Milledrive Terms of Use
Introduction
Welcome to MilleDrive. MilleDrive provides its services and offerings to you subject to the following Terms of Use ("TOU"). In addition, when using MilleDrive, you shall be subject to any posted guidelines and rules applicable to such service, which may be posted and updated from time to time. All such guidelines and rules are incorporated by reference into these TOU.
PLEASE READ THESE TOU CAREFULLY. By accessing or using the MilleDrive, you ("you" or "your" as applicable) are bound by the notices, terms and conditions in these TOU and, as applicable, elsewhere on www. MilleDrive.com (including but not limited to our Privacy Policy and Copyright Policy, which are incorporated by reference). If you register on behalf of a business, you represent to MilleDrive that you have the authority to bind that business and your acceptance of these TOU will be treated as acceptance by that business. In that event, "you" and "your" in these TOU will refer to that business. If you do not agree to any of these terms and conditions, you may not use MilleDrive.com. If you are a publisher and wish to upload video (content) to MilleDrive.com, then, in addition to these TOU, the Publisher Terms and Conditions (the "Publisher Terms"), as applicable, will apply to you and are incorporated by reference.
These TOU were last updated on December 22, 2009.
Registration
Registration is not required to view most User Material and Uploaded Content provided on MilleDrive.com. However, you are required to register if you wish to post a comment or upload a video or view certain User Material and Uploaded Content. If you wish to upload a video you will be subject to our Publisher Terms.
As a condition to using certain components of MilleDrive, you will be asked to register and create an account with MilleDrive and select a password and user name ("MilleDrive User ID"). You must provide MilleDrive with accurate, complete, and updated registration information. Failure to do so will be a breach of these TOU, and may result in immediate termination of your MilleDrive account. You may not (i) select or use as a MilleDrive User ID a name of another person with the intent to impersonate that person; (ii) use as a MilleDrive User ID a name subject to any rights of a person and/or entity other than you without appropriate authorization; or (iii) use as a MilleDrive User ID a name that is otherwise offensive, vulgar or obscene. MilleDrive reserves the right to refuse registration of, or cancel a MilleDrive User ID in its sole discretion. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify MilleDrive immediately of any breach of security or unauthorized use of your account. Although MilleDrive will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of MilleDrive or others due to such unauthorized use. All registration information provided by you shall be subject to MilleDrive's Privacy Policy.
You must be an individual of 15 years of age or older to register or use the Services: If you are not yet 15 years old, do not use the Services. Notwithstanding anything to the contrary herein, to access, subscribe to, download, view and/or otherwise use the MilleDrive Site or Services for any "R Rated" material, you must be at least eighteen (18) years of age, and by accessing, subscribing, downloading, viewing and/or otherwise accessing such "R Rated" portion(s) of the MilleDrive Site, you certify that you are at least eighteen (18) years of age.
If you are at least 15 but not yet 18 years of age: Please have your parents or legal guardian review these Terms of Service with you, discuss any questions you might have, and give you their permission to register and use the Services with both your and their full understanding of these Terms of Service. By using the Services, you are telling us that you and your parent or guardian have joined in this agreement.
If you are a parent or guardian: Parents and guardians are advised to exercise supervision over their children's on-line activities. If you do not agree to these Terms of Service, do not let your child use the Services. If you have any further questions about our Services please take a look at our Frequently Asked Questions page or contact us at support@milledrive.com. If you are the parent or guardian of a child under 15 and believe that he or she is using the Services, please contact us at support@milledrive.com
Notice to parents/guardians: Portions of the MilleDrive Site include user-generated-content, a portion of which contains "R-rated" material which may comprise nudity, violence or mature subject matter. MilleDrive assumes no responsibility for filtering or monitoring the content viewed by its members; accordingly minor members' parents or guardians shall be solely responsible for filtering and/or monitoring their child's use of the MilleDrive Site and/or Services.
The MilleDrive Service
The MilleDrive Service is comprised of (i) the MilleDrive website, currently located at www.MilleDrive.com (and/or any successor or additional website(s) owned or operated by or for MilleDrive); (ii) the MilleDrive syndication network to the extent provided by MilleDrive (for example, when MilleDrive makes videos available on third party websites and services, e.g., through embedded players); (iii) the servers operated by or on behalf of MilleDrive; and/or (v) any other technology and/or services that MilleDrive provides its users. The MilleDrive Service may be distributed through any media format through any media channel and/or via any media device. The MilleDrive Service allows you to make material available to other users of the MilleDrive Service and to access videos and other content and materials made available by other users of the MilleDrive Service. All comments and other communications posted or published by you or other users on the MilleDrive Service, including in any bulletin board, chat, discussion group, feedback area, news group or email, are referred to as "User Material." All content made available by users other than "User Material" is referred as "Uploaded Content" and includes the audio-visual display (i.e., video and audio) that may be uploaded to the MilleDrive Service, along with any other material including, without limitation, music, animation, text, software, scripts, graphics, images, audio, information and interactive features. The terms and conditions regarding the uploading of Uploaded Content are covered in the Publisher Terms
User Material
You retain all of your rights in your User Material. You shall be solely responsible for your own User Material and the consequences of posting or publishing it on MilleDrive. You acknowledge that you have no expectation of privacy or confidentiality with respect to your User Material. In connection with User Material that you make available on MilleDrive, you expressly represent and warrant that you either own or have secured the necessary licenses, rights, consents, and permissions to enable MilleDrive to include the User Material as part of the MilleDrive Service and in the manner contemplated by these TOU. You warrant that all moral rights to the User Material you submit have been waived.
By submitting, posting, uploading, emailing or otherwise providing User Material to MilleDrive, you hereby grant MilleDrive a worldwide, non-exclusive, royalty-free, fully-paid, perpetual, irrevocable, sublicensable and transferable license to use, reproduce, modify, distribute, prepare derivative works of, display, publish, perform and transmit the User Material in connection with the MilleDrive Service and MilleDrive's (and its successor's) business, including without limitation for promoting and redistributing part or all of the MilleDrive Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the MilleDrive Service a non-exclusive license to access your User Material through the MilleDrive Service, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Material as permitted through the functionality of the MilleDrive Service and under these TOU.
MilleDrive does not guarantee that any User Material or Uploaded Content will be made available on the MilleDrive Service. MilleDrive shall have no obligation to monitor any User Material and Uploaded Content. MilleDrive does not assume any responsibility or liability for any User Material and you agree to waive any legal or equitable rights or remedies you may have against MilleDrive regarding such User Material. However, MilleDrive and its agents reserve the right to monitor any User Material and Uploaded Content from time to time for any lawful purpose. MilleDrive may, without notice to you, remove or block any User Material and/or Uploaded Content from the MilleDrive Service, including disabling access to such User Material and/or Uploaded Content that you have downloaded through MilleDrive.com.
You as the customer have sole responsibility and liability for the data you store on MilleDrive's servers. You control your data through its generated link. MilleDrive encourages you to archive your data regularly and frequently; You (the customer) bear full responsibility for archiving your data and sole liability for any lost or irrecoverable data. You agree to maintain your data in compliance with legal obligations. MilleDrive will delete Customer data upon termination of this Agreement. However, MilleDrive may retain Customer data in its archives after deletion and will not be liable to Customer in any way for such retained data.
Special Circumstances:
MilleDrive will provide access to the Services and Customer's data to an agent of Customer ("Authorized Agent") who provides MilleDrive with a notarized letter signed by an officer of Customer which letter shall include statements of authenticity, authority, and liability as required by MilleDrive in its sole discretion. You (the customer) expressly and irrevocably agree that MilleDrive may rely on such a letter and on the apparent authority of the person requesting access to the Services or to your account. In no event will MilleDrive be liable to you or any third party for MilleDrive's reliance on such letter or such apparent authority.
User Conduct (Acceptable Use)
Mille Media Limited grants you permission to use MilleDrive.com subject to all of the terms and conditions set forth in these TOU.
As a condition of use, you agree not to use the MilleDrive Service for any purpose that is unlawful. You agree to abide by all applicable local, state, national and international laws and regulations, including, without limitation, all intellectual property laws. Any unauthorized use of the MilleDrive Service is expressly prohibited.
By way of example, you agree not to (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any User Material, using any communications service or other service available on or through the MilleDrive Service, that:
i. infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity; or
ii. is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortuous, offensive, profane, pornographic or obscene, or promotes hate or incites violence; or
iii. misrepresents the source, identity or content of information transmitted via the MilleDrive Service; or
iv. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming") or a chain letter, a pyramid scheme, petitions for signatures, charity requests or any other similar solicitation; or
v. contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data or other information of MilleDrive or any third party; or
vi. impersonates, or falsely indicates an affiliation with, any person or entity, including, without limitation, any employee or representative of MilleDrive or access the MilleDrive accounts of others without permission; or
vii. constitutes an offer, for sale or otherwise, of any firearms, explosives, weapons, tobacco products, controlled substances, pharmaceuticals, counterfeit or stolen articles, registered or unregistered securities, or any items that would cause MilleDrive to violate any applicable law or regulation;
viii. harm minors in any way, this includes any form of child pornography; if serious enough, the content will be reported to the appropriate legal authority and/or the member's ISP will be contacted
ix. collects, or attempts to collect, personal information about users without their consent or constitutes a solicitation, for commercial purposes, any users of the MilleDrive Service with respect to their Uploaded Content; or
x. contains illegal or obscene material or fosters or promotes illegal activity, including but not limited to, gambling, the offering for sale of illegal weapons, and the promotion or publication of any material that may violate hate crimes legislation.
xi. Otherwise violates these TOU, the Privacy Policy, or any other policy posted on MilleDrive.com.
In addition to these TOU, your use of the Uploaded Content may be subject to separate license terms as set forth by the publisher.
Additionally, you agree that you will not: (i) take any action that imposes, or may impose, in MilleDrive's sole discretion, an unreasonable or disproportionately large load on MilleDrive's infrastructure; (ii) interfere or attempt to interfere with the proper working of the MilleDrive Service or any activities conducted on the MilleDrive Service; (iii) alter or modify any part of the website or access User Material or Uploaded Content through any technology or means other than those explicitly designated by MilleDrive; (iv) bypass any measures MilleDrive may use to prevent or restrict access to the MilleDrive Service, other accounts, or computer systems or networks connected to the MilleDrive Service; or (v) interfere with any other user's enjoyment of the MilleDrive Service, including, without limitation, accessing an account of a MilleDrive user that is not yours.
You may not (and may not permit others to), directly or indirectly, modify, translate, decompile, disassemble, or reverse engineer any part of the MilleDrive Service or any content available through the MilleDrive website (except to the limited extent applicable laws specifically prohibit such restriction), or copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. In addition, you may not remove any proprietary notices, marks or labels.
You shall not launch or otherwise use any robot, spider, scraper or other automated means to access the MilleDrive Service in a manner which sends more request messages to the MilleDrive server in any given period of time than a typical human would normally produce in the same period by using a conventional on-line web browser to read, view and submit materials. Notwithstanding the foregoing, we grant the operators of search engines permission to use robots to copy materials from the site for the sole purpose of creating publicly-available searchable indexes of the materials, but not caches or archives of the materials, provided that we reserve the right to revoke these exceptions either generally or in specific cases.
You shall not harvest or collect information from the MilleDrive Service, including, without limitation, information about other users of the MilleDrive Service. The use of any information learned through the MilleDrive Service or while on MilleDrive.com is limited to the express purposes set forth in these TOU; all other uses are strictly prohibited.
Unless expressly authorized, you shall not frame or otherwise display any portion of the MilleDrive.com website or any of its contents. No hyperlinks to any password protected web pages on the MilleDrive.com website are allowed. Hyperlinks to non-restricted pages are subject to review and termination by MilleDrive in our sole discretion.
MilleDrive Services may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation, including export control laws, is prohibited. This includes, without limitation, material protected by patent, copyright, trademark, service mark, trade secret or other intellectual property rights. If you use another party's material, you must obtain prior authorization. By using the Services, you represent and warrant that you are the author and copyright owner and/or proper licensee with respect to any hosted content and you further represent and warrant that no content violates the trademark or rights of any third party. MilleDrive reserves the right to suspend or terminate a Customer's transmission(s) that, in MilleDrive's discretion, violates these policies or violates any law or regulation.
You shall not misuse system resources including, but not limited to, employing content which consume excessive CPU time or storage space; utilizing excessive bandwidth; or resale of access to content hosted on MilleDrive servers.
Whether lawful or unlawful, MilleDrive reserves the right to determine what is harmful to its Customers, operations or reputation, including any activities that restrict or inhibit any other user from using and enjoying the Service or the Internet.
Please be aware MilleDrive reserves the right to cancel any account or transmission they find in violation of any of the above policies. If appropriate, MilleDrive will refer complaints to law enforcement authorities, and in such case, MilleDrive will actively assist law enforcement agencies with the investigation and prosecution of any such activities, including surrendering Customer account and data information.
Complaints about violators of our Policy should be sent via e-mail to abuse@Milledrive.com. Each complaint will be investigated and may result to immediate cancellation of Services without prior notice.
Content on the MilleDrive Network
Content on MilleDrive is meant for all audiences. You understand that you will be exposed to User Material and Uploaded Content from a variety of users. MilleDrive does not endorse and is not responsible for the accuracy, usefulness, safety, or intellectual property rights of such User Material or Uploaded Content. You further understand and acknowledge that you may be exposed to User Material or Uploaded Content that is inaccurate, offensive, indecent, or objectionable.
Ownership
The content accessible through the MilleDrive Service (except those uploaded by users), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (collectively, the "MilleDrive Content") and the trademarks, service marks and logos contained therein (the "Marks"), are owned by or licensed to MilleDrive, and subject to copyright and other intellectual property rights under Hong Kong and foreign laws and international conventions. Except as set forth in these TOU, the MilleDrive Content, Marks, User Material and Uploaded Content are provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever except as set forth in these TOU. MilleDrive reserves all rights not expressly granted in and to the MilleDrive Service and the MilleDrive Content. If you download or print a copy of the MilleDrive Content, User Material or Uploaded Content, you must retain all copyright and other proprietary notices contained in or on such content and material. You agree not to circumvent, disable or otherwise interfere with security related features of the MilleDrive Service or features that prevent or restrict use or copying of any MilleDrive Content, User Material or Uploaded Content.
Copyright Policy
MilleDrive respects the rights of copyright holders. We have established a Copyright Policy which is incorporated herein by reference.
Privacy Policy
Please read the Privacy Policy carefully for disclosures relating to the collection and use of your personal information. The Privacy Policy, is incorporated by reference and made part of these TOU. Your use of the MilleDrive Service is subject to your acceptance of our TOU which include the Privacy Policy.
Termination
MilleDrive may terminate your access to all or any part of the MilleDrive Service at any time, with or without cause, with or without notice, effective immediately. You may terminate your use of the MilleDrive Service at any time, provided that all provisions of these TOU, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Customer Account
Authorized Users
Customer may designate persons to act as its agents to use the Services, provided that each designated person has the legal capacity to enter into binding contracts for Customer. Furthermore, Customer represents and warrants that each person who registers under Customer's account is an authorized agent of Customer (an "Authorized User") who has such legal capacity.
Responsibility for Access
Customer is solely responsible and liable for any and all access to and use of the Services (including all activities and transactions) by any Authorized User and/or User ID registered under Customer's account, unless such access to or use of the Services is the direct result solely of the gross negligence of MilleDrive. It is Customer's responsibility, through its systems administrator Authorized User, to set the appropriate access for each of Customer's Authorized Users.
Responsibility for User IDs and Passwords
Customer is solely responsible for maintaining the confidentiality of Customer access information, i.e. account ID's and passwords of its Authorized Users, and are responsible for all activities that occur under your account.
Notification of Unauthorized Use
Customer will immediately notify MilleDrive if Customer notices any activity indicating that Customer's account or data is being used without authorization, including: (a) Customer has received confirmation of an order or orders placed using Customer's account which Customer did not place or any similar conflicting report; or (b) Customer becomes aware of any unauthorized use of any product or service related to its account(s).
Disclaimer
You expressly understand and agree that: (a) your use of the MilleDrive Service is at your sole risk. MilleDrive Services are provided on an "as is" and "as available" basis. MilleDrive and its suppliers, to the fullest extent permitted by law, disclaim all warranties, including but not limited to warranties of title, fitness for a particular purpose, merchantability and non-infringement of proprietary or third party rights. MilleDrive and its suppliers make no warranties about the accuracy, reliability, completeness, or timeliness of our Services, software, or content; (b) MilleDrive makes no warranty that (i) the Service will meet your requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, and (v) any errors in the software will be corrected; (d) any material downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material; (e) no advice or information, whether oral or written, obtained by you from us or through or from the Service shall create any warranty not expressly stated in these terms and conditions. Furthermore, MilleDrive does not endorse, guarantee or assume responsibility for any product or service advertised or offered by any third party through the MilleDrive service or any hyperlinked website or included in any banner or other advertising, and MilleDrive will not be a party to or in any way responsible for monitoring any transaction between you and any third party with respect thereto.
Indemnification
You agree to defend, indemnify and hold harmless MilleDrive and its affiliates, subsidiaries and distribution partners and their respective officers, directors, employees and/or agents (collectively, "MilleDrive Indemnitees") from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys' fees) arising from: (i) your use of and access to the MilleDrive Service; (ii) your violation of any term of these TOU; (iii) your violation, alleged or actual, of any third party right, including without limitation any copyright, property, or privacy right; (iv) any claim that any User Material or Uploaded Content you upload and publish on the MilleDrive Service caused damage to a third party; or (v) your gross negligence or willful malfeasance (collectively, "Claims"). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the MilleDrive Indemnitees. MilleDrive shall have the right, in its sole discretion, to select its own legal counsel to defend the MilleDrive Indemnitees from any Claims (but by doing so shall not waive your indemnity obligations), and you shall be solely responsible for the payment of all reasonable attorneys' fees incurred by the MilleDrive Indemnitees in connection therewith. You shall not, without the prior express written approval of MilleDrive, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against you, if such settlement or resolution results in any obligation or liability for any MilleDrive Indemnitee. This defense and indemnification obligation will survive these TOU and your use of the MilleDrive Service.
Limitation of Liability
Your use of MilleDrive is at your own risk. If you are dissatisfied with any aspect of our Service or with these terms & conditions, or any other rules or policies, your sole remedy is to discontinue use of the Service. You expressly understand and agree that MilleDrive shall not be liable for any direct, indirect, incidental, special, consequential exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from: (I) the use or the inability to use the Service; (II) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (III) any unauthorized access to or use or alteration of the MilleDrive servers and/or any personal information and/or financial information stored therein (IV) any interruption or cessation of transmission to or from the MilleDrive website (V) statements or conduct of any third party on the service (VI) any errors, mistakes or inaccuracies in or of any content, including any user material or uploaded content; personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the MilleDrive services (VII) any viruses, bugs, trojan horses, worms or other malicious code which may be transmitted to or through the MilleDrive website by any third party, and/or any loss or damage of any kind incurred as a result of the use of the MilleDrive service or any content, including any user material or uploaded content, posted, emailed or otherwise made available through the MilleDrive service (VIII) any other matter relating to the Service.
In no event shall MilleDrive or its affiliates, subsidiaries, partners or licensors or any of their respective officers, directors, employees and/or agents be liable to you or any third party for direct, indirect, special, exemplary, punitive or other consequential or incidental damages (including but not limited to any lost profits or revenue, business interruption, loss of programs or other data on your information handling system or otherwise) arising directly or indirectly from your use of the MilleDrive service, or any content, products or services distributed on or provided through the MilleDrive service (including but not limited to, MilleDrive content and MilleDrive marks), whether as a result of errors, omissions, loss of data, defects, viruses, interruptions or delays in operation or transmission, or any other cause, whether based on warranty, contract, tort or any other legal theory, even if MilleDrive or its suppliers have been expressly advised of the possibility of such damages.
Some jurisdictions restrict the limitation of liability or damages, so the above exclusions and limitations may not apply to you. If any part of the limitation of liability set forth above is unenforceable under applicable law, MilleDrive's and its suppliers' aggregate liability will be limited to the maximum extent permitted by law in the applicable jurisdiction.
Modifications to Agreements, Policies or to our Services
We reserve the right to change this Service Agreement at any time without notice. We also reserve the right at any time to modify or discontinue the Service, temporarily or permanently, with or without notice to you. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuance of the Service. You acknowledge that we may establish general practices and limits concerning use of the Service, including the maximum disk space that will be allotted on MilleDrive's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. Further, you acknowledge that MilleDrive may change subscription fees at any time without notice. Changes in subscription fees will take effect on expiration of any existing Customer subscription.
Termination
Without limiting other remedies, MilleDrive may immediately issue a warning, suspend (i.e., lock out access and operation of Services for Customer) either temporarily or indefinitely, or terminate Customer's account and refuse to provide Services to Customer if: (a) MilleDrive believes that Customer have violated or acted inconsistently with this Agreement, or any of our policies; or (b) Customer have failed to pay fees or other payments due to MilleDrive; or (c) MilleDrive is unable to verify or authenticate any information Customer provides to MilleDrive; or (d) MilleDrive believes that Customer's actions may cause legal liability for Customer, MilleDrive's other clients, or MilleDrive.
MilleDrive may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these terms and conditions may be effected without prior notice, and acknowledge and agree that MilleDrive may immediately deactivate, archive or delete your account and all related information and data and/or any further access to such data or the Service. Further, you agree that MilleDrive shall not be liable to you or any third-party for any termination of your access to the Service.
Upon termination of this Agreement by either Customer or MilleDrive, all of Customer rights under this Agreement, and MilleDrive's provision of Services, will terminate immediately.
The following sections sections: User Material, Disclaimer, Indemnification, Limitation Of Liability and this Section (Termination) will survive any termination of this Agreement.
Miscellaneous
These terms and conditions will be governed by and construed in accordance with the laws of Hong Kong, excluding that body of law governing conflict of laws. Any legal action or proceeding relating to or arising out of these Terms or your use of the Web site will be brought in a federal or state court in Hong Kong, and you submit to the venue and personal jurisdiction of such court. If any provision of these Terms is held to be invalid or unenforceable, such provision will be enforced to the greatest extent possible and the remaining provisions will remain in full force and effect. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. MilleDrive's failure to act with respect to a breach by you or others does not waive MilleDrive's right to act with respect to subsequent or similar breaches. No action by you arising under this Agreement may be brought at any time more than twelve (12) months after the facts occurred upon which the cause of action arose.
Assignment
You may not assign any of its rights, or delegate any of its duties, under this Agreement, and any attempted assignment will be null and void.
Relationship
You and MilleDrive are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Force Majure
Operation of our Services may be interfered with by numerous factors outside of our control and we shall not be liable to you for any delay or failure in performance under this Agreement resulting directly or indirectly from causes beyond MilleDrive's control.
Enforceability and Waiver
If any provision of these TOU is found illegal or unenforceable, the TOU will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of these TOU will not be affected. No delay or failure by MilleDrive to exercise or enforce any of its rights under these TOU will act as a waiver of such rights.
Interpretation
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, as narrowly as possible, and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
MilleDrive Confidential Information
You represent and warrant to MilleDrive that (a) you are not a competitor of MilleDrive, (b) you shall keep publicly unannounced information and materials pertaining to MilleDrive, pre-release software, testing or testing procedures strictly confidential and (c) you shall not use any information gained from access to the MilleDrive Web site or use of the MilleDrive Services to compete with MilleDrive in its business.
Links to Third Party Websites or Services
As a convenience for its users, MilleDrive may provide links on this website to other websites owned by third parties or make viewing of videos available on third party websites or services. Unless otherwise stated, MilleDrive does not endorse or control these third parties and takes no responsibility for them or their websites. Please refer to these third party websites for their terms and conditions and other policies.
Modification
MilleDrive shall have the right to modify these TOU at any time, which modification shall be effective upon posting the new TOU on the Terms of Use page of MilleDrive.com. We recommend that you check the MilleDrive.com website regularly for any such changes. Your use of the MilleDrive Service following such posting shall be deemed to constitute your acceptance of such modification. These TOU may not otherwise be changed or modified, except in a writing signed by an authorized representative of MilleDrive.
Exceptions
Except for other agreements or terms appearing on the Web site, this Agreement set forth the entire understanding and agreement between us with respect to the subject matter hereof.
Additional Information
Any questions relating to our Legal Agreements and Policies may be directed to support@MilleDrive.com.
Abuse management: Mail to abuse@MilleDrive.com
Mille Media Limited
Flat 142, 1/F, Godfrey Centre, Sham Shui Po,
Kowloon, Hong Kong
Welcome to MilleDrive. MilleDrive provides its services and offerings to you subject to the following Terms of Use ("TOU"). In addition, when using MilleDrive, you shall be subject to any posted guidelines and rules applicable to such service, which may be posted and updated from time to time. All such guidelines and rules are incorporated by reference into these TOU.
PLEASE READ THESE TOU CAREFULLY. By accessing or using the MilleDrive, you ("you" or "your" as applicable) are bound by the notices, terms and conditions in these TOU and, as applicable, elsewhere on www. MilleDrive.com (including but not limited to our Privacy Policy and Copyright Policy, which are incorporated by reference). If you register on behalf of a business, you represent to MilleDrive that you have the authority to bind that business and your acceptance of these TOU will be treated as acceptance by that business. In that event, "you" and "your" in these TOU will refer to that business. If you do not agree to any of these terms and conditions, you may not use MilleDrive.com. If you are a publisher and wish to upload video (content) to MilleDrive.com, then, in addition to these TOU, the Publisher Terms and Conditions (the "Publisher Terms"), as applicable, will apply to you and are incorporated by reference.
These TOU were last updated on December 22, 2009.
Registration
Registration is not required to view most User Material and Uploaded Content provided on MilleDrive.com. However, you are required to register if you wish to post a comment or upload a video or view certain User Material and Uploaded Content. If you wish to upload a video you will be subject to our Publisher Terms.
As a condition to using certain components of MilleDrive, you will be asked to register and create an account with MilleDrive and select a password and user name ("MilleDrive User ID"). You must provide MilleDrive with accurate, complete, and updated registration information. Failure to do so will be a breach of these TOU, and may result in immediate termination of your MilleDrive account. You may not (i) select or use as a MilleDrive User ID a name of another person with the intent to impersonate that person; (ii) use as a MilleDrive User ID a name subject to any rights of a person and/or entity other than you without appropriate authorization; or (iii) use as a MilleDrive User ID a name that is otherwise offensive, vulgar or obscene. MilleDrive reserves the right to refuse registration of, or cancel a MilleDrive User ID in its sole discretion. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify MilleDrive immediately of any breach of security or unauthorized use of your account. Although MilleDrive will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of MilleDrive or others due to such unauthorized use. All registration information provided by you shall be subject to MilleDrive's Privacy Policy.
You must be an individual of 15 years of age or older to register or use the Services: If you are not yet 15 years old, do not use the Services. Notwithstanding anything to the contrary herein, to access, subscribe to, download, view and/or otherwise use the MilleDrive Site or Services for any "R Rated" material, you must be at least eighteen (18) years of age, and by accessing, subscribing, downloading, viewing and/or otherwise accessing such "R Rated" portion(s) of the MilleDrive Site, you certify that you are at least eighteen (18) years of age.
If you are at least 15 but not yet 18 years of age: Please have your parents or legal guardian review these Terms of Service with you, discuss any questions you might have, and give you their permission to register and use the Services with both your and their full understanding of these Terms of Service. By using the Services, you are telling us that you and your parent or guardian have joined in this agreement.
If you are a parent or guardian: Parents and guardians are advised to exercise supervision over their children's on-line activities. If you do not agree to these Terms of Service, do not let your child use the Services. If you have any further questions about our Services please take a look at our Frequently Asked Questions page or contact us at support@milledrive.com. If you are the parent or guardian of a child under 15 and believe that he or she is using the Services, please contact us at support@milledrive.com
Notice to parents/guardians: Portions of the MilleDrive Site include user-generated-content, a portion of which contains "R-rated" material which may comprise nudity, violence or mature subject matter. MilleDrive assumes no responsibility for filtering or monitoring the content viewed by its members; accordingly minor members' parents or guardians shall be solely responsible for filtering and/or monitoring their child's use of the MilleDrive Site and/or Services.
The MilleDrive Service
The MilleDrive Service is comprised of (i) the MilleDrive website, currently located at www.MilleDrive.com (and/or any successor or additional website(s) owned or operated by or for MilleDrive); (ii) the MilleDrive syndication network to the extent provided by MilleDrive (for example, when MilleDrive makes videos available on third party websites and services, e.g., through embedded players); (iii) the servers operated by or on behalf of MilleDrive; and/or (v) any other technology and/or services that MilleDrive provides its users. The MilleDrive Service may be distributed through any media format through any media channel and/or via any media device. The MilleDrive Service allows you to make material available to other users of the MilleDrive Service and to access videos and other content and materials made available by other users of the MilleDrive Service. All comments and other communications posted or published by you or other users on the MilleDrive Service, including in any bulletin board, chat, discussion group, feedback area, news group or email, are referred to as "User Material." All content made available by users other than "User Material" is referred as "Uploaded Content" and includes the audio-visual display (i.e., video and audio) that may be uploaded to the MilleDrive Service, along with any other material including, without limitation, music, animation, text, software, scripts, graphics, images, audio, information and interactive features. The terms and conditions regarding the uploading of Uploaded Content are covered in the Publisher Terms
User Material
You retain all of your rights in your User Material. You shall be solely responsible for your own User Material and the consequences of posting or publishing it on MilleDrive. You acknowledge that you have no expectation of privacy or confidentiality with respect to your User Material. In connection with User Material that you make available on MilleDrive, you expressly represent and warrant that you either own or have secured the necessary licenses, rights, consents, and permissions to enable MilleDrive to include the User Material as part of the MilleDrive Service and in the manner contemplated by these TOU. You warrant that all moral rights to the User Material you submit have been waived.
By submitting, posting, uploading, emailing or otherwise providing User Material to MilleDrive, you hereby grant MilleDrive a worldwide, non-exclusive, royalty-free, fully-paid, perpetual, irrevocable, sublicensable and transferable license to use, reproduce, modify, distribute, prepare derivative works of, display, publish, perform and transmit the User Material in connection with the MilleDrive Service and MilleDrive's (and its successor's) business, including without limitation for promoting and redistributing part or all of the MilleDrive Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the MilleDrive Service a non-exclusive license to access your User Material through the MilleDrive Service, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Material as permitted through the functionality of the MilleDrive Service and under these TOU.
MilleDrive does not guarantee that any User Material or Uploaded Content will be made available on the MilleDrive Service. MilleDrive shall have no obligation to monitor any User Material and Uploaded Content. MilleDrive does not assume any responsibility or liability for any User Material and you agree to waive any legal or equitable rights or remedies you may have against MilleDrive regarding such User Material. However, MilleDrive and its agents reserve the right to monitor any User Material and Uploaded Content from time to time for any lawful purpose. MilleDrive may, without notice to you, remove or block any User Material and/or Uploaded Content from the MilleDrive Service, including disabling access to such User Material and/or Uploaded Content that you have downloaded through MilleDrive.com.
You as the customer have sole responsibility and liability for the data you store on MilleDrive's servers. You control your data through its generated link. MilleDrive encourages you to archive your data regularly and frequently; You (the customer) bear full responsibility for archiving your data and sole liability for any lost or irrecoverable data. You agree to maintain your data in compliance with legal obligations. MilleDrive will delete Customer data upon termination of this Agreement. However, MilleDrive may retain Customer data in its archives after deletion and will not be liable to Customer in any way for such retained data.
Special Circumstances:
MilleDrive will provide access to the Services and Customer's data to an agent of Customer ("Authorized Agent") who provides MilleDrive with a notarized letter signed by an officer of Customer which letter shall include statements of authenticity, authority, and liability as required by MilleDrive in its sole discretion. You (the customer) expressly and irrevocably agree that MilleDrive may rely on such a letter and on the apparent authority of the person requesting access to the Services or to your account. In no event will MilleDrive be liable to you or any third party for MilleDrive's reliance on such letter or such apparent authority.
User Conduct (Acceptable Use)
Mille Media Limited grants you permission to use MilleDrive.com subject to all of the terms and conditions set forth in these TOU.
As a condition of use, you agree not to use the MilleDrive Service for any purpose that is unlawful. You agree to abide by all applicable local, state, national and international laws and regulations, including, without limitation, all intellectual property laws. Any unauthorized use of the MilleDrive Service is expressly prohibited.
By way of example, you agree not to (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any User Material, using any communications service or other service available on or through the MilleDrive Service, that:
i. infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity; or
ii. is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortuous, offensive, profane, pornographic or obscene, or promotes hate or incites violence; or
iii. misrepresents the source, identity or content of information transmitted via the MilleDrive Service; or
iv. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming") or a chain letter, a pyramid scheme, petitions for signatures, charity requests or any other similar solicitation; or
v. contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data or other information of MilleDrive or any third party; or
vi. impersonates, or falsely indicates an affiliation with, any person or entity, including, without limitation, any employee or representative of MilleDrive or access the MilleDrive accounts of others without permission; or
vii. constitutes an offer, for sale or otherwise, of any firearms, explosives, weapons, tobacco products, controlled substances, pharmaceuticals, counterfeit or stolen articles, registered or unregistered securities, or any items that would cause MilleDrive to violate any applicable law or regulation;
viii. harm minors in any way, this includes any form of child pornography; if serious enough, the content will be reported to the appropriate legal authority and/or the member's ISP will be contacted
ix. collects, or attempts to collect, personal information about users without their consent or constitutes a solicitation, for commercial purposes, any users of the MilleDrive Service with respect to their Uploaded Content; or
x. contains illegal or obscene material or fosters or promotes illegal activity, including but not limited to, gambling, the offering for sale of illegal weapons, and the promotion or publication of any material that may violate hate crimes legislation.
xi. Otherwise violates these TOU, the Privacy Policy, or any other policy posted on MilleDrive.com.
In addition to these TOU, your use of the Uploaded Content may be subject to separate license terms as set forth by the publisher.
Additionally, you agree that you will not: (i) take any action that imposes, or may impose, in MilleDrive's sole discretion, an unreasonable or disproportionately large load on MilleDrive's infrastructure; (ii) interfere or attempt to interfere with the proper working of the MilleDrive Service or any activities conducted on the MilleDrive Service; (iii) alter or modify any part of the website or access User Material or Uploaded Content through any technology or means other than those explicitly designated by MilleDrive; (iv) bypass any measures MilleDrive may use to prevent or restrict access to the MilleDrive Service, other accounts, or computer systems or networks connected to the MilleDrive Service; or (v) interfere with any other user's enjoyment of the MilleDrive Service, including, without limitation, accessing an account of a MilleDrive user that is not yours.
You may not (and may not permit others to), directly or indirectly, modify, translate, decompile, disassemble, or reverse engineer any part of the MilleDrive Service or any content available through the MilleDrive website (except to the limited extent applicable laws specifically prohibit such restriction), or copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. In addition, you may not remove any proprietary notices, marks or labels.
You shall not launch or otherwise use any robot, spider, scraper or other automated means to access the MilleDrive Service in a manner which sends more request messages to the MilleDrive server in any given period of time than a typical human would normally produce in the same period by using a conventional on-line web browser to read, view and submit materials. Notwithstanding the foregoing, we grant the operators of search engines permission to use robots to copy materials from the site for the sole purpose of creating publicly-available searchable indexes of the materials, but not caches or archives of the materials, provided that we reserve the right to revoke these exceptions either generally or in specific cases.
You shall not harvest or collect information from the MilleDrive Service, including, without limitation, information about other users of the MilleDrive Service. The use of any information learned through the MilleDrive Service or while on MilleDrive.com is limited to the express purposes set forth in these TOU; all other uses are strictly prohibited.
Unless expressly authorized, you shall not frame or otherwise display any portion of the MilleDrive.com website or any of its contents. No hyperlinks to any password protected web pages on the MilleDrive.com website are allowed. Hyperlinks to non-restricted pages are subject to review and termination by MilleDrive in our sole discretion.
MilleDrive Services may be used only for lawful purposes. Transmission, distribution or storage of any material in violation of any applicable law or regulation, including export control laws, is prohibited. This includes, without limitation, material protected by patent, copyright, trademark, service mark, trade secret or other intellectual property rights. If you use another party's material, you must obtain prior authorization. By using the Services, you represent and warrant that you are the author and copyright owner and/or proper licensee with respect to any hosted content and you further represent and warrant that no content violates the trademark or rights of any third party. MilleDrive reserves the right to suspend or terminate a Customer's transmission(s) that, in MilleDrive's discretion, violates these policies or violates any law or regulation.
You shall not misuse system resources including, but not limited to, employing content which consume excessive CPU time or storage space; utilizing excessive bandwidth; or resale of access to content hosted on MilleDrive servers.
Whether lawful or unlawful, MilleDrive reserves the right to determine what is harmful to its Customers, operations or reputation, including any activities that restrict or inhibit any other user from using and enjoying the Service or the Internet.
Please be aware MilleDrive reserves the right to cancel any account or transmission they find in violation of any of the above policies. If appropriate, MilleDrive will refer complaints to law enforcement authorities, and in such case, MilleDrive will actively assist law enforcement agencies with the investigation and prosecution of any such activities, including surrendering Customer account and data information.
Complaints about violators of our Policy should be sent via e-mail to abuse@Milledrive.com. Each complaint will be investigated and may result to immediate cancellation of Services without prior notice.
Content on the MilleDrive Network
Content on MilleDrive is meant for all audiences. You understand that you will be exposed to User Material and Uploaded Content from a variety of users. MilleDrive does not endorse and is not responsible for the accuracy, usefulness, safety, or intellectual property rights of such User Material or Uploaded Content. You further understand and acknowledge that you may be exposed to User Material or Uploaded Content that is inaccurate, offensive, indecent, or objectionable.
Ownership
The content accessible through the MilleDrive Service (except those uploaded by users), including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (collectively, the "MilleDrive Content") and the trademarks, service marks and logos contained therein (the "Marks"), are owned by or licensed to MilleDrive, and subject to copyright and other intellectual property rights under Hong Kong and foreign laws and international conventions. Except as set forth in these TOU, the MilleDrive Content, Marks, User Material and Uploaded Content are provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever except as set forth in these TOU. MilleDrive reserves all rights not expressly granted in and to the MilleDrive Service and the MilleDrive Content. If you download or print a copy of the MilleDrive Content, User Material or Uploaded Content, you must retain all copyright and other proprietary notices contained in or on such content and material. You agree not to circumvent, disable or otherwise interfere with security related features of the MilleDrive Service or features that prevent or restrict use or copying of any MilleDrive Content, User Material or Uploaded Content.
Copyright Policy
MilleDrive respects the rights of copyright holders. We have established a Copyright Policy which is incorporated herein by reference.
Privacy Policy
Please read the Privacy Policy carefully for disclosures relating to the collection and use of your personal information. The Privacy Policy, is incorporated by reference and made part of these TOU. Your use of the MilleDrive Service is subject to your acceptance of our TOU which include the Privacy Policy.
Termination
MilleDrive may terminate your access to all or any part of the MilleDrive Service at any time, with or without cause, with or without notice, effective immediately. You may terminate your use of the MilleDrive Service at any time, provided that all provisions of these TOU, which by their nature should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Customer Account
Authorized Users
Customer may designate persons to act as its agents to use the Services, provided that each designated person has the legal capacity to enter into binding contracts for Customer. Furthermore, Customer represents and warrants that each person who registers under Customer's account is an authorized agent of Customer (an "Authorized User") who has such legal capacity.
Responsibility for Access
Customer is solely responsible and liable for any and all access to and use of the Services (including all activities and transactions) by any Authorized User and/or User ID registered under Customer's account, unless such access to or use of the Services is the direct result solely of the gross negligence of MilleDrive. It is Customer's responsibility, through its systems administrator Authorized User, to set the appropriate access for each of Customer's Authorized Users.
Responsibility for User IDs and Passwords
Customer is solely responsible for maintaining the confidentiality of Customer access information, i.e. account ID's and passwords of its Authorized Users, and are responsible for all activities that occur under your account.
Notification of Unauthorized Use
Customer will immediately notify MilleDrive if Customer notices any activity indicating that Customer's account or data is being used without authorization, including: (a) Customer has received confirmation of an order or orders placed using Customer's account which Customer did not place or any similar conflicting report; or (b) Customer becomes aware of any unauthorized use of any product or service related to its account(s).
Disclaimer
You expressly understand and agree that: (a) your use of the MilleDrive Service is at your sole risk. MilleDrive Services are provided on an "as is" and "as available" basis. MilleDrive and its suppliers, to the fullest extent permitted by law, disclaim all warranties, including but not limited to warranties of title, fitness for a particular purpose, merchantability and non-infringement of proprietary or third party rights. MilleDrive and its suppliers make no warranties about the accuracy, reliability, completeness, or timeliness of our Services, software, or content; (b) MilleDrive makes no warranty that (i) the Service will meet your requirements, (ii) the service will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the service will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by you through the Service will meet your expectations, and (v) any errors in the software will be corrected; (d) any material downloaded or otherwise obtained through the use of the Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material; (e) no advice or information, whether oral or written, obtained by you from us or through or from the Service shall create any warranty not expressly stated in these terms and conditions. Furthermore, MilleDrive does not endorse, guarantee or assume responsibility for any product or service advertised or offered by any third party through the MilleDrive service or any hyperlinked website or included in any banner or other advertising, and MilleDrive will not be a party to or in any way responsible for monitoring any transaction between you and any third party with respect thereto.
Indemnification
You agree to defend, indemnify and hold harmless MilleDrive and its affiliates, subsidiaries and distribution partners and their respective officers, directors, employees and/or agents (collectively, "MilleDrive Indemnitees") from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys' fees) arising from: (i) your use of and access to the MilleDrive Service; (ii) your violation of any term of these TOU; (iii) your violation, alleged or actual, of any third party right, including without limitation any copyright, property, or privacy right; (iv) any claim that any User Material or Uploaded Content you upload and publish on the MilleDrive Service caused damage to a third party; or (v) your gross negligence or willful malfeasance (collectively, "Claims"). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the MilleDrive Indemnitees. MilleDrive shall have the right, in its sole discretion, to select its own legal counsel to defend the MilleDrive Indemnitees from any Claims (but by doing so shall not waive your indemnity obligations), and you shall be solely responsible for the payment of all reasonable attorneys' fees incurred by the MilleDrive Indemnitees in connection therewith. You shall not, without the prior express written approval of MilleDrive, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against you, if such settlement or resolution results in any obligation or liability for any MilleDrive Indemnitee. This defense and indemnification obligation will survive these TOU and your use of the MilleDrive Service.
Limitation of Liability
Your use of MilleDrive is at your own risk. If you are dissatisfied with any aspect of our Service or with these terms & conditions, or any other rules or policies, your sole remedy is to discontinue use of the Service. You expressly understand and agree that MilleDrive shall not be liable for any direct, indirect, incidental, special, consequential exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if we have been advised of the possibility of such damages), resulting from: (I) the use or the inability to use the Service; (II) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (III) any unauthorized access to or use or alteration of the MilleDrive servers and/or any personal information and/or financial information stored therein (IV) any interruption or cessation of transmission to or from the MilleDrive website (V) statements or conduct of any third party on the service (VI) any errors, mistakes or inaccuracies in or of any content, including any user material or uploaded content; personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the MilleDrive services (VII) any viruses, bugs, trojan horses, worms or other malicious code which may be transmitted to or through the MilleDrive website by any third party, and/or any loss or damage of any kind incurred as a result of the use of the MilleDrive service or any content, including any user material or uploaded content, posted, emailed or otherwise made available through the MilleDrive service (VIII) any other matter relating to the Service.
In no event shall MilleDrive or its affiliates, subsidiaries, partners or licensors or any of their respective officers, directors, employees and/or agents be liable to you or any third party for direct, indirect, special, exemplary, punitive or other consequential or incidental damages (including but not limited to any lost profits or revenue, business interruption, loss of programs or other data on your information handling system or otherwise) arising directly or indirectly from your use of the MilleDrive service, or any content, products or services distributed on or provided through the MilleDrive service (including but not limited to, MilleDrive content and MilleDrive marks), whether as a result of errors, omissions, loss of data, defects, viruses, interruptions or delays in operation or transmission, or any other cause, whether based on warranty, contract, tort or any other legal theory, even if MilleDrive or its suppliers have been expressly advised of the possibility of such damages.
Some jurisdictions restrict the limitation of liability or damages, so the above exclusions and limitations may not apply to you. If any part of the limitation of liability set forth above is unenforceable under applicable law, MilleDrive's and its suppliers' aggregate liability will be limited to the maximum extent permitted by law in the applicable jurisdiction.
Modifications to Agreements, Policies or to our Services
We reserve the right to change this Service Agreement at any time without notice. We also reserve the right at any time to modify or discontinue the Service, temporarily or permanently, with or without notice to you. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuance of the Service. You acknowledge that we may establish general practices and limits concerning use of the Service, including the maximum disk space that will be allotted on MilleDrive's servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Service in a given period of time. Further, you acknowledge that MilleDrive may change subscription fees at any time without notice. Changes in subscription fees will take effect on expiration of any existing Customer subscription.
Termination
Without limiting other remedies, MilleDrive may immediately issue a warning, suspend (i.e., lock out access and operation of Services for Customer) either temporarily or indefinitely, or terminate Customer's account and refuse to provide Services to Customer if: (a) MilleDrive believes that Customer have violated or acted inconsistently with this Agreement, or any of our policies; or (b) Customer have failed to pay fees or other payments due to MilleDrive; or (c) MilleDrive is unable to verify or authenticate any information Customer provides to MilleDrive; or (d) MilleDrive believes that Customer's actions may cause legal liability for Customer, MilleDrive's other clients, or MilleDrive.
MilleDrive may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. You agree that any termination of your access to the Service under any provision of these terms and conditions may be effected without prior notice, and acknowledge and agree that MilleDrive may immediately deactivate, archive or delete your account and all related information and data and/or any further access to such data or the Service. Further, you agree that MilleDrive shall not be liable to you or any third-party for any termination of your access to the Service.
Upon termination of this Agreement by either Customer or MilleDrive, all of Customer rights under this Agreement, and MilleDrive's provision of Services, will terminate immediately.
The following sections sections: User Material, Disclaimer, Indemnification, Limitation Of Liability and this Section (Termination) will survive any termination of this Agreement.
Miscellaneous
These terms and conditions will be governed by and construed in accordance with the laws of Hong Kong, excluding that body of law governing conflict of laws. Any legal action or proceeding relating to or arising out of these Terms or your use of the Web site will be brought in a federal or state court in Hong Kong, and you submit to the venue and personal jurisdiction of such court. If any provision of these Terms is held to be invalid or unenforceable, such provision will be enforced to the greatest extent possible and the remaining provisions will remain in full force and effect. Headings are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. MilleDrive's failure to act with respect to a breach by you or others does not waive MilleDrive's right to act with respect to subsequent or similar breaches. No action by you arising under this Agreement may be brought at any time more than twelve (12) months after the facts occurred upon which the cause of action arose.
Assignment
You may not assign any of its rights, or delegate any of its duties, under this Agreement, and any attempted assignment will be null and void.
Relationship
You and MilleDrive are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Force Majure
Operation of our Services may be interfered with by numerous factors outside of our control and we shall not be liable to you for any delay or failure in performance under this Agreement resulting directly or indirectly from causes beyond MilleDrive's control.
Enforceability and Waiver
If any provision of these TOU is found illegal or unenforceable, the TOU will be enforced to the maximum extent permissible, and the legality and enforceability of the other provisions of these TOU will not be affected. No delay or failure by MilleDrive to exercise or enforce any of its rights under these TOU will act as a waiver of such rights.
Interpretation
If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck, as narrowly as possible, and the remaining provisions shall be enforced. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
MilleDrive Confidential Information
You represent and warrant to MilleDrive that (a) you are not a competitor of MilleDrive, (b) you shall keep publicly unannounced information and materials pertaining to MilleDrive, pre-release software, testing or testing procedures strictly confidential and (c) you shall not use any information gained from access to the MilleDrive Web site or use of the MilleDrive Services to compete with MilleDrive in its business.
Links to Third Party Websites or Services
As a convenience for its users, MilleDrive may provide links on this website to other websites owned by third parties or make viewing of videos available on third party websites or services. Unless otherwise stated, MilleDrive does not endorse or control these third parties and takes no responsibility for them or their websites. Please refer to these third party websites for their terms and conditions and other policies.
Modification
MilleDrive shall have the right to modify these TOU at any time, which modification shall be effective upon posting the new TOU on the Terms of Use page of MilleDrive.com. We recommend that you check the MilleDrive.com website regularly for any such changes. Your use of the MilleDrive Service following such posting shall be deemed to constitute your acceptance of such modification. These TOU may not otherwise be changed or modified, except in a writing signed by an authorized representative of MilleDrive.
Exceptions
Except for other agreements or terms appearing on the Web site, this Agreement set forth the entire understanding and agreement between us with respect to the subject matter hereof.
Additional Information
Any questions relating to our Legal Agreements and Policies may be directed to support@MilleDrive.com.
Abuse management: Mail to abuse@MilleDrive.com
Mille Media Limited
Flat 142, 1/F, Godfrey Centre, Sham Shui Po,
Kowloon, Hong Kong
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