Online Content Subscription / Streaming Agreement: TERMS & CONDITIONS
Updated on August , 2009
IMPORTANT - READ CAREFULLY:
BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS AND CLICKING THE ACCEPTANCE BUTTON, YOU REPRESENT AND WARRANT THAT YOU: (i) ARE 18 YEARS OF AGE OR OLDER; (ii) OR ARE AUTHORIZED TO SIGN FOR AND BIND, THE CONTRACTING PARTY DEFINED BELOW AS "CUSTOMER;" AND (iii) HAVE READ, UNDERSTAND AND AGREE ON BEHALF OF CUSTOMER TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS ONLINE SUBSCRIPTION AGREEMENT. OTHERWISE, DO NOT CLICK THE ACCEPTANCE BUTTON TO PROCEED AND YOUR REGISTRATION PROCESS WILL BE DISCONTINUED.
This Online Subscription Agreement (this "Agreement") is a legal and binding instrument entered into as of the date of electronic acceptance by Customer (the "Effective Date"), by and between The Abay Group, LLC listed in Section 4 ("The Abay Group, LLC"), and "Customer," the individual or entity entering into this Agreement. The Abay Group, LLC reserves the right to amend this Agreement from time to time without notice to Customer. The most current version of this Agreement can be reviewed by clicking on the "Terms of Service" hypertext link located at the bottom of The Abay Group, LLC Web page.
1. Description of Services
The Abay Group's Online Streaming business is created to satisfy the need of a high Quality but also affordable content to the Diaspora of African Decent. We understand the power of Internet in transforming Digital Content management and we would like to make a contribution towards securing artists right while providing the best possible content for customers. In doing so, we will deliver Instant Virtual Cinema®, and Virtual Cinema® for streaming Videos with HD (High Definition), DVD , SD (Standard Definition) quality streaming for those who have Broadband Internet connection. Customers are advised to Test their system (Personal Computer and Internet connection) by clicking on the sample videos at the Home page. Customers should only buy streaming Videos after only checking their system functionality. For detailed instruction how to access the services, visit each page on the Web site - www.theabaygroup.com. The selection(s) made and submitted by Customer during the registration process will identify the specific Service(s) subscribed to by Customer hereunder and the number of Named Authorized User(s) for each Service, all of which shall be listed on Customer's "My Account" page within the The Abay Group LLC Web site.
2. Instant V. Cinema (Instant Virtual Cinema)
By subscribing to the Instant V. Cinema, Customer may access and use the Instant Virtual Cinema to watch individual movies (content) at a time. List of the items will be available in this category.
3. V. Cinema (Virtual Cinema)
By subscribing to the V. Cinema Service, Customer may access and use the subscription based offerings of movies we have in our database. It will be a monthly or periodic payment option for accessing content from our database.
4. Online Registration
. To subscribe to Services via The Abay Group Web site, Customer must complete the online registration process, including Customer's electronic acceptance of this Agreement. The Abay Group LLC may reject an online registration by a potential Customer in its sole discretion and is not obligated to provide a reason for its rejection. In the event a potential Customer's online registration is rejected by The Abay Group , LLC, such potential Customer may submit a new online registration for re-evaluation by The Abay Group LLC.
5. Registration Data
. As part of the online registration process, The Abay Group LLC will collect certain limited information about Customer ("Registration Data"). All Registration Data provided by or on behalf of Customer must be current, complete and accurate, and Customer is solely responsible for updating such Registration Data as necessary. The Abay Group LLC reserves the right to terminate this Agreement immediately in the event any Registration Data is found to be inaccurate, incomplete or not current at any time.
6. Account Password/Security
As part of the online registration process, Customer will choose a password and a user name. Customer is entirely responsible for maintaining the confidentiality of its password and account, and Customer is solely responsible for any and all activities that occur under its account. Customer agrees to notify The Abay Group LLC immediately of any unauthorized use of its account or any other breach of security. The Abay Group LLC shall not be liable for any loss that Customer may incur as a result of a third party using its password or account, either with or without its knowledge. Customer may be held liable for losses incurred by The Abay Group LLC or another party due to a third party using Customer's account or password.
7. Payment Information
As part of the online registration process, The Abay Group LLC will collect certain additional information related to billing and payment matters ("Payment Information"). Such Payment Information will include a valid debit card or credit card number with available credit sufficient to pay the applicable Subscription Fees, an election of a preferred billing frequency, and other information as required by The Abay Group LLC. All Payment Information provided by or on behalf of Customer must be current, complete and accurate, and Customer is solely responsible for updating such Payment Information as necessary. Customer hereby authorizes The Abay Group LLC, from time to time, to take steps to determine whether the debit card or credit card number provided is valid. The Abay Group LLC reserves the right to terminate this Agreement immediately in the event any Payment Information is found to be inaccurate, incomplete or not current at any time. The Abay Group LLC shall not be responsible for any overdraft charge or other fees that may be incurred by The Abay Group LLC's use of Customer's debit card or credit card. There are one time payments for one Movie or subscription payments. If the customer pays for individual movie and has started streaming, there will be no refund.
8. Trial and Promotional Offers
. From time to time, The Abay Group LLC may offer certain trial and/or promotional offers. The Abay Group LLC reserves the right to discontinue or modify coupons, credits, trials and promotional offers at its discretion and without notice. Any such trial or promotional offers may not be combined with other coupons, credits, trials, promotions or any other discounts, and are limited to one (1) per Customer. The details of any trial or promotional offers applicable to Customer shall be listed on Customer's "My Account" page within the The Abay Group LLC Web site.
10. Customer Rights and Restrictions
During the Term of this Agreement, and upon Customer's payment of all applicable Subscription Fees, The Abay Group LLC will enable Customer to access and utilize the Services as contemplated herein, and Customer may access and use the Services subscribed to hereunder pursuant to and in accordance with the provisions of this Agreement.
11. Term and Termination
. This Agreement shall commence on the Effective Date and continue for the subscription period as stated on Customer's "My Account" page within the The Abay Group LLC Web site. Customer may access its "My Account" page at any time and update certain account information.
12. Termination for Cause
.The Abay Group LLC reserves the right to terminate this Agreement immediately if Customer breaches any of its material obligations under this Agreement.
13. Effect of Termination
. Upon termination of this Agreement, Customer will immediately discontinue all access to and use of the Services. The Abay Group LLC shall not be liable for any damages resulting from a termination of this Agreement as provided for herein; provided, however, the termination of this Agreement shall not affect any claim arising prior to such termination.
14. Subscription Fees
Customer is responsible for all Subscription Fees, and hereby authorizes The Abay Group LLC to obtain payment of all such Subscription Fees in accordance with the Payment Information, as stated on Customer's "My Account" page within the The Abay Group LLC Web site. Customer shall also be responsible for all applicable taxes (withholding tax, sales tax, services tax, value-added tax (VAT), goods and services tax (GST), etc.) or duties imposed by any government entity or collecting agency EXCEPT those taxes based on The Abay Group LLC's net income.
15. Confidential Information
Unless expressly authorized in writing by the other party, neither party shall disclose to any third party any non-public information or materials provided by the other party under this Agreement and reasonably understood to be confidential ("Confidential Information"), or use such Confidential Information in any manner other than to perform its obligations under this Agreement. The foregoing restrictions do not apply to any information that (i) is in or becomes available through the public domain, (ii) is already lawfully in the receiving party's possession, (iii) was known to the receiving party prior to the date of disclosure, (iv) becomes known to the receiving party from a third party having an apparent bona fide right to disclose the information, or (v) Confidential Information that the receiving party is obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, providing receiving party provides disclosing party timely notice of such court order or subpoena. Furthermore, Customer will keep in strict confidence all passwords and other access information to the Services.
16. DISCLAIMER OF WARRANTIES
CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE PROVIDED BY THE ABAY GROUP LLC ON AN "AS IS" BASIS, AND CUSTOMER'S ACCESS TO AND/OR USE OF THE SERVICES IS AT ITS SOLE RISK. THE ABAY GROUP LLC EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE ABAY GROUP LLC MAKES NO WARRANTY THAT ANY OF THE SERVICES WILL MEET THE REQUIREMENTS OF CUSTOMER OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES THE ABAY GROUP LLC MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICES OR THAT ANY DEFECTS IN THE PLUG-IN WILL BE CORRECTED. CUSTOMER UNDERSTANDS AND AGREES THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED (INCLUDING PLUG-INS) THROUGH THE USE OF ANY OF THE SERVICES IS DONE AT THE SOLE RISK OF CUSTOMER AND THAT CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ITS COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM THE ABAY GROUP LLC OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMER.
17. LIMITATION ON LIABILITY
IN NO EVENT SHALL THE ABAY GROUP LLC BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL, MULTIPLE, PUNITIVE OR OTHER DAMAGES RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, LOSS OF INCOME, LOSS OF OPPORTUNITY, LOST PROFITS, COSTS OF RECOVERY OR ANY OTHER DAMAGES), HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE, AND WHETHER OR NOT THE ABAY GROUP LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE ABAY GROUP LLC LIABILITY HEREUNDER IS LIMITED TO $50. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CUSTOMER.