HDMI WEBSITE TERMS OF USE
Revised: February 15. 2007
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY, AS USE OF THE HDMI WEBSITE CONSTITUTES ACCEPTANCE OF THESE TERMS AND CONDITIONS.
This website (currently located at the URL www.hdmi.org) is operated on behalf of HDMI Licensing, LLC ("HDMI"). By using this website (the "Services"), you are indicating that you have read the terms and conditions contained in this document (the "Terms of Use"), that you understand those terms and conditions, that you consent to be bound by all of its terms and conditions and that it constitutes a legally binding agreement between you and HDMI. If you are using the Services on behalf of your employer, you represent and warrant that you are authorized to accept these Terms of Use on your employer's behalf. IF YOU OR YOUR EMPLOYER DO NOT AGREE WITH ALL OF THE FOLLOWING TERMS AND CONDITIONS, PLEASE DO NOT USE THE SERVICES. We may revise these Terms of Use from time to time, at our sole discretion and without advance notice to you, by updating this document and posting the update on this website. Unless otherwise provided below, the revised terms will take effect when they are posted.
HDMI Founders and Adopters.
If your employer has become an HDMI Adopter by entering into an HDMI Adopter Agreement or Test Equipment Manufacturer (collectively, the "Adopter Agreement") with HDMI or your employer is an original contributor of intellectual property to HDMI (an "HDMI Founder," as set forth in more detail in the Adopter Agreement), then while you are employed by and acting on behalf of your employer, HDMI may provide you with access to certain secured areas of the Services and additional privileges beyond those in these Terms of Use.
To the extent there is any explicit conflict between the separate written agreement between your employer and HDMI on the one hand and these Terms of Use on the other, the terms of the separate written agreement shall prevail. Neither these Terms of Use nor any communication (other than a new written agreement executed by your employer and an authorized officer of HDMI) shall, or shall be deemed to, modify or change any of the terms of such existing separate written agreement between HDMI and your employer.
If you are an employee of an HDMI Adopter or HDMI Founder acting on behalf of and with the permission of your employer, you may use your employer's HDMI user account or establish an HDMI user account with the information your employer provides to you in order to do so (such accounts are collectively, the "Account") . You and your employer are liable for all uses of the Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in the Account. If you register for an Account, during the Account registration process, you may be requested to provide certain information name, e-mail address, country or territory of residence, employer and business contact information), and you agree to provide true, accurate, current and complete information about yourself as prompted by such process (such information being "Personal Information"). If any of your Personal Information changes, you must update that information in your Account. You agree that you will not allow others to use your User name, password (to the extent a password is required to access the Services) and/or Account. You agree that your Account and your use of your Account will terminate immediately upon the termination of your employment with the employer on whose behalf you were acting at the time that you registered for the Account. You agree to indemnify and hold HDMI, HDMI Adopters (other than you and/or your employer), the HDMI Founders, HDMI's partners, parent, subsidiaries, affiliates, agents, distributors, contractors and licensors (collectively the HDMI Affiliates), harmless for any improper, unauthorized or illegal uses of your user name, password and/or your Account. This includes illegal, unauthorized or improper use by anyone to whom you have given permission to use your user name, password and/or Account.
Use. You may use the Services solely for legitimate business purposes relating to HDMI's activities.
Eligibility. Please note that HDMI does not provide any internet connectivity services, nor does HDMI provide any computer equipment for users. You are entirely responsible for securing and paying for any such services and equipment, and for ensuring that such services and equipment meet the minimum requirements for the use of the Services. HDMI does not make the Services available to anyone under the age of 18. You represent that you are a 'natural person' older than the greater of (a) the age of eighteen (18) years, or (b) the age of majority in the country where you are a citizen.
Privacy. For information regarding HDMI's use of information collected in connection with the Services, please refer to the HDMI Privacy Policy www.hdmi.com/privacy_policy.asp, which is incorporated into these Terms of Use by reference.
Protection of Content.
The Services contains trademarks and other material furnished by HDMI, HDMI Affiliates, and others. All information not furnished by you and provided on the website or through the Services, such as (by way of example), hypertext markup language, designs, logos, images, illustrations, text and other documents, and any other materials, and the arrangement thereof, and all intellectual property rights in all of the above (collectively "Site Content") are the property of HDMI and/or HDMI Affiliates or other respective owners and are protected by intellectual property laws, including without limitation, U.S. and international patent, copyright and trademark laws. You may not sell, reproduce, distribute, copy, duplicate, resell, modify, display, publicly perform, prepare derivative works based on, repost, exploit for any commercial purpose, or otherwise use any of the Site Content in any way for any public or commercial purpose without the prior written consent of HDMI or the rights holder. If you violate any of these terms, you must immediately destroy any copies you have made of the Site Content, and HDMI may terminate your permission to use the Services by written notice (including by email).
Subject to all of the terms and conditions of these Terms of Use, HDMI hereby grants you a personal, limited, non-exclusive, non-transferable and revocable license to use the Site Content provided in the form and format that HDMI provides such Site Content for only for legitimate commercial purposes relating to HDMI's activities. Public display or use of any Site Content external to you or your employer is not included in such license. The promotional materials expressly offered for public display and distribution by HDMI are governed by the HDMI Promotional Materials Terms of Use. You must include or maintain all copyright, trademark and other notices contained or associated with any copy you may make of such Site Content. You acknowledge and agree that you may not sublicense, assign or otherwise transfer this license or the Site Content and that no title to the Site Content has been or will be transferred to you from HDMI or anyone else. We reserve the right to revoke this limited use license at any time, for any reason, and at the sole discretion of HDMI. All rights not expressly granted to you are reserved.
User Content.
We appreciate hearing from our users and welcome your comments regarding HDMI's mission, technology, and the Services. Please be advised, however, that our policy does not permit us to accept or consider creative or technical ideas, suggestions, inventions or materials other than those we have specifically requested. While we do value your feedback on our services, please be specific in your comments regarding our services and do not submit creative ideas, inventions, suggestions, or materials to us. If, despite our request, you send us unsolicited creative suggestions, ideas, drawings, concepts, inventions, or other information (collectively the "Submissions"), you assign the intellectual property rights in or relating to the Submissions to HDMI upon their submission or communication to HDMI, and you agree that the same will automatically become the property of HDMI and that HDMI shall be entitled to use, exploit, copy, publish, implement, transfer and in all other ways deal with such materials and all of the intellectual property rights therein in any way and for any purpose HDMI may elect. None of the Submissions shall be subject to any obligation of confidentiality on our part and we shall not be liable for any use or disclosure of any Submission.
Certain portions of the secured areas of the Services may allow you to submit information to the Services relating to your or your employer's participation in HDMI activities for certain purposes which are described in the relevant areas of the Services (with respect to each such purpose the "Permitted Purposes"). In the cases of: (a) your submission of sales data, royalty reports and other financial data, the Permitted Purpose shall be (i) the use of such data by HDMI and HDMI Affiliates in accordance with the Adopter Agreement, and (ii) the public disclosure of such data aggregated with similar data from other sources for the purpose of marketing and promoting the technology, intellectual property, and services offered by HDMI and HDMI Affiliates; and (b) your submission to HDMI's Adopter directory of Person Information, the Permitted Purpose shall be the display of such Personal Information in such directory and the use by HDMI of such information to contact you for HDMI's ordinary business purposes. All other Permitted Purposes shall be as disclosed in the relevant area of the Service. By submitting any text, data, photos, graphics, or any of these elements in combination ("User Content") to the Services, you hereby grant HDMI a non-exclusive, royalty-free, worldwide, perpetual, transferable, assignable, and sublicenseable (to any number of tiers) license to reproduce, publicly display, publicly perform, distribute, transmit, and otherwise use your User Content in all contexts, formats and media, for the Permitted Purposes and to use the User Content in the business of HDMI and its successor(s). Except as described with respect to Submissions above, HDMI does not obtain ownership rights to User Content. By uploading any User Content, you represent and warrant that you have the lawful right to reproduce and distribute such User Content and that the User Content complies with these Terms of Use. HDMI is not responsible for any misuse of your User Content. Do not include in any User Content any nonpublic information that you do not want to be used for the Permitted Purposes for such User Content.
You acknowledge and agree that HDMI may access, review, store, reproduce and/or disclose, as applicable, any User Content if required to do so, or if HDMI has a good faith belief that it is required, by law, court orders or other legal processes, to enforce these Terms of Use or the terms of the Adopter Agreement, to respond to any claims that such User Content (or your use of the same) violates any third party's rights, or to protect the rights, property or personal safety of HDMI, HDMI Affiliates, any other user, or the general public.
User Obligations. You agree not to do any of the following while using the Services:
Links. The Services may contain links to other websites or resources. You acknowledge and agree that HDMI is not responsible or liable for (i) the availability or accuracy of such websites or resources; or (ii) the content, advertising, or products on or available from such websites or resources. The inclusion of any link on the website does not imply that HDMI, the HDMI Affiliates or any other person endorses the linked site.
Content and Monitoring.
Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information or service providers and users, are those of the respective author(s) or distributor(s) and not of HDMI. You understand and acknowledge that HDMI does not have any obligation to monitor for accuracy or reliability any content on the Services other than content actually originating from HDMI. HDMI has the right, but not the obligation, to monitor, modify and/or remove any Site Content and/or User Content in the Services, and may do either in its sole discretion. HDMI is not responsible to you for any content or materials constituting all or part of any Site Content or User Content. HDMI neither endorses nor is responsible for the accuracy or reliability of any content, opinion, advice, information, or statement made on or in connection with the Services by anyone other than authorized HDMI employees acting in their official capacities.
HDMI may, without liability or obligation, in its sole discretion and at any time make modifications to, or discontinue, any Site Content and/or the Services, with or without providing you with notice. Upon HDMI giving you notice, you shall promptly cease the use of and destroy, all copies of any specified Site Content, or otherwise modify your usage as directed by HDMI. You agree that neither HDMI nor the HDMI Affiliates shall be liable to you or to any third party for any modification, suspension or discontinuance of the Services or Site Content.
Notices. HDMI will give you any necessary notices by posting them on the website. You authorize HDMI to send notices via electronic mail as well if HDMI decides, in its sole discretion, to do so. You agree to check the website for notices, and that you will be considered to have received a notice when it is made available to you by posting on the website.
Disclaimer.
THE SERVICES AND ALL SITE CONTENT ARE PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OR CONDITION OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HDMI AND THE HDMI AFFILIATES DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND MAKE NO WARRANTY OR REPRESENTATION REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES; THE ACCURACY OR RELIABILITY OF ANY SITE CONTENT; ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES; OR THAT THE SERVICES OR SITE CONTENT WILL MEET ANY USER'S REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HDMI OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY SITE CONTENT, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES OR OTHER COMPUTER CODE. HDMI AND THE HDMI AFFILIATES ARE NOT RESPONSIBLE FOR ANY DECISIONS BASED UPON THE SITE CONTENT. IT IS YOUR RESPONSIBILITY TO TAKE APPROPRIATE DUE DILIGENCE TO ENSURE THAT THIS INFORMATION IS SUITABLE FOR YOUR PURPOSES, INCLUDING WITHOUT LIMITATION TO IMPLEMENT ANY PRODUCTS OR SERVICES BASED ON SUCH INFORMATION.
UNDER NO CIRCUMSTANCES SHALL HDMI OR THE HDMI AFFILIATES BE LIABLE FOR ANY UNAUTHORIZED USE OF THE SERVICES OR THE SITE CONTENT.
Limitation of Liability. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, NEITHER HDMI, THE HDMI AFFILIATES, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES SHALL BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OR INACCURACY OF DATA, OR INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES RESULTING FROM YOUR ACCESS TO, OR USE OF, OR INABILITY TO USE THE SITE CONTENT AND/OR SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE KNOW OF THE POSSIBILITY OF SUCH DAMAGE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. TO THE EXTENT THAT IN A PARTICULAR CIRCUMSTANCE ANY DISCLAIMER OR LIMITATION ON DAMAGES OR LIABILITY SET FORTH HEREIN IS PROHIBITED BY APPLICABLE LAW, THEN, INSTEAD OF THE PROVISIONS HEREOF IN SUCH PARTICULAR CIRCUMSTANCE, HDMI AND/OR THE HDMI AFFILIATES SHALL BE ENTITLED TO THE MAXIMUM DISCLAIMERS AND/OR LIMITATIONS ON DAMAGES AND LIABILITY AVAILABLE AT LAW OR IN EQUITY BY SUCH APPLICABLE LAW IN SUCH PARTICULAR CIRCUMSTANCE.
Copyright Agent. Unauthorized copying or distribution of copyrighted Site Content is an infringement of the copyright holder's rights. At our discretion and in appropriate circumstances (which circumstances may include, by way of example, Users who repeatedly infringe others' copyrights), HDMI may revoke the license of users who infringe upon the copyright, or other intellectual property rights, of others. If you are a copyright holder who believes that the Services are hosting or linking directly to infringing copies of your work, please let us know, and if you believe that one of our users is a repeat infringer of your work, please let us know that in addition to the information required below. Pursuant to 17 United States Code 512(c)(2), our designated agent for notice of alleged copyright infringement on the Services is:
Attn: Copyright Agent Pursuant to Title 17, United States Code, Section 512(c)(3), a notification of claimed infringement related to the Services must be a written communication addressed to the designated agent as set forth above, and must include substantially all of the following:
U.S. Government Restricted Rights. All Site Content supplied by or through the Services are provided with RESTRICTED RIGHTS. use, duplication, or disclosure by the U.S. Government is subject to restrictions as set forth in FAR52.22724 and DFAR252.227-7013 et seq. or its successor. Use of any of such by the Government constitutes acknowledgment of the proprietary rights of HDMI and its suppliers in the Site Content and Services. In the event that any element of these Terms of Use is deemed inconsistent with the minimum rights identified in the FARS and DFARS Restricted Right provisions, the minimum rights shall prevail.
Compliance with Applicable Law. You agree to abide by all applicable U.S and local laws with respect to your use of the Services. Without limiting the generality of the foregoing, you specifically agree to comply with all applicable export control laws and not to transfer, by any means, the Services or any content or software subject to restrictions under such laws to a national destination or person prohibited under such laws.
Claims and Arbitration. Any action hereunder by a user must be brought, if at all, within one (1) year from the accrual of the cause of action. Except as set forth under "Remedies" and "Indemnification" below, you agree that all disputes and claims arising out of or relating to these Terms of Use, the Services or Site Content, your use of the Services or Site Content (including the arbitrability of any claim or dispute), or to any other alleged act or omission by you or HDMI, shall be determined exclusively by final and binding arbitration. The arbitration shall be conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") before a panel of three arbitrators and conducted in Santa Clara County, California. You and HDMI also agree that the AAA Optional Rules for Emergency Measures of Protection shall apply to the proceedings. Except as expressly set forth under "Remedies" and "Indemnification" below, you and HDMI may litigate in court only to compel arbitration under these Terms of Use or to confirm, modify, vacate or enter judgment on the award rendered by the arbitrators. To the fullest extent permitted by applicable law: no arbitration under these Terms of Use shall be joined to an arbitration involving any other current or former licensee of HDMI, whether through class arbitration proceedings or otherwise; no finding or stipulation of fact in any other arbitration, judicial or similar proceeding may be given preclusive or collateral estoppel effect in any arbitration hereunder (unless determined in another proceeding between you and HDMI); and no conclusion of law in any other arbitration may be given any weight in any arbitration hereunder (unless determined in another proceeding between you and HDMI).
Remedies. To the extent that you have breached these Terms of Use, or HDMI reasonably believes that you are likely to breach these Terms of Use. in any manner which violates or may violate HDMI's or any HDMI Affiliate's intellectual property rights, or may cause continuing or irreparable harm to HDMI or an HDMI Affiliate, HDMI may seek injunctive relief, or any other appropriate relief, in any court of competent jurisdiction. Nothing contained in this paragraph or elsewhere in these Terms of Use shall be construed to limit remedies or relief available pursuant to statutory or other claims that HDMI and the HDMI Affiliates may have under separate legal authority, including but not limited to (a) any claim for intellectual property infringement or (b) any claim arising under the Adopter Agreement, such as claims relating to reporting and collection of royalties.
Indemnification. You agree to indemnify, hold harmless, and subject to the terms of this paragraph, defend: HDMI, the HDMI Affiliates, and each of their respective officers, directors, employees, consultants, agents, founders and partners, from and against any claims, actions, liability, damages and/or demands, including without limitation reasonable legal and accounting fees, due to or resulting from your use of the Services; your connection to the Services; your violation of the rights of others, these Terms of Use or any intellectual property or other right of any person or entity; and any intellectual property infringement by any other user of your account. HDMI may in its discretion elect to assume, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with HDMI in asserting any available defenses.
General Provisions. If any part of these Terms of Use is held to be unenforceable, the unenforceable part shall be given effect to the greatest extent possible and the remainder will remain in full force and effect. HDMIs failure to pursue any available claim or defense pursuant to these Terms of Use or otherwise will not be a waiver of such claim or defense. Any waiver of any provisions of these Terms of Use will be effective only if in writing signed by HDMI. These Terms of Use will inure to the benefit of HDMI and the HDMI Founders and each of their successors and assigns. These Terms of Use are personal to you and you may not transfer, assign or delegate these Terms of Use to anyone without the express written permission of HDMI. Any attempt by you to assign, transfer or delegate these Terms of Use without the express written permission of HDMI shall be null and void. The paragraph headings in these Terms of Use are included to help make the agreement easier to read and have no binding effect. The law of the state of New York, U.S.A., without regard to its conflicts of law provisions, will govern these Terms of Use. Except for claims or disputes to the extent arbitrated as provided above, you expressly agree that the state and federal courts located in Santa Clara County, California, USA have exclusive jurisdiction over any claim or dispute with HDMI or relating in any way to your use of the Services or the Site Content, and you agree to submit to the personal and exclusive jurisdiction of such courts.
These Terms of Use and any other terms or documents referred to herein constitute the entire agreement between you and HDMI with respect to the use of the Services and Site Content and may only be superseded or amended by a separate written agreement signed by an authorized representative of HDMI.
If you have any questions about these Terms of Use, please contact us at: