary Rights
As between you and Philo, Philo exclusively owns all right, title and interest in and to the Philo Platform and all material and information contained and/or made available on, through or in connection therewith (excluding Video Content owned by third parties) (collectively, “Philo Content”). The term “Philo Content” includes all graphics, computer code, software, interfaces, information, logos, copy, text and all copyrightable or otherwise legally protectable elements of the Services, including the design, selection, sequence, look and feel and arrangement of the Services, and any intellectual property and/or proprietary rights therein. Unless the context clearly requires otherwise or we explicitly set forth in writing, the term “Services” includes “Philo Content” as well.
10. Limited, Non-Commercial Use
The Services are to be used solely for your non-exclusive, non-transferable, non-commercial and personal use and for no other purposes. You must not alter, delete or conceal any copyright, trademark, service mark or other notices contained on the Services. Except as expressly authorized by Philo, you shall not directly or indirectly reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast, sell, license or circulate to any third party (including on or via a third party website or platform), or otherwise use, the Services any Video Content without the express authorization of Philo and the owner or duly licensed distributor. Any unauthorized or prohibited use of the Services or any Video Content may subject you to civil liability, criminal prosecution, or both, under applicable law.
11. Third Party Services
11.1 Social Media Services
Philo may enable you to log in to the Services via third party online services, such as Facebook (“Social Media Services”). By logging into the Service using account information from a Social Media Service, you agree that we may transmit your User Information to the providers of the applicable Social Media Services, but only to the extent such User Information is needed to enable such log in.
11.2 Other Third Party Services
From time to time, you may choose to communicate with, interact with, or obtain Third Party Services from our advertisers, sponsors, or other promotional partners (collectively, “Advertisers”) found on or through the Services or via a hyperlinked website or platform. All such communication, interaction and participation is strictly and solely between you and such Advertisers and we shall not be responsible or liable to you in any way in connection with these activities or transactions.
12. Video Content/Service Availability
Some or all of the Video Content made available in connection with the Services is provided from third parties and such Video Content may be added, deleted or disabled from the Services from time to time and Philo made add, delete, disable or modify some or all of the Services at any time. Accordingly, you acknowledge and agree that (a) you may no longer be able to receive Video Content and/or use the Services to the same extent, or at all, as prior to such change or discontinuation and (b) Philo shall have no obligation or liability to you in such case. Philo may also impose limits on the use of or access to certain features or portions of the Video Content or the Services, in any case and without notice or liability to you. By way of example, and not limitation, not all Users of the Services, depending upon the User’s geographic location, equipment, Device, and other factors, will have access to all aspects of the Services.
13. Objectionable Material
You understand that by using the Services, you may encounter Video Content that may be deemed offensive, indecent or objectionable, which Video Content may or may not be identified as such, and Philo shall have no liability to you for Video Content that is offensive, indecent, or objectionable.
14. User Conduct
You are solely responsible for your conduct in connection with the Services and agree that, while using the Services, you shall not:
- engage in or encourage conduct that would violate any applicable law or violate or infringe upon any intellectual property, proprietary, privacy, moral, publicity or other rights of ours or of any other third party;
- use the Services for commercial or business purposes, including content redistribution, advertising, marketing or offering goods or services or exploitation of information or material obtained on or in connection with the Services;
- disrupt, impair, or interfere with the use, features, function, operation or maintenance of the Services or the rights or use or enjoyment of the Services by any other user;
- modify, reverse engineer, decompile or disassemble any part of the Services, whether in whole or in part, or create any derivative works from any part of the Services, or encourage, assist or authorize any other person to do so; or
- engage in spamming, flooding, harvesting of email addresses or other personal information, “spidering”, “screen scraping”, “phishing”, “database scraping”, or any other activity with the purposes of obtaining lists of users or other information.
Philo reserves the right to investigate and take appropriate legal action against anyone who violates, or is suspected of violating, this Section 14, including reporting you to law enforcement authorities. Further, you agree that Philo may access, preserve and disclose your User Information and if required to do so by law or if based on a good faith belief that such access, preservation or disclosure is reasonably necessary to (i) comply with the legal process; (ii) enforce this Agreement; (iii) respond to claims that any content or information violates the rights of any third party; (iv) respond to your requests for customer or technical service; or (v) protect the rights, property or personal safety of Philo, users or any third parties.
15. Digital Millennium Copyright Act
If you are a copyright owner or an agent thereof and believe that any content on the Services infringes upon your copyrights, your may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Designated Agent (as set forth below) with the following information in writing (see 17 U.S.C. 512(c)(3) for further details):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Services are covered by a single notification, a representative list of such works on the Services;
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;
- Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if applicable, e-mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Written notification of claimed infringement must be submitted to the following Designated Agent:
Name and Address of Designated Agent:
Philo Copyright Agent
c/o Philo, Inc.
772 Bryant St.
San Francisco, CA 94107
Telephone Number of Designate Agent: (772) 559-1780
Facsimile Number of Designated Agent: (650) 745-2481
Email Address of Designated Agent: email@example.com
We may notify the Facility (or any owner or operator thereof) of any such claimed infringement. For clarity, only DMCA notices should be sent to the Designated Agent and any other feedback, comments, requests for technical support, and other communications should be directed to Philo customer service by sending an email to firstname.lastname@example.org. If a Claimant fails to comply with all of the requirements of this Section 17, its DMCA notice may not be valid.
If a copyright owner or its agent believes that its content (which was removed or to which access was disabled) is non-infringing, or that it has the authorization from the copyright owner or its agent, or pursuant to applicable law, to make such content available to Philo for use on the Services, the Claimant may send a counter-notice containing the following information to our Copyright Agent:
- The copyright owner’s or its agent’s physical or electronic signature;
- Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- A statement that the copyright owner or its agent has a good faith belief that the content was removed or disabled as a result of a mistake or a misidentification of the content; and
- The copyright owner’s or its agent’s name, address, telephone number, and, if applicable, e-mail address, and a statement that the copyright owner or its agent shall accept service of process from the person who provided notification of the alleged infringement.
- If a counter-notice is received by our Copyright Agent, Philo may send a copy of the counter-notice to (i) the Claimant informing it that it may replace the removed content or cease disabling it in 10 business days, and (ii) the Facility (or any owner or operator thereof). Unless the copyright owner or its agent files an action seeking a court order against Philo or the User, the removed content may be replaced, or access to it restored, in 10 business days or more after receipt of the counter-notice, at Philo’s sole discretion.
16. Customer Support
For assistance with technical issues, please refer to our online support page at http://philo.com/support or contact email@example.com.
17. DISCLAIMER AND LIMITATIONS OF LIABAILITY
THE SERVICES AND ALL VIDEO CONTENT MADE AVAILABLE ON, THROUGH OR IN CONNECTION THEREWITH, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE SERVICES OR THE VIDEO CONTENT WILL BE AVAILABLE FOR USE, OR THAT ANY FEATURES, FUNCTIONS, SERVICES OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. ALL IMPLIED REPRESENTATIONS, WARRANTIES AND CONDITIONS RELATING TO THE SERVICES OR ANY VIDEO CONTENT ARE HEREBY DISCLAIMED.
Without limiting any agreement or code of conduct between you and the Facility (or any owner or operator thereof), this Agreement contains the entire understanding and agreement between you and Philo concerning the Services provided or performed and supersedes any and all prior or inconsistent understandings relating to such Services and your use thereof. This Agreement cannot be changed or terminated orally. If any provision of this Agreement is held to be illegal, invalid or unenforceable, this shall not affect any other provisions and this Agreement shall be deemed amended to the extent necessary to make it legal, valid and enforceable. The terms “include,” “includes,” and “including,” whether or not capitalized, mean “include, but are not limited to,” “includes, but is not limited to,” and “including, but not limited to,” respectively and are to be construed as inclusive, not exclusive. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement. The failure of Company to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision.
YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, PHILO, THE FACILITY (AND ALL OWNERS AND OPERATORS THEREOF) AND THEIR RESPECTIVE AFFILIATES, SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, AND OPERATORS SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING OUT OF ANY USE OF THE SERVICES OR THIS AGREEMENT.
You further understand and acknowledge the capacity of the Services, in the aggregate and for each user, is limited. Consequently, some features or functions may be restricted or delayed or become completely inoperable.
WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, PHILO DISCLAIMS ALL LIABILITY RELATED TO USER NOTIFICATIONS DELIVERED VIA THE SERVICES. PHILO CANNOT GUARANTEE THAT YOU WILL RECEIVE MESSAGES VIA SUCH NOTIFICATION SYSTEM OR THAT SUCH MESSAGES WILL BE DELIVERED IN A TIMELY OR UNINTERRUPTED MANNER, AND PHILO SHALL HAVE NO LIABILITY (FOR NEGLIGENCE OR OTHERWISE) TO YOU OR ANY OTHER THIRD PARTY (INCLUDING WITHOUT LIMITATION LIABILTY FOR BODILY INJURY OR DEATH) FOR ANY FAILURE OR DEFICIENCY OF SUCH SYSTEM NOR FOR ANY DELAY OR FAILURE RELATED TO THE TRANSMISSION OR RECEIPT OF ANY MESSAGES VIA SUCH SYSTEM.
Some jurisdictions do not allow for the exclusion of certain warranties or certain limitations on damages and remedies; accordingly some of the exclusions and limitations described in this Agreement may not apply to you.
18. Governing Law; Miscellaneous
18.1Without limiting any agreement or code of conduct between you and the Facility (or any owner or operator thereof), this Agreement contains the entire understanding and agreement between you and Philo concerning the Services provided or performed and supersedes any and all prior or inconsistent understandings relating to such Services and your use thereof. This Agreement cannot be changed or terminated orally. If any provision of this Agreement is held to be illegal, invalid or unenforceable, this shall not affect any other provisions and this Agreement shall be deemed amended to the extent necessary to make it legal, valid and enforceable. The terms “include,” “includes,” and “including,” whether or not capitalized, mean “include, but are not limited to,” “includes, but is not limited to,” and “including, but not limited to,” respectively and are to be construed as inclusive, not exclusive. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement. The failure of Company to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision.
18.2This Agreement and your use of the Services is governed by, construed and enforced in accordance with the internal substantive laws of the State of Massachusetts (notwithstanding the State’s conflict of laws provisions) applicable to contracts made, executed and wholly performed in Massachusetts , and, for the purposes of any and all legal or equitable actions, you specifically agree and submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State of Massachusetts and agree you shall not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens or otherwise. IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THIS AGREEMENT, REGARDING YOUR USE OF THE SERVICES OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.
18.3This Agreement, and any rights, licenses and privileges granted herein, may not be transferred or assigned by you, but may be assigned or transferred by Philo without restriction, notice or other obligation to you.
The Services are controlled and operated by Philo from its offices in the U.S. Philo makes no representation or warranty that the Services are legal, appropriate or available for use in other locations. Those who choose to access the Services from other locations do so at their own risk and are responsible for compliance with any and all local laws, rules and regulation, if and to the extent local laws, rules and regulations are applicable. No software made available in connection with the Services may be downloaded, exported or re-exported into (or to a national or resident of) any countries that are subject to U.S. export restrictions.
This Agreement was last modified on the date indicated above and is effective immediately.
Copyright © 2016 Philo, Inc.