Alphonso Inc. (Alphonso) owns and operates the website alphonso.tv (the
IF YOU DO NOT AGREE TO ALL OF THESE TERMS OF SERVICE, OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO ENTER INTO THIS AGREEMENT, THEN DO NOT REGISTER FOR, DOWNLOAD, ACCESS OR USE THE SERVICE. DOWNLOADING ANY APP OR THE SDK (IN WHOLE OR IN PART), COMPLETING THE REGISTRATION PROCESS FOR THE SERVICE OR OTHERWISE ACCESSING OR USING ALL OR ANY PART OF THE SERVICE WILL CONSTITUTE ACCEPTANCE OF, AND CREATE A LEGALLY ENFORCEABLE CONTRACT UNDER WHICH YOU AGREE TO BE BOUND BY, ALL OF THESE TERMS OF SERVICE, WITHOUT MODIFICATION.
Alphonso reserves the right, at its sole discretion, to update, modify or replace the Terms of Service (including any Policy), in whole or in part, at any time. Alphonso will use reasonable efforts to notify you of any material change approximately 30 days in advance of the effective date of any change. Change notices may be communicated by postings at or through the Site, Apps or SDK, e-mail or otherwise. In any case, you should periodically check the Policies and other Terms of Service for changes. Continued access or use of the Service following any change to the Terms of Service constitutes your acceptance of those changes. The Terms of Service may not otherwise be amended, except by a written agreement executed by you and Alphonso.
Alphonso may modify, suspend or terminate the Service (including without limitation, the Site, SDK or any App), in whole or in part, at any time.
The Service is intended by Alphonso to be made available only to individuals who are at least 18 years old, or who are at least 13 years old and who have the express permission of their parent or guardian. If you do not qualify under these criteria, then you are prohibited from downloading, accessing, using and registering for the Service. Alphonso will not collect personally identifiable information from any person who is actually known to us to be under the age of 13. If we become aware that a person under 13 has provided personally identifiable information, Alphonso will take steps to remove such information and terminate that individual’s account, access and use of the Service.
Alphonso may refuse to offer or continue offering the Service to any person and may change its eligibility criteria from time to time.
An App may be made available to you either: (a) as a separate download directly from Alphonso; or (b) as part of a larger application (Host Application) that includes the App, and which has been downloaded by you from (or otherwise provided to you by) a reseller, distributor, OEM, ODM or other authorized third party (an Authorized Distributor) pursuant to an agreement with Alphonso. In all cases, to ensure the integrity of the Service, you must complete an account registration process and provide Alphonso with current, complete and accurate information, as more specifically required by then current registration procedures.
If you download the App directly from Alphonso, then registration for the Service will be accomplished by connection to one or more of your social networking accounts (as designated by you). Currently, the Service supports registration using Facebook and Twitter connections. If you have obtained the App from an Authorized Distributor, then your Service account will be established when the Host Application provides your registration data to Alphonso.
By way of illustration and not limitation, you may be required to provide the following information in order to establish your account and register for the Service: username; password; legitimate e-mail address; demographic data; and certain preferences and permissions (such as, for example, preferred contact method). By identifying yourself through a social networking account, Alphonso may obtain additional information about your corresponding profile (to the extent permitted by the terms, conditions and functions of that social networking site). You are required to maintain and update your registration data from time to time, to ensure that it is always current, complete and accurate.
Alphonso may refuse to accept any user’s application to register for the Service, in its sole discretion. Upon acceptance, Alphonso will provide access credentials to you. You are solely responsible for maintaining the confidentiality of your access credentials and other account information (including without limitation, any API key), and you will be solely liable for any and all activities under your account. You agree to notify Alphonso immediately of any unauthorized use of your account or any other breach of security related to the Service. Accessing and using the Service is prohibited except when using your own credentials and account.
The SDK will be made available only as a separate download directly from Alphonso. In order to download the SDK and thereby gain access to the Service through an Independent Application, each Independent Developer must first identify itself to Alphonso and comply with Alphonso’s then current SDK registration process. If you become an Independent Developer by downloading the SDK, then the terms “you” and “Independent Developer” are synonymous and are understood to mean and include you and, if applicable, the entity for which you obtain the SDK
Subject to all terms and conditions in the Terms of Service, Alphonso grants to you, the Independent Developer, a personal, non-exclusive, non-transferable right and license to download and use the SDK to develop and operate Independent Applications, solely for your own internal business purposes. You may make a reasonable number of copies of the SDK, but may not sublicense or distribute the SDK. You agree to download and use the most current version of the SDK, and you acknowledge that SDK updates may not be backwards compatible.
In addition, you hereby represent, warrant and covenant that your Independent Application(s) will: provide all notifications to users regarding the collection and use of user data as may be required by any applicable law, regulation or rule; include clear, unambiguous and effective mechanisms for users to opt-in and opt-out; only collect user data from users who have expressly opted-in; and comply with Do Not Track signals provided by Alphonso or any user.
For clarity, the Terms of Service shall apply to access and use of the SDK. However, any additional or different term in this section shall control over any inconsistent term elsewhere in the Terms of Service, but only with respect to the SDK. In particular, the limitations regarding noncommercial use of the Service set forth elsewhere in the Terms of Service shall not apply to the SDK, but only when the SDK is used in compliance with the license expressly specified above.
Alphonso will use your social networking account information only for the purpose of providing the Service and other purposes permitted by the applicable social network site, but will not otherwise attempt to obtain additional information from (or post information using) such accounts.
Among other things, the Service is intended to record, collect, store, process and analyze User Data and to produce Analytics. Accordingly, whenever you interact with the Service, which may occur directly or indirectly as a result of interacting with an Independent Application or Host Application, a variety of technologies are employed to automatically or passively record and collect User Data.
User Data means all data and other information about you that are provided during registration, and all other data and other information that are discerned, recorded, collected or processed by Alphonso based on your access and usage of the Service (including any App) or that are discerned, recorded, collected or processed by Alphonso as a result of any Independent Application interacting with the Service. For clarity, User Data includes but is not limited to: browser or device type; operating system; time of day; identification of the page served and preceding page views; use of particular Service features or applications (such as, for example, viewing histories for television programs and advertisements); information about the geographic location of your device (mobile or stationary) on which an App or Independent Application is loaded or operating.
Analytics means user profiles and statistics, metrics, abstractions and other analyses that are based on or derived from your use of the Service and from User Data, which are developed in the aggregate with other data or which are developed in a manner that does not disclose your identity or personal User Data (unless in aggregated or anonymized form). At this time, Analytics are primarily related to advertising in television programming.
You hereby authorize Alphonso to use your User Data and to exploit Analytics in the manner and for the purposes described in the Terms of Service, including without limitation: to use User Data to communicate with you; to include, copy, disclose, distribute, transmit and display User Data in communications that you have initiated via the Service; to access, record, collect, copy, store, process, analyze and use User Data to provide the Service, to develop, improve, extend and test the Service (and underlying technology platform) and to design, develop and produce Analytics; and to disclose, distribute and transmit User Data and/or Analytics to Independent Developers, Authorized Distributors, advertisers, advertising networks, content distributors and other of Alphonso's customers, service providers and business partners (collectively, Business Partners).
Currently, the Service does not provide functions that permit users to cause or control the uploading or public posting of content or other information they think may be of interest to other users or to cause or control the exchange of content or other information with other users.
The Site, Apps and all other aspects of the Service are provided only for your personal, noncommercial use. Any unauthorized use of the Service (including without limitation, accessing any aspect of the Service for which you are not authorized, or any commercial use by you, such as, for example, reselling any App, SDK or Content to third parties) is expressly prohibited. You are solely responsible for all acts or omissions that occur under your account, username or password.
As a condition of use, you hereby promise not to use the Service for any purpose that is unlawful, or that is commercial in nature (such as, for example, raising money for anyone, advertising or promoting any product, service, pyramid scheme or other venture) or that is prohibited by the Terms of Service, or for any other purpose not reasonably intended by Alphonso. You agree to abide by all applicable local, state, national and international laws, regulations and rules.
By way of example, and not limitation, you agree not to take any action using any communications service, survey, feedback, App, SDK or other aspect of the Service, in any manner, that:
Alphonso may, at its sole discretion, immediately suspend or terminate your access to the Service should your conduct fail (or appear to fail) to strictly conform to any provision of the Terms of Service. Similarly, Alphonso reserves the same rights to suspend or terminate access to the Service by any Independent Application.
Alphonso has no obligation to monitor the Service or any user’s or Independent Application’s use thereof. However, Alphonso reserves the right at any time and without notice to monitor, review, copy, retain or disclose any information as may reasonably be necessary to satisfy any applicable law, regulation, legal process or governmental request or investigation (including any inquiry from law enforcement).
You may be able to obtain an App, access the Service and/or communicate with the Service from, and you may be able to link or communicate from the Service to, Independent Applications, Host Applications and other applications, devices and/or websites owned and operated by Independent Developers, Authorized Distributors or other third parties. These other applications, devices and websites are not operated or controlled by Alphonso, and you agree that Alphonso is not responsible for the availability, accuracy, legality, appropriateness or any other aspect of the content or function of such applications, devices and websites (including without limitation, regarding the types of data or information collected or transmitted by such applications, devices and websites, and the manner or purpose of their interaction with the Service). Any such connection to or from the Service does not constitute or imply any guarantee or endorsement of that application, device or website by Alphonso or any association with its operators. Additional or different terms and conditions (including without limitation, privacy and security practices) apply when you access and use such other applications, devices and websites.
For clarity, although Independent Applications interact with the Service and Host Applications incorporate Apps, neither Independent Applications nor Host Applications constitute part of the Service offered by Alphonso.
The Service may include advertisements and promotions for Alphonso, Business Partners and other third parties. Alphonso reserves the right, for itself and on behalf of its Business Partners, to deliver advertising to you in conjunction with your use of the Service, Independent Applications or Hosted Applications, and to utilize your device’s processor and storage resources for this purpose. Advertising may be contextual, meaning it was selected for delivery to you based criteria that are related to your use of the Service, Independent Applications or Hosted Applications (such as, for example, User Data like your current location, or Analytics derived from your usage). Any opt-out that you provide regarding direct marketing communications will not apply to Alphonso’s delivery of advertising. In addition, you may receive advertising and promotional information or offers as a result of responding to prompts (generated by the Service, Independent Applications or Host Applications) or advertisements.
Any and all of your dealings with advertisers and other vendors via the Service, Independent Applications or Host Applications, and your participation in promotions, including the delivery of and the payment for goods and services, and any other terms, conditions, representations or warranties, associated with such dealings or promotions, are solely between you and the applicable third party. Alphonso is not responsible or liable for any such dealings or promotions.
The Service (including the Site, SDK and Apps), and all content, materials, data and other information created by or for Alphonso and made available via the Service (collectively, Content), are protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, and Alphonso (or its applicable affiliates, licensors and Business Partners) shall own and retain all rights, title and interests (including all intellectual property and proprietary rights) in and to the Service, Content, Independent Applications and Host Applications. Unless and only to the extent expressly authorized by Alphonso, you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works of any part of the Service or Content. However, unless the Service states or implements a different restriction, you may download, reproduce or transmit a reasonable number of copies of Content for your personal, noncommercial purposes; provided, that you retain all copyright and other proprietary notices contained therein. Your systematic retrieval of data or other Content from the Service to create or compile, directly or indirectly, a collection, database or directory is strictly prohibited without Alphonso’s express prior written permission.
IMPORTANT: If you desire to use any App, SDK or Content for any purpose other than personal, noncommercial reference, then you must first secure permission from Alphonso or other owner of that Content.
Reproducing, copying or distributing any App, SDK or Content, or any design elements from the Site, SDK or Apps, for any other purpose is strictly prohibited without Alphonso’s express prior written permission. Attempting to access or use the Service or Content for any purpose not expressly permitted in the Terms of Service is prohibited.
You shall not (a) use any part of the SDK to create any software, platform or service that is similar to the Service or (b) disassemble, decompile, reverse engineer or use any other means to attempt to discover any source code or underlying organization, structures, ideas or algorithms of the SDK (except and only to the extent these restrictions are expressly prohibited by applicable statutory law). Except and only to the extent expressly specified in the Terms of Service, you shall not (c) encumber, sublicense, distribute, transfer, rent, lease, lend, access or use the SDK or (d) copy, adapt, combine, create derivatives works of, translate, localize, port or otherwise modify the SDK.
If you provide any idea, recommendation or other suggestion regarding possible corrections, improvements or extensions related to any App, SDK or other aspect of the Service (collectively, Feedback) to Alphonso in any form or by any means (whether through the Service, or by direct communication (e.g., e-mail) with Alphonso or any of its officers, directors, employees, representatives, agents or Business Partners), then you:
At any time and from time to time, you may elect to suspend or resume (as the case may be) the operation of any App by using the on/off controls provided by the App. Suspending an App (or deleting it from your mobile device) does not terminate your registration or account regarding the Service generally (or with regard to any Independent Application or Host Application).
Alphonso may immediately terminate your access to all or any part of the Service (including without limitation, any App or SDK) at any time, with or without cause, with or without notice. If you elect to terminate your registration and account regarding the Service, you may do so at any time by sending an e-mail (that includes your e-mail address) to firstname.lastname@example.org. Terminating your registration and account regarding the Service does not terminate your registration or account related to any Independent Application or Host Application.
Upon any termination, all rights and obligations of the parties under these Terms of Service shall cease, except that the following shall survive: (a) you shall immediately stop using the Service, and uninstall and permanently delete any means of access to the Service (including without limitation, the SDK and Apps); (b) all obligations that accrued prior to the effective date of termination (including without limitation, representations and warranties) and all remedies for breach of the Terms of Service shall survive; and (c) the provisions of the section entitled User Data and Analytics, and all following sections herein, shall survive. After termination, Alphonso has no obligation to maintain any User Data.
THE SITE, APPS, SDK, CONTENT AND ALL OTHER ASPECTS OF THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE". THE SITE, APPS, SDK, CONTENT AND ALL OTHER ASPECTS OF THE SERVICE ARE PROVIDED WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF ACCURACY, INTEGRATION, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ALL WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. ALPHONSO AND ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS DO NOT WARRANT THAT: (A) ANY INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (B) THE SERVICE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) ANY RESULT OR OUTCOME CAN BE ACHIEVED. USE OF THE SERVICE IS SOLELY AT YOUR OWN RISK. ALL REPRESENTATIONS AND WARRANTIES REGARDING ANY INDEPENDENT APPLICATION OR HOST APPLICATION SHALL BE, IF AT ALL, ONLY AS EXPRESSLY AGREED BETWEEN YOU AND THE APPLICABLE INDEPENDENT DEVELOPER OR AUTHORIZED DISTRIBUTOR.
You agree that Alphonso shall not be responsible or liable for any unauthorized access to, alteration or use of your account, transmissions or data, or for any material or data sent or received or not sent or received through the Service. You agree that Alphonso is not responsible or liable for any threatening, defamatory, obscene, offensive, illegal or other content or conduct of any third party or any third party’s infringement of another’s rights, including intellectual property rights, rights of publicity or privacy rights.
IN NO EVENT SHALL ALPHONSO (OR ITS AFFILIATES, LICENSORS AND BUSINESS PARTNERS) BE LIABLE CONCERNING ANY SUBJECT MATTER RELATED TO THE SITE, APPS, SDK, CONTENT OR OTHER ASPECTS OF THE SERVICE, REGARDLESS OF THE FORM OF ANY CLAIM OR ACTION (WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), FOR ANY (A) MATTER BEYOND ITS REASONABLE CONTROL, (B) LOSS OR INACCURACY OF DATA, LOSS OR INTERRUPTION OF USE, OR COST OF PROCURING SUBSTITUTE TECHNOLOGIES, GOODS OR SERVICES, (C) INDIRECT, PUNITIVE, INCIDENTAL, RELIANCE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF BUSINESS, REVENUES, PROFITS OR GOODWILL, OR (D) DAMAGES, IN THE AGGREGATE, IN EXCESS OF AMOUNTS YOU PAID TO ALPHONSO FOR THE SERVICE (TO THE EXTENT ACTUALLY RETAINED BY ALPHONSO) DURING THE PREVIOUS 12-MONTH PERIOD, OR US$100.00, WHICHEVER IS GREATER, EVEN IF ALPHONSO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED HEREIN. .
SOME STATES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to (a) defend Alphonso, its affiliates and assigns, and their officers, directors, employees, contractors and representatives against any action or suit by a third party that arises out of any transaction between you and any person or entity (including without limitation, any other user or Business Partner), your use or misuse of the Service (or any Independent Application or Host Application), any use of User Data that you make available to Alphonso, your infringement of intellectual property or proprietary rights (including without limitation, any rights of privacy or publicity), or your breach of any of your representations, warranties or covenants under the Terms of Service and (b) indemnify Alphonso for liabilities (resulting from settlements or judgment awards), costs and expenses (including without limitation, reasonable attorneys’ fees) related to such claims. In addition, Alphonso reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Alphonso in asserting any available defenses.
You hereby expressly consent to the transmission, collection, storage, processing and use of your User Data (including personal information) and Analytics within, from and to the United States, in addition to the country where you are located (if not the United States). Alphonso makes no representation that the Service is accessible, appropriate or legally available for use in locations outside the United States, and accessing and using the Service is prohibited from territories where doing so would be illegal. If you access or use the Service from other locations, then you do so at your own initiative and are responsible for compliance with local laws.
A printed version of the Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Service (including any Policy) to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Alphonso agree that any claim or cause of action arising out of or related to the Service must be commenced within 1 year after the claim or cause of action arose. Otherwise, such claim or cause of action is permanently barred.
The Terms of Service shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of law rules, and the United States of America. In the event of any conflict between US and foreign laws, regulations and rules, US laws, regulations and rules shall govern. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Terms of Service.
Except that either party may seek an injunction or other equitable relief from any court of competent jurisdiction, all disputes between the parties arising out of or in relation to or in connection with the Terms of Service shall be settled by binding arbitration in accordance with the JAMS streamlined arbitration rules and procedures then in force, by one neutral arbitrator appointed in accordance with the rules. The arbitration shall take place in San Mateo County, California, USA. The proceedings shall be in English, all evidence shall be in English (or translated into English) and the governing law shall be as set forth herein. The arbitrator's decision shall be in writing and shall comply with all terms and conditions in the then current Terms of Service. The decision and award rendered shall be final and binding on both parties. The parties acknowledge and agree that the Terms of Service and any awardrendered pursuant hereto shall be governed by the UN Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Judgment on the award may be entered in any court of competent jurisdiction.
ANY ARBITRATION UNDER THESE TERMS OF SERVICE WILL TAKE PLACE ONLY ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS OF SERVICE, YOU AND ALPHONSO ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY AND TO PARTICIPATE IN A CLASS ACTION.
Use of the Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Service, including without limitation, this section.
These Terms of Service (including the then current Policies) are the entire agreement between you and Alphonso with respect to access, use and operation of the Service, and supersede all prior or contemporaneous communications, proposals and agreements (whether oral, written or electronic) between you and Alphonso with respect to the Service. If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable.
Your rights and obligations under the Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with Alphonso's prior written consent. Alphonso may subcontract, delegate, assign or otherwise transfer any or all of its rights, licenses and obligations hereunder without your consent. All waivers, consents and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment relationship is created as a result of the Service or Terms of Service, and neither party has any authority of any kind to bind the other in any respect. All notices under these Terms of Service will be in writing, in English and will be deemed to have been duly given: when received, if personally delivered or sent by certified or registered mail or express courier, return receipt requested; or when receipt is electronically confirmed, if transmitted by facsimile or e-mail.
The Terms of Service, Site, Apps, SDK and all Content provided by Alphonso are copyright © 2013-2016 Alphonso Inc. and/or its licensors or suppliers.
ALPHONSO is the trademark of Alphonso. The names and logos of companies, products or services mentioned at or in the Site, Apps or SDK may be the trademarks or service marks of their respective owners, and shall not be deemed to create any endorsement or association between Alphonso and such owners.
All rights not expressly granted herein are reserved.
In the event that you obtain any App through the Apple App Store, offered by Apple, Inc. (Apple), then the following shall apply:
If you have any questions regarding these Terms of Service or your dealings with the Service, please contact us at:
Attn: Terms of Service
735 Industrial Rd, Suite 220
San Carlos, CA 94070 USA
20th July 2016