Please read the following carefully
TERMS OF SERVICE POLICY
These Terms of Service (“Terms”) govern your access to and use of Services provided by Jaro Media Services, LLC (“JARO”), including our various websites, SMS, APIs, email notifications,applications, buttons, widgets, ads, commerce services (the “JARO Services”), and our other covered services that link to these Terms (collectively, the “Services”), and any information, text, graphics, photos or other materials uploaded,downloaded or appearing on the Services (collectively referred to as “Content”).
Permission is granted to temporarily download one copy of the materials (information or software) on JARO’s website for personal, non-commercial transitory viewing only.This is the grant of a license, not a transfer of title, and under this license you may not:
- modify or copy the materials;
- use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
- attempt to decompile or reverse engineer any software contained on JARO’s website;
- remove any copyright or other proprietary notations from the materials; or
- transfer the materials to another person or “mirror” the materials on any other server.
- This license shall automatically terminate if you violate any of these restrictions and may be terminated by JARO at any time.Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
Your Content and Conduct
JARO may, at its sole discretion, permit an Artist to upload Artistic Content, including Art, Films, Videos, Writings, etc., to the JARO Platform according to the terms and conditions noted herein. The Artist, by the act of uploading the Artist Content to the JARO Platform, agrees to the following terms and conditions:
- Artist agrees that JARO does not guarantee any confidentiality with respect to any Artistic Content uploaded.
- Artist agrees that Artist shall be solely responsible for its uploaded Artist Content and the consequences of submitting,publishing and streaming the Artist Content on the JARO Platform. Specifically, Artist agrees that, at its own expense, Artist shall indemnify, defend and hold harmless JARO against any claim, suit, action, or other proceeding brought against JARO based on or arising from a claim that the Artistic Content submitted by the Artist infringes any intellectual property right of any third party or contains any material or information that is obscene, defamatory, libelous, slanderous, that violates any person’s right of publicity,privacy or personality, or has otherwise resulted in any tort, injury, damage or harm to any person. Artist affirms, represents, and warrants that Artist owns or have the necessary licenses, rights, consents, and permissions to publish the Artistic Content submitted by the Artist.
- Artist grants to JARO:
- A non-exclusive, worldwide license to use, modify, reproduce, distribute, display, exhibit, market, sell, promote and transmit the Artistic Content submitted by the Artist in electronic form, of any media format now known or unknown, via the Internet and/or third party networks (including, without limitation, telephone and wireless networks) in connection with the JARO Platform, and to permit users of the JARO Platform to stream, display, reproduce, play, view, or listen to the Artistic Content.
- A right to sublicense any of the rights described in these Terms for distribution purposes.
- A license to use the Artistic Content submitted by the Artist for promotional purposes in any manner or media.
- A limited, non-exclusive, roya license to Artist’s Logos, Trademarks and other identifying materials related to and used with the Artistic Content submitted by the Artist.
- A license to modify the Artistic Content, submitted by the Artist, that shall be limited to modifying the Artistic Content to fit the format and look and feel of the JARO Platform.
- Artist retains all ownership rights in the Artistic Content submitted by the Artist.
- Artist grants each user of the JARO Platform a non-exclusive license to access the Artistic Content submitted by the Artist through the JARO Platform, and to use, reproduce, distribute, display and perform the Artistic Content as permitted through the functionality of the JARO Platform and under these Terms.
- Artist agrees that the above licenses granted by Artist in the Artistic Content submitted by the Artist will terminate within a commercially reasonable time after Artist removes or deletes the Artistic Content from the JARO Platform.
- JARO reserves the right to process any audio, audiovisual or visual content uploaded by Artist to the JARO Platform as JARO may determine in its sole discretion.
- JARO does not endorse any Artistic Content submitted to the JARO Platform and expressly disclaims any and all liability in connection with the Artistic Content.
- JARO does not permit copyright infringing activities and infringement of intellectual property rights on the JARO Platform, and JARO will remove all Artistic Content if properly notified that such Artistic Content infringes on another’s intellectual property rights.
- JARO reserves the right to remove Artistic Content without prior notice.
You are responsible for any mobile charges that you may incur for using our Services,including text-messaging and data charges. If you’re unsure what those charges may be, you should ask your service provider before using the Services.
Special Provisions Applicable to Users Outside the United States
We strive to create a global community with consistent standards for everyone, but we also strive to respect local laws.The following provisions apply to users and non-users who interact with JARO outside the United States:
- You consent to having your personal data transferred to and processed in the United States.
- If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department’s list of Specially Designated Nationals you will not engage in commercial activities on JARO (such as advertising or payments) or operate a Platform application or website.
- You will not use JARO if you are prohibited from receiving products, services, or software originating from the United States.
You are responsible for safeguarding the password that you use to access the Services and for any activities or actions under your password. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower-case letters, numbers and symbols) with your account. JARO cannot and will not be liable for any loss or damage arising from your failure to comply with the above.
Content on the Services
All Content, including links to other content, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Services and, we cannot take responsibility for such Content.Any use or reliance on any Content or materials posted via the Services or obtained by you through the Services is at your own risk.
We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Services or endorse any opinions expressed via the Services. You understand that by using the Services, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or in some cases, postings that have been mislabeled or are otherwise deceptive. Under no circumstances will JARO be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Services or broadcast elsewhere.
The materials on JARO’s website are provided “as is”. JARO makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, JARO does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet website or otherwise relating to such materials or on any sites linked to this site.
Revisions and Errata
The materials appearing on JARO’s website could include technical, typographical, or photographic errors. JARO does not warrant that any of the materials on its website are accurate, complete, or current. JARO may make changes to the materials contained on its website at any time without notice. JARO does not, however, make any commitment to update the materials.
JARO honors the requirements set forth in the Digital Millennium Copyright Act. We therefore take reasonable steps to expeditiously remove from our Services any infringing material that we become aware of. And if JARO becomes aware that one of its users has repeatedly infringed copyrights, we will take reasonable steps within our power to terminate the user’s account.
We make it easy for you to report suspected copyright infringement. If you believe that anything on the Services infringes a copyright that you own or control file a notice with our designated agent at firstname.lastname@example.org
If you file a notice with our Copyright Agent, it must comply with the requirements set forth at 17 U.S.C. § 512(c)(3). That means the notice must:
- contain the physical or electronic signature of a person authorized to act on behalf of the copyright owner;
- identify the copyrighted work claimed to have been infringed;
- identify the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to let us locate the material;
- provide your contact information, including your address, telephone number, and an email address;
- provide a personal statement that you have a good-faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- provide a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
You agree to indemnify, defend, and hold harmless JARO, our managing members, shareholders, employees, affiliates, licensors, and suppliers from and against any and all complaints, charges, claims, damages, losses, costs, liabilities, and expenses (including attorneys’ fees) due to, arising out of, or relating in any way to: (a) your access to or use of the Services; (b) your content; and (c) your breach of these Terms.If you are agreeing to these Terms on behalf of a business or other entity, this indemnity obligation applies to that business or other entity.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, JARO AND OUR MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (B) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON THE SERVICES; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR CONTENT OR POSTS, EVEN IF JARO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL JARO’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES EXCEED THE GREATER OF $100 USD OR THE AMOUNT YOU PAID JARO, IF ANY, IN THE LAST 12 MONTHS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO SOME OR ALL OF THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.
Applicability of Arbitration Agreement
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH JARO, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
All claims and disputes arising out of, relating to, or in connection with the Terms or the use the Services that cannot be resolved informally or in small claims court will be resolved by binding arbitration on an individual basis, except that you and JARO are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents.
The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”). If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than $10,000 USD may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is $10,000 USD or more, the right to a hearing will be determined by the arbitral forum’s rules. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Additional Rules for Non-appearance Arbitration
If non-appearance arbitration is elected, the arbitration will be conducted by telephone, online, written submissions, or any combination of the three; the specific manner will be chosen by the party initiating the arbitration. The arbitration will not involve any personal appearance by the parties or witnesses unless the parties mutually agree otherwise.
Authority of the Arbitrator
The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and JARO. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and JARO.
Waiver of Jury Trial
YOU AND JARO WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and JARO are instead electing to have all claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. If any litigation should arise between you and JARO over whether to vacate or enforce an arbitration award or otherwise, YOU AND JARO WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration and instead all claims and disputes will be resolved in a court as set forth in Section 18.
No part of the procedures will be open to the public or the media. All evidence discovered or submitted at the hearing is confidential and may not be disclosed, except by written agreement of the parties, pursuant to court order, or unless required by law. Notwithstanding the foregoing, no party will be prevented from submitting to a court of law any information needed to enforce this arbitration agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
Right to Waive
Any rights and limitations set forth in this arbitration agreement may be waived by the party against whom the claim is asserted. Such waiver will not waive or affect any other portion of this arbitration agreement.
Small Claims Court
Notwithstanding the foregoing, either you or JARO may bring an individual action in small claims court.
Arbitration Agreement Survival
This arbitration agreement will survive the termination of your relationship with JARO.
Forum and Venue
To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and JARO agree that all claims and disputes in connection with the Terms or the use of the Services will be litigated exclusively in the United States District Court of Delaware. If, however, that court would lack original jurisdiction over the litigation, then all claims and disputes in connection with the Terms or the use of the Services must be litigated exclusively in the Delaware Superior Court, City of Wilmington DE. You and JARO consent to the personal jurisdiction of both courts.
Choice of Law
The laws of the State of Delaware, other than its conflict-of-laws principles, will govern all disputes between you and JARO, but only to the extent they are not preempted by the Federal Arbitration Act.
COMPENSATION FOR JARO ART CONTENT
The information as set forth below of this COMPENSATION FOR JARO ART CONTENT document (“Compensation”) is intended to be exemplary of the method that may be used by JARO Media Services, LLC (“JARO”) to provide compensation to an ARTIST who uploads Artistic Content, in the form of copies of Art Works (i.e. paintings, photographs, graphics, drawings, sculptures, prints, etc.), to the JARO Platform according to the terms and conditions of the JARO TERMS OF SERIVCE (TOS). The information below is simply exemplary and does not constitute an agreement, nor the formation of a contract, between JARO and the Artist. The following should be used for informational purposes only.
JARO in exchange for Artistic Content, in the form of copies of Art Works (i.e. paintings, photographs, graphics, drawings, sculptures, prints, etc.), submitted by the ARTIST according to the JARO TOS, may compensate the ARTIST for the use of the Artistic Content by JARO as permitted by the TOS according to the following:
JARO, in its sole discretion, may pay the ARTIST Quarterly Royalty Payments for each Art Work of said Artistic Content submitted by the ARTIST calculated as a percentage of the Art Streaming Advertising and Subscription Revenue Pool. JARO in its sole discretion will determine the amount of the Art Streaming Advertising and Subscription Revenue Pool in each quarter. Display advertising revenues shall not be included in the Quarterly Royalty Payment calculations.
- The percentage of the Streaming Advertising revenues is calculated for each JARO customer based on daily measurements of the streaming time for each Art Work and the total streaming time for that JARO customer’s Personal Gallery (PG), multiplied by the Streaming Advertising Revenue Pool in said quarter. (i.e. Quarterly Payment is proportional to (Art Work Stream Time/Total PG Stream Time) x Streaming Advertising Revenue Pool).
- In addition, the percentage Art Subscription revenues is calculated for each JARO customer based on measurements of the ratio of the Days the Art Work is included in a customer’s PG in said quarter and the average number of Art Works included in the customer’s PG for said quarter, multiplied by the Subscription Revenue Pool in said quarter. (i.e. Quarterly Payment is proportional to (Art Work Days in PG/Avg. Art Works in PG) x Subscription Revenue Pool).
- Revenue pool is defined, at JARO’S sole discretion, as a percentage (targeted at 30%) of the art streaming ad revenues and net subscription fees.
- If the total Quarterly Royalty payment to an ARTIST is less than $25, the Quarterly Royalty payment to the ARTIST will be forfeited.
- Quarterly payments will be paid within 45 calendar days of the end of each quarter.