These CASCADA Terms and Conditions (this "Agreement") are entered into by Samsung Electronics Co., Ltd. ("Samsung") and the entity executing this Agreement ("You"). This Agreement governs Your use of CASCADA (the "Service"). BY CLICKING THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE OWNER OF THIS ACCOUNT.
"Account" refers to the account for the Service. “Affiliates” means an entity that, directly or indirectly, controls, is controlled by, or is under common control with a party to this Agreement, but only for so long as such control exists, and where “control” shall mean ownership of more than 50% of the stock or other equity interests entitled to vote for the election of directors or an equivalent governing body. "Confidential Information" includes any information disclosed by one party to the other, either in writing or verbally, as being confidential, or which, under the circumstances of disclosure, ought to be treated as confidential. However, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party's possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information. "Report(s)" means the resulting analysis shown on the Service, which may include information about . "Third Party" means any third party (i) to which You provide access to Your Account or (ii) for which You use the Service to collect information on the third party's behalf. For the avoidance of doubt “third party” in lower case does not have the same meaning as “Third Party” defined herein.
To register for the Service, You must complete the registration process by providing Samsung with complete and accurate information as prompted by the registration form, including Your e-mail address, username, and password. You will protect Your password and take full responsibility for Your own, and Third Party, use of Your Account. You are solely responsible for any and all activities that occur under Your Account. You will notify Samsung immediately upon learning of any unauthorized use of Your Account or any other breach of security.
Subject to the terms and conditions of this Agreement, Samsung grants You a limited, revocable, non-exclusive, non-sublicensable license to use, download, and/or save the Reports, solely for the purpose of managing and improving the quality of Your TV Plus Channel service (“Purpose”) . You will not (and You will not allow any third party to) (i) copy, modify, adapt, translate or otherwise create derivative works of the Reports; (ii) rent, lease, sell, assign or otherwise transfer rights in or to the Reports or the Service; and (iii) remove any proprietary notices or labels placed by the Service.
4.1 By registering to the Service, you will be able to see the Reports related to Your TV Plus Channel(s) only. You will comply with all applicable laws and regulations in Your use of and access to the Service and Reports.
4.2 If You download and/or save any Report, or a portion thereof, You must do so solely for the Purpose and must destroy the saved Reports within one (1) year of having saved them or immediately after the termination of this Agreement, whichever is earlier.
4.3 Samsung expressly reserves the right to change, suspend, remove, limit the use of, or disable the access to the Service or any portion thereof at any time without notice or liability.
Neither party will use or disclose the other party's Confidential Information without the other's prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order; in which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing the Confidential Information.
To the extent permitted by applicable law, You will indemnify, hold harmless and defend Samsung and its officers, directors, employees, agents, successors, at Your expense, from and against any and all losses, liabilities, damages, penalties, governmental inquiries, investigations and proceedings, as well as all costs and expenses (including reasonable attorneys’ fees and other litigation expenses), incurred in connection with any claim, demand, action, suit, investigation, arbitration or other proceeding brought or asserted by a third party (each, a “Claim”) arising from or relating to (i) Your breach of any term or condition of this Agreement, (ii) Your use of the Service, (iii) Your violations of applicable laws, rules or regulations in connection with the Service, (iv) any representations and warranties made by You under this Agreement; and (v) any claims with respect to acts or omissions of You or a Third Party in connection with the Service or the Reports. Samsung will provide You with written notice of any claim, suit or action from which You must indemnify Samsung. You will cooperate as fully as reasonably required in the defense of any claim. Samsung reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.
If You use the Service on behalf of the Third Party or a Third Party otherwise uses the Service through Your Account, whether or not You are authorized by Samsung to do so, then You represent and warrant that You are authorized to act on behalf of, and bind to this Agreement, the Third Party to all obligations that You have under this Agreement.
SAMSUNG EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PUPOSE AND NON-INFRINGEMENT. FURTHER, SAMSUNG DOES NOT REPRESENT OR WARRANT THAT ANY PORTION OF THE SERVICE AND THE REPORTS ARE FREE OF INACCURACIES, ERRORS, BUGS OR INTERRUPTIONS, OR IS RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. THE SERVICE AND THE REPORTS ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT ANY WARRANTY OF ANY KIND FROM SAMSUNG. SAMSUNG WILL NOT BE RESPONSIBLE FOR ANY DAMAGE THAT RESULT FROM THE USE OF THE SERVICE AND THE REPORTS.
SAMSUNG SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, YOUR USE OR MISUSE OF THE SERVICE AND THE REPORTS, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF SAMSUNG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. IN ALL EVENTS, YOUR SOLE REMEDY UNDER THIS AGREEMENT FOR ANY CLAIM OF BREACH SHALL BE TO TERMINATE THIS AGREEMENT. IN NO EVENT WILL SAMSUNG BE LIABLE TO ANY THIRD PARTIES FOR ANY DAMAGES WHATSOEVER.
10.1 This Agreement shall automatically terminate when You no longer provide any TV Plus Channels for Samsung TV Plus.
10.2 Without limiting Section 10.1, Samsung may, at any time with or without reason, terminate this Agreement by giving written notice of termination to the email address shown in your Account.
10.3 Upon the termination of this Agreement, Samsung will stop providing and You will stop accessing the Service. Additionally, You will immediately delete all copies of any saved Reports.
Samsung reserves the right, at any time, to modify this Agreement. Your continued use of the Service will be deemed an acceptance of the modified terms. If You do not agree to the modified terms, You should discontinue Your use of the Service.
12.1 This Agreement shall be governed by and construed under the laws of the state of New York, USA without reference to its conflict of law principles. Any dispute or controversy arising out of this Agreement shall be subject to arbitration proceedings under the arbitration rules of the International Chamber of Commerce. Notwithstanding the foregoing, Samsung may apply for injunctive remedies (or an equivalent type of urgent legal relief) in any court of competent jurisdiction.
12.1.1 If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
12.2 You may not assign or otherwise transfer any of Your rights in this Agreement without Samsung’s prior written consent, and any such attempt is void.
12.3 Any provision that, by its terms, is intended, to survive the expiration or termination of this Agreement, shall remain in full force and effect.