This Subscription and License Agreement (“Agreement”) is a legal contract between you (referred to in this Agreement as either “you” or “Subscriber”) and Nordic HD S.L., a company (referred to in this Agreement as “we” or “NordicHD.TV”).
We provide access to an Internet-based service offering a selection of television shows, movies, clips, and other content (collectively, the "Content") which can be accessed by purchasing a subscription (which may also include one-time access to the Content). The Content is accessed by the use of a set-top box (the “STB”). Our service, the Web Site, the Content, our player/computer client for viewing the Content and any other features, tools, applications, software applications, materials, or other services offered from time to time by us, however accessed, are referred to collectively as the "Services."
IMPORTANT - PLEASE READ - CAUTION:
1. Subscription and Grant of License.
You are hereby granted a non-exclusive, non- transferable limited right and subscription to use the Services subject to the terms and conditions specified in this Agreement. The Services shall only be used by Subscriber and Subscriber is responsible to take all measures and precautions to control and protect its license and subscription to the Services; NordicHD.TV disclaims all liability in the event that Subscriber allows any unauthorized access to its account or the Services. Any use of the Services other than as permitted herein is in violation of this Agreement.
The term “Services” as used in this Agreement also includes any supplied corrections, bug fixes, enhancements, updates, features, components or other modifications created and supplied by NordicHD.TV and any user manuals or other documentation that may be supplied by NordicHD.TV at any time in conjunction with the Services, either in print or made available on its Web Site (collectively, “Updates”). By installing or using any Updates, Subscriber also agrees to be bound by any additional license terms and conditions that may accompany such Updates. For the sake of clarity, NordicHD.TV is not obligated to provide such Updates unless expressly provided in this Agreement or otherwise in writing.
(a) The fees for using the Services are stated on the Web Site www.nordichd.tv . By signing up for a subscription to the Services, you are expressly agreeing that we are authorized to charge you a subscription fee in accordance with the subscription option that you have chosen, plus any other fees for additional services you may purchase, and any applicable taxes in connection with your use of the Services to the credit card or other payment method accepted by us ("Payment Method") that you provided during registration. If your Payment Method expires and you do not edit your Payment Method information or cancel your account, you authorize us to continue billing, and you will remain responsible for any uncollected amounts.
(b) As used in this Agreement, "billing" shall indicate either a charge or debit, as applicable, against your Payment Method. The subscription fee will be billed at the beginning of your subscription, and on each renewal thereafter unless and until you cancel your subscription or the account or service is otherwise suspended or discontinued pursuant to this Agreement.
(c) We automatically bill your Payment Method in the interval stated in the package that you have selected to access the Services. In the event that you change your Payment Method, your billing cycle may change. Please contact our customer service department to verify any information regarding your billing cycle, automatic payments, changes to your Payment Method or account information or any questions relating to your subscription and use of the Services. You acknowledge that the amount billed each month may vary due to promotional offers, changes in your subscription plan, and changes in applicable taxes, and you authorize us to charge your Payment Method for the corresponding amounts. If we change the subscription fee or other charges for the Services from time to time, we will give you advance notice of these changes by email. However, we will not be able to notify you of changes in any applicable taxes.
(d) PAYMENTS FOR THE SERVICES ARE NONREFUNDABLE FOR ANY REASON AND THERE ARE NO REFUNDS OR CREDITS FOR PARTIALLY USED PERIODS. THERE SHALL BE NO REFUNDS, PARTIAL OR OTHERWISE, PROVIDED AT ANY TIME FOR ANY REDUCTION, CHANGES OR CESSATION IN ANY PART OF THE CONTENT. At any time, and for any reason, we may provide a refund, discount, bonus discount or other consideration to some or all of our subscribers ("credits"). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstance.
Your subscription to the Services will continue in effect for the term that you have signed up for (either on a month-to- month, quarterly or yearly basis) unless and until you cancel your subscription or the account or Services are otherwise suspended or discontinued pursuant to this Agreement. You must cancel your subscription before it renews each month in order to avoid the next month's billing. If you cancel your subscription during the first month, you will not receive a refund for that first month but, you will continue to have access to the Services for the remainder of that billing cycle. You may cancel your subscription by visiting our authorized location as set forth on the Web Site or sending us an email as designated in the Web site (if you send an email you must receive a confirmation response from us in order to ensure that you have properly canceled your subscription).
5. Restrictions on Use.
Subscriber shall only use the Services and view the Content with the following restrictions:
i. Subscriber shall only use the Services and view the Content personally and for a non- commercial purpose in compliance with this Agreement.
ii. Subscriber may not either directly or through the use of any device, software, internet site, web-based service, or other means remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notices marked on the Content or any digital rights management mechanism, device, or other content protection or access control measure associated with the Content including geo- filtering mechanisms. Subscriber may not either directly or through the use of any device, software, internet site, web-based service, or other means copy, download, stream capture, reproduce, duplicate, archive, distribute, upload, publish, modify, translate, broadcast, perform, display, sell, transmit or retransmit the Content unless expressly permitted by us in writing.
iii. Subscriber may not incorporate the Content into, or stream or retransmit the Content via any hardware or software application or make it available via frames or in-line links unless expressly permitted by us in writing. Furthermore, Subscriber may not create, recreate, distribute or advertise an index of any significant portion of the Content unless authorized by us. The Content covered by these restrictions includes without limitation any text, graphics, layout, interface, logos, photographs, audio and video materials, and stills. In addition, Subscriber is strictly prohibited from creating derivative works or materials that otherwise are derived from or based on in any way use the Content, including montages, mash-ups and similar videos, wallpaper, desktop themes, greeting cards, and merchandise, unless it is expressly permitted by us in writing. This prohibition applies even if Subscriber intends to give away the derivative materials free of charge. Subscriber may only access and view the Content personally and for a non- commercial purpose in compliance with this Agreement.
iv. Subscriber may not modify, enhance, remove, interfere with, or otherwise alter in any way any portion of any video player or pc client that may be used in connection with the Services (the “Video Player”), its underlying technology, any digital rights management mechanism, device, or other content protection or access control measure incorporated into such video player. This restriction includes, without limitation, disabling, reverse engineering, modifying, interfering with or otherwise circumventing the any application, software or system in any manner that enables users to view the Content without: (i) displaying visibly both the Video Player and all surrounding elements (including the graphical user interface, any advertising, copyright notices, and trademarks) of the webpage where the Video Player is located; and (ii) having full access to all functionality of the Video Player, including, without limitation, all video quality and display functionality and all interactive, elective, or click- through advertising functionality.
v. Subscriber shall not dissasemble or otherwise tamper with the STB and shall not use the STB in any other manner other than in connection with the Services, including, without limitation, Subscriber shall not use the STB with any content aggregator.
vi. Subscriber shall not use the Services or the STB in violation of any ordinances, laws, statutes, regulations or requirements of any governmental authority or entity having or claiming jurisdiction.
6. Reservation of Rights.
NordicHD.TV hereby reserves any and all rights not expressly and explicitly granted in this Agreement, including but not limited to, NordicHD.TV’s right to license the Services to any third party or allow any other third party to subscribe to the Services.
7. Intellectual Property Rights.
(i) Subscriber agrees that NordicHD.TV owns all proprietary rights, including patent, copyright, trade secret, trademark and other proprietary rights, in and to NordicHD.TV, the NordicHD.TV logo, www.nordichd.tv and any related links, and other NordicHD.TV marks, graphics, logos, scripts, and sounds are trademarks of NordicHD.TV. None of the NordicHD.TV trademarks may be copied, downloaded, or otherwise exploited.
(ii) NordicHD.TV reserves the right to terminate your subscription hereunder if NordicHD.TV, in its sole and absolute discretion, believes that you are in violation of this paragraph, such violations including copyright restrictions, copying of any of the Content provided to you by us, the or the copying or other unauthorized use of our proprietary content. NordicHD.TV does not promote, foster or condone the copying of movies, TV shows or video clips or any other infringing activity. The use of the Services, including movies and TV shows and video clips made available to you by us, is solely for your personal and non-commercial use.
The term of this Agreement shall begin on the date that payment for the Services is received and the terms and conditions contained in this Agreement are accepted by Subscriber and shall continue in full force and effect as long as Subscriber complies with the terms and conditions contained in this Agreement, including, without limitation, the obligation to make the required payments for use of the Services.
(a) This Agreement and Subscriber's right to use the Services may be terminated immediately: (i) by the mutual agreement of the parties; (ii) by NordicHD.TV if Subscriber fails to make the required payments for use of the Services in accordance with this Agreement and the Web Site; (iii) by Subscriber providing the required cancellation notice to NordicHD.TV pursuant to Section 4 or (iv) upon Subscriber's material breach of this Agreement. Subscriber may restore its access to the Services by paying applicable fees, in which case such repayment will trigger a new billing cycle starting from current payment date.
10. The STB.
The ownership of the STB will be determined according to the current promotions and offers valid on the day of subscription on the website www.nordichd.tv
(i) Ownership of the STB may remain with NordicHD.TV at all times and Subscriber shall have no right, title or interest in or to the STB other than the right to use it in connection with the Services pursuant to this Agreement and any other information that may be contained on the Web Site. In this event, subscriber may be obligated to pay a deposit and/or rental fee for the use of the STB as set on a specific promotion or offer on the Web Site.
(iii) STB can be owned and purchased by the customer according to the current promotion or offer on the Website. Standard warranty and use terms are applied in this case according to the laws of Spain.
11. Disclaimer of Warranty.
PLEASE READ CAREFULLY. THIS SECTION LIMITS OUR RESPONSIBILITY TO YOU FOR USE OF THE SERVICES. WE MAKE NO REPRESENTATION OR WARRANTY TO YOU REGARDING THE SERVICES.
TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE SERVICES, INCLUDING THE WEB SITE AND USER INTERFACES, AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH, THE STB OR ANY OTHER FEATURES, APPLICATIONS OR FUNCTIONALITIES ASSOCIATED WITH THE SERVICES, ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND AND WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SERVICES, OUR WEBSITE AND USER INTERFACES, THE STB AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH.
WE DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICES, INCLUDING USE OF OUR SOFTWARE, THE CONTENT, APPLICATIONS OR FUNCTIONALITIES, WILL BE UNINTERRUPTED OR ERROR-FREE, AND YOU AGREE THAT WE MAY ELIMINATE OR OTHERWISE MODIFY ANY OR ALL ASPECTS OF THE SERVICES, INCLUDING FEATURES, CHANNELS, MOVIES OR OTHER CONTENT THAT MAY BE OFFERED, WITHOUT COMPENSATION OR NOTICE TO YOU. WE SPECIFICALLY DISCLAIMS LIABILITY FOR THE USE OF APPLICATIONS, THE STBAND ANY OTHER SUCH DEVICES AND SOFTWARE (INCLUDING THEIR CONTINUING COMPATIBILITY WITH THE SERVICES).
Without limiting the foregoing, we assume no liability or responsibility for any of the following: (i) the inclusion or exclusion of any particular channel or Content which may be removed or added in our sole discretion at any time for any reason or for no reason; (ii) errors or omissions in the Content or on the Web Site or user interfaces; (iii) any failure or interruption in the availability of the Service, Content and/or Web Site or user interfaces or the functionality of the STB; (iv) delivery and or display of any Content contained on the Web Site, user interfaces, or otherwise through the Services; (v) any unlicensed Content or any violations of copyright, trademark or other similar laws and restrictions related to any Content, of which we have no affirmative knowledge of; and (vi) any losses or damages arising from the use of the Services, the Content, the STB, the Web Site, user interfaces, or otherwise through the NordicHD.TV service itself, including without limitation, any links contained therein, including any losses or damages arising from downloading of related software, downloading and/or use of any other software or applications.
TO THE EXTENT ALLOWABLE BY LAW, WE DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, INCLUDING, FOR EXAMPLE, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. In addition, we do not represent or warrant that the information accessible via the Web Site is accurate, complete or current. We do not make any representations with respect to the Content contained on movies, TV shows and video clips from the Services or the descriptions of any movie, TV show or video clip content contained on the Web Site or user interfaces. We do not represent or guarantee that your use of the Services will be free from interruption, downtime, loss, corruption, attack, viruses, interference, hacking, or other security intrusion and we disclaim any liability with respect thereto. No oral or written information or advice given by us or our authorized representative shall create a warranty or otherwise constitute a representation binding upon us or its affiliated parties.
To the maximum extent allowed by law, NordicHD.TV does not warrant any connection to, transmission over, or results or use of, any network connection or facilities provided (or failed to be provided) through the Services. You are responsible for assessing your own computer and transmission network needs, and the results to be obtained therefrom.
12. Limitation of Liability.
PLEASE READ CAREFULLY. THIS SECTION LIMITS NORDICHD.TV 'S LIABILITY TO YOU FOR ANY DAMAGE SUFFERED BY YOU.
IN NO EVENT SHALL NORDICHD.TV, OR ITS AFFILIATES, OR ANY OF THEIR SHAREHOLDERS, OWNERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES OR LICENSORS (THE “NORDICHD.TV PARTIES”) BE LIABLE (JOINTLY OR SEVERALLY) TO YOU FOR PERSONAL INJURY OR ANY SPECIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE SERVICES, INCLUDING THE WEB SITE AND USER INTERFACES, THE STB AND ALL CONTENT AND SOFTWARE ASSOCIATED THEREWITH, OR OTHERWISE RELATED TO THE SERVICES, THE CONTENT, ANY SOFTWARE OR ANY OTHER FEATURES, APPLICATIONS OR FUNCTIONALITIES ASSOCIATED WITH THE SERVICES.
WE MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING THE STB OR THE COMPATIBILITY OF THE STB WITH ANY HARDWIRE OR OTHER DEVICE THAT MAY BE USED IN CONNECTION WITH THE SERVICES.
NordicHD.TV shall not be liable in any way to Subscriber for any loss, damage or expense of any kind caused directly or indirectly by the Services or the use, maintenance or handling, loss or interruption of access or because it is or becomes unsuitable or unserviceable, or for any interruption of service or loss of use thereof, or for any loss of business or damage whatsoever or however caused thereby.
PLEASE READ CAREFULLY. NORDICHD.TV MAY HOLD YOU RESPONSIBLE FOR DAMAGE YOU CAUSE TO OTHERS BY USING THE SERVICES IN VIOLATION OF THIS AGRREEMENT.
At NordicHD.TV ‘s request, you agree to defend, indemnify and hold harmless the NordicHD.TV Parties from all liabilities, claims and expenses, including attorneys' fees, arising from any breach of this Agreement by you. The NordicHD.TV Parties reserve the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you hereunder.
(a) This is a license and subscription agreement only, and nothing herein shall be construed as conveying to Subscriber title to the Services or the STB. The Services is and shall at all times remain the personal property of NordicHD.TV. Subscriber agrees that it will never represent that the title to the Services is in anyone other than NordicHD.TV and shall never cooperate, whether actively or passively, with anyone claiming any right, title or interest in the Services, other than NordicHD.TV.
(b) If any provision of this Agreement is unenforceable, such unenforceability shall not make any other provision hereof unenforceable. Any reference to any party includes its agents and employees. If any provisions of this Agreement conflict with any statute or rule or law in any jurisdiction wherein it may be sought to be enforced, then said provisions shall be deemed null and void to such extent, but without invalidating the remaining provisions.
(c) The remedies of this Agreement provided in favor of NordicHD.TV shall not be deemed exclusive, but shall be cumulative, and shall be in addition to all other remedies in its favor existing at law or in equity. The failure or delay of NordicHD.TV in exercising any right granted it hereunder upon any occurrence of any of the contingencies set forth herein shall not constitute a waiver of any such right upon the continuation or recurrence of any such contingencies or similar contingencies and any single or partial exercise of any particular right by NordicHD.TV shall not exhaust the same or constitute a waiver of any other right provided herein.
(d) Any failure by NordicHD.TV to require strict performance by Subscriber of any term, covenants or agreements herein shall not be construed as a consent or waiver of any breach of the same or of any other term, covenant or agreement herein.
(e) This Agreement constitutes the complete agreement and understanding among the parties, and supersedes all prior or contemporaneous proposals, oral or written, understandings, covenants, agreements, arrangements and communications between them relating to the subject matter of this Agreement.
(f) Subscriber acknowledges that it has had full opportunity to review this Agreement in detail and to seek independent legal representation and advice pertaining to this Agreement and either has done or has in its own independent business judgment chosen not to do so.
(g) This Agreement shall not be construed against either party as the drafter of this Agreement.
(h) This Agreement shall be governed exclusively by the laws of the Spain, without regard to conflicts of laws principles thereof.
In order to set up your Account, you will be required to accept all of the above terms and conditions. If you do not accept this Agreement, follow the return instructions given to you online.
IN WITNESS WHEREOF, the parties have executed below this License and Subscription Agreement by their duly authorized representatives.