Terms and Conditions

Review the terms of use for the RoviResourceCenter website.

Table of Contents

Acceptance of Terms of Use for this Website & Permitted Use
Your Obligations and Conduct
Confidentiality of Rovi Information
Content on the Website
Indemnity
Notices, Modification and Termination of Services; Amendment of Terms
Advertisements and Promotions
Content Provided Via Links
Intellectual Property Rights
Disclaimer of Warranties
Limitation of Liability
Rovi's Privacy Policy
General Terms

1. ACCEPTANCE OF TERMS OF USE FOR THIS WEBSITE & PERMITTED USE

1.1 You must read these Terms of Use (“Terms”) carefully.

ROVI AND ITS AFFILIATES ("ROVI") PROVIDE THIS WEBSITE TO YOU, YOUR EMPLOYEES, AGENTS, AND CONTRACTORS, AND ANY OTHER ENTITY ON WHOSE BEHALF YOU ACCEPT THESE TERMS (COLLECTIVELY "YOU"), SUBJECT TO THESE TERMS. THESE TERMS ARE ENTERED INTO BY AND BETWEEN ROVI AND YOU, AND YOU ACCEPT THEM BY: (a) USING THE WEBSITE; AND/OR (b) ACKNOWLEDGING AGREEMENT WITH THESE TERMS. BY USING THIS WEBSITE YOU ACKNOWLEDGE AND AGREE THAT YOU ACCEPT THESE TERMS AND THESE TERMS SUPERCEDE AND REPLACE ANY TERMS OF USE YOU MAY HAVE PREVIOUSLY ACCEPTED ON THIS WEBSITE OR AS PART OF REGISTERING TO ACCESS THIS WEBSITE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.

1.2 This website ("Website") includes without limitation: (a) webpages, resources and services (collectively the "Services"); and (b) information and content, including, without limitation, technical, contractual, product, program, pricing, marketing, and other valuable information and data, text, software, music, sound, photographs, graphics, video, messages, or other materials (collectively, "Content"). Rovi controls and operates its websites from various locations and makes no representation that this Website is appropriate or available for use in all locations. Rovi products and services may not be available in Your location, and deliverables may vary among locations. If You are using the Website on behalf of Your employer, You represent and warrant that You are authorized to accept these Terms on Your employer's behalf, and that Your employer agrees to indemnify You and Rovi for violations of these Terms.

1.3 Rovi owns all right, title and interest in the Website, Services and Content, including, without limitation, all Rovi Trademarks (defined below). You may use the Website online only, and solely for your personal, non-commercial use. No other use is permitted without prior written permission of Rovi. The permitted use described in this paragraph is contingent on Your compliance at all times with these Terms. You may not, for example, republish any portion of the Website, Services or Content on any internet, intranet or extranet site or incorporate the Website, Services or Content in any database, compilation, archive or cache. You may not distribute any Services or Content to others, whether or not for payment or other consideration, and you may not modify, copy, frame, cache, reproduce, sell, publish, transmit, display or otherwise use any portion of the Website, Services or Content. You may not scrape or otherwise copy our Content without permission.

2. YOUR OBLIGATIONS AND CONDUCT

2.1 In consideration of Your use of the Website, You agree to: (a) provide accurate, current, and complete information about You as may be prompted by a registration form on the Website (the "Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any information You provide to Rovi, to keep it accurate, current and complete; and (d) accept all risks of unauthorized access to information and Registration Data. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with the Website.

2.2 You are entirely responsible for all information that You upload, post or otherwise transmit via the Website. You agree not to upload, post or otherwise transmit via the Website information that: (a) is inaccurate, harmful, obscene, pornographic, defamatory, racist, violent, offensive, harassing, or otherwise objectionable to Rovi or other users of the Website; (b) includes unauthorized disclosure of personal information; (c) violates or infringes anyone's intellectual property rights; or (d) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. Rovi reserves the right to edit or remove any information that violates these Terms or that contains third-party commercial advertisements.

2.3 You agree that You will not use the Website to: (a) transmit spam, bulk or unsolicited communications; (b) pretend to be Rovi or someone else, or spoof Rovi's or someone else's identity; (c) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Services; (d) misrepresent your affiliation with a person or entity; (e) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use the Website; (f) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; or (g) collect or store personal data about other users unless specifically authorized by such users.

3. CONFIDENTIALITY OF ROVI INFORMATION

3.1 You may obtain direct access via the Website to certain confidential information of Rovi and its suppliers, including without limitation technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential or is deemed confidential by Rovi ("Confidential Information"). You must hold Confidential Information in strict confidence. Title to Confidential Information remains with Rovi and its partners.

3.2 Your obligations regarding Confidential Information expire five (5) years after the date of disclosure. Upon termination of the Terms or Rovi's written request, You must cease use of Confidential Information and return or destroy it.

3.3 The Terms impose no obligation upon You with respect to Confidential Information that You can establish by legally sufficient evidence: (a) You possessed prior to Your receipt from Rovi, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by You, or otherwise without violation of the Terms; (c) You obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) You independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) in response to a valid order by a court or other governmental body, as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to Rovi adequate to afford Rovi the opportunity to object to the disclosure.

4. CONTENT ON THE WEBSITE

4.1 Unless otherwise stated herein, or in Rovi's Legal and Privacy Notices, any Content You provide in connection with this Website shall be deemed to be provided on a nonconfidential basis. Unless otherwise stated herein, or in Rovi's Legal and Privacy Notices, Rovi shall be free to use or disseminate such Content on an unrestricted basis for any purpose, and You grant Rovi and all other users of the Website an irrevocable, worldwide, royalty-free, nonexclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt, resell and publish such Content (including in digital form). You represent and warrant that you have proper authorization for the worldwide transfer and processing among Rovi, its affiliates, and third-party providers of any information that You may provide on the Website.

4.2 Rovi and its designees reserve the right to monitor, restrict access to, edit or remove any Content that is available via the Website.

5. INDEMNITY

You agree to indemnify and hold Rovi and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, customers, alliance members, other partners, employees and representatives harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of any information you provide or provided to Rovi, Your use of or connection to the Website (including any use by You on behalf of Your employer), Your violation of the Terms, or Your violation of any rights of another.

6. NOTICES; MODIFICATION AND TERMINATION OF SERVICES; AMENDMENT OF TERMS

Rovi may provide notice to You via email, regular mail, or posting notices or links to notices on the Website. Rovi reserves the right at any time to delete, modify, suspend or terminate the Website, Services and/or Content (or any part thereof or related files), and/or Your use of or access to them, with or without notice. Rovi will not be liable to You or any third-party for any deletion, modification, suspension, or termination of the Website, Services or Content (or any part thereof or related files), or loss of related information. Rovi may amend these Terms at any time by posting the amended terms on this Website.

7. ADVERTISEMENTS AND PROMOTIONS

Rovi may run advertisements and promotions from third parties on the Website. Your correspondence or business dealings with, or participation in promotions of, advertisers other than Rovi found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between You and such advertiser. Rovi is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-Rovi advertisers on the Website.

8. CONTENT PROVIDED VIA LINKS

You may find links to other Internet sites or resources on the Website. You acknowledge and agree that Rovi is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Rovi will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Except as expressly authorized by Rovi or by Content providers, You agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of the Content of Rovi or others, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software Rovi discloses to You, and You must not remove or modify any copyright or trademark notice, or other notice of ownership.

9.2 "Rovi Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations Rovi uses in connection with its products and services. You may not use, remove or alter any Rovi Trademarks, or co-brand your own products or material with Rovi Trademarks, without Rovi's prior written consent. You acknowledge Rovi's rights in Rovi Trademarks and agree that any use of Rovi Trademarks by You shall inure to Rovi's sole benefit. You agree not to incorporate any Rovi Trademarks into Your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with computer or Internet-related products, services or technologies.

9.3 Rovi is committed to respecting others' intellectual property rights, and we ask our users to do the same. If You believe that Your work has been copied in a way that constitutes copyright infringement on our Website, please contact our legal department via email at: legal@RoviCorp.com.

9.4 Nothing in these Terms shall be construed as conferring to You any license to intellectual property rights, whether by estoppel, implication, or otherwise, with respect to the Website, Services, Content or any other property of Rovi.

10. DISCLAIMER OF WARRANTIES

10.1 YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEBSITE, INCLUDING THE SERVICES AND CONTENT (AS DEFINED IN SECTION 1.2) IS PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. ROVI DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. ROVI MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE WEBSITE.

10.2 ROVI MAKES NO WARRANTY OR REPRESENTATION THAT: (a) THE WEBSITE WILL BE UNINTERRUPTED, ACCURATE, COMPLETE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE, COMPLETE, CURRENT, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, TIMELY, SECURE, ERROR-FREE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS OR DEFECTS IN THE WEBSITE WILL BE CORRECTED.

10.3 YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.

11. LIMITATION OF LIABILITY

11.1 TO THE FULL EXTENT PERMITTED BY LAW, ROVI IS NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, EVEN IF ROVI HAS PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE WEBSITE; (b) 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 WEBSITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY OR DISTRIBUTE.

11.2 TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY.

12. ROVI'S PRIVACY POLICY

You consent to the collection, processing and storage by Rovi of Your personal information in accordance with the terms of Rovi's Privacy Policy. You agree to comply with all applicable laws and regulations, and the terms of Rovi's Privacy Policy, with respect to any access, use and/or submission by You of any personal information in connection with this Website.

13. GENERAL TERMS

13.1 The Terms constitute the entire agreement between You and Rovi relating to their subject matter, and cancel and supersede any prior versions of the Terms. Rovi reserves the right to change these Terms at any time in its discretion and to notify You of any such changes solely by changing these Terms and making them available on the Website. Your continued use of the Website after the posting of any amended Terms shall constitute your agreement to be bound by any such changes. You must not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when You use Rovi or third-party products or services.

13.2 You agree that any material breach of Sections 2, 3, 4, 5, and 9 of the Terms will result in irreparable harm to Rovi for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Rovi will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Rovi seeks such an injunction.

13.3 California law and controlling U.S. federal law govern any action related to the Terms and/or Your use of the Website. Choice of law rules of any jurisdiction and the United Nations Convention on Contracts for the International Sale of Goods will not apply to any dispute under the Terms. You and Rovi agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California, U.S.A.

13.4 Services, Content, and product derived or obtained from this Website may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall: (a) obtain any export, reexport, or import authorizations required by U.S. or your local laws; (b) not use Services, Content, or direct product from this Website to design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide Services, Content, or direct product from this Website to prohibited countries and entities identified in the U.S. export regulations.

13.5 Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms.

13.6 The Website may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include statements regarding market expectations and opportunities, expectations about financials, research and development and strategies, statements concerning Rovi's roadmaps, market share growth, and product and service development and introduction, and our continuous evaluation of the competitiveness of our product and service offerings. These forward-looking statements are just predictions and involve risks and uncertainties. Actual results may differ materially from results discussed in the forward-looking statements. Factors that may cause such a difference include risks related to adverse changes in general economic conditions, failure to reduce costs, lack of success in technical advancements, the timely development, production and acceptance of new products and services, and Rovi's ability to compete in a rapidly changing marketplace. For a detailed listing of the potential factors affecting Rovi's business and these forward-looking statements, please refer to Rovi's periodic reports on Forms 10-Q and 10-K that are filed with the Securities and Exchange Commission (available at http://www.sec.gov/).

13.7 Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.

This document was last updated December 4, 2008.

Also reference “Rovi Legal and Privacy Notices”