Digital Terms and Conditions
These are the terms and conditions which apply to your use of any B/SPOKE Website (the “Website”) and the B/SPOKE Mobile Application (the “App”), and the purchase of Goods and Services from us. You should read these Conditions carefully before using this Website, the App, or purchasing any Goods or Services from us. If you do not agree to these Conditions, you must not use this Website or our App.
This Website, the App, and the Goods and Services displayed on it are provided by Spoke Studios, Inc. and its subsidiaries, including, without limitation, B/SPOKE Studios (101 Federal Street), collectively referred to in these Conditions as “B/SPOKE”, “we, “us” and “our”. When we refer to “you” and “your” we mean the user of this Website or App, purchaser of Goods or user of our Services.
Our Website can be accessed from the domain https://www.bspokestudios.com/ and all of its subdomains including, but not limited to, http://stream.bspokestudios.com and http://stream.bspokestudios.com.
In order to access certain features of the Site you must register to create an account (“Account”). You must complete the registration process by providing us with current, complete and accurate information. You will also choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. You will not share your password, let anyone else access your Account, or do anything else that might jeopardize the security of your Account. You will not transfer your Account to anyone without first getting our written permission.
By registering for an account, you are initially opting in to receive informational and marketing communication / email regarding the B/SPOKE On Demand platform. At any point, you can willingly unsubscribe from within each email communication.
You are wholly responsible for any and all activity related to your account. You warrant and represent that all information that you provide to us or through the Site is accurate, compete and truthful. We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.
We grant you a limited, non-exclusive, non-transferrable license to view, copy, print and distribute content on the Site for personal, non-commercial purposes. We grant the operators of public search engines a limited, non-exclusive, non-transferrable license to copy materials from the Site for the purpose of creating publicly available, searchable indices of Site content.
We reserve the right to terminate or limit your access to the Site and/or the licenses granted herein for any reason and in our sole discretion. You agree not to modify, damage, disrupt, disable, overburden, impair, alter or interfere with the use, features, functions, operation, security or maintenance of the Site or the rights or use and enjoyment of the Site by any other person or entity in any manner.
You are prohibited from transmitting any material on or through the Site that, in our sole opinion, is or could be offensive, fraudulent, unlawful, threatening, libelous, defamatory, obscene, scandalous, inflammatory, pornographic or profane, or any material that could constitute or encourage conduct that would be considered a criminal offense, give rise to civil liability, or otherwise violate any law. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any such information or materials on the Site.
PROGRAM VIEWING AND TRANSACTION OPTIONS
B/SPOKE may offer the following purchase options through On Demand websites and applications:
- Rental: After paying the stated fee, you may stream the Program an unlimited number of times during the stated rental period.
- Purchase: After paying the stated fee, you may stream the Program an unlimited number of times; if offered by the Producer, you may download the Program.
- Subscription: For a recurring fee, you may stream the Programs offered within a Producer’s subscription channel an unlimited number of times during your subscription period. The Producer may add or remove Programs from the channel at any time.
- Scrape, reproduce, redistribute, sell, create derivative works from, decompile, reverse engineer, or disassemble the On Demand Service or any source code therein;
- Attempt to circumvent any technical measures (including digital rights management) that we may employ;
- Take any measures to interfere with or damage the On Demand Service;
- Use the On Demand Service to transmit tortious, unlawful, infringing, and otherwise objectionable content;
- Spam or harass B/SPOKE or any other user;
- Use any fraudulent, deceptive, or misleading practices;
- Collect personal information about Producers or other B/SPOKE users;
- Engage in any commercial activities except as permitted by us; or
- Engage in any illegal activities.
- The availability of the On Demand Service in a particular jurisdiction.
- The availability of the On Demand Service for any particular device, operating system, or browser.
- The continued support for a particular feature of the On Demand Service.
- The viewing quality of any Program. B/SPOKE does not guarantee that you will be able to use the On Demand Service or view any Program uninterrupted or error-free.
- The continued availability of any Program or the availability of particular Program within a subscription channel.
- A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;
- Identification of the copyrights claimed to have been infringed;
- Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;
- Identification of the material that is claimed to be infringing the Complaining Party’s copyright that is to be removed and information reasonably sufficient to permit us to locate such materials;
- A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and
- A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive copyright that is allegedly infringed.
- Your name, address, and telephone number.
- A description of the material that was removed and the location on the On Demand Service where it previously appeared (e.g., the URL).
- A statement UNDER PENALTY OF PERJURY that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification.
- A statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, any judicial district in which B/SPOKE may be found (which includes the United States District Court for the Southern District of New York), and that you will accept service of process from the person who filed the original DMCA notice or an agent of that person.
- Your electronic or physical signature.
You are responsible for obtaining Internet access and a compatible, Internet-connected device to stream and/or download Programs via Producer websites and applications. The quality of your viewing experience depends on a number of factors, including your viewing device and the quality of your Internet connection.
PAYMENTSTo make a purchase, you must provide a valid payment method. Subscriptions automatically renew for the subscription period until you cancel. Your payment method will be charged at the beginning of each subscription period. If a Purchaser offers a free-trial period, your payment method will be charged at the end of the free-trial period unless you cancel before the end of that period. To pause or cancel a subscription, visit your DASHBOARD. Your changes will be applied to your next subscription period.
We may apply taxes, including VAT (value-added tax), to any charges. Prices and other terms of purchase are subject to change. If a Producer provides you access to a Program on a free basis, such access will be deemed a “purchase” for the purpose of this Agreement.
ALL PURCHASES, INCLUDING RECURRING CHARGES, ARE FINAL AND NON-REFUNDABLE.
ACCEPTABLE USE POLICYIn using the On Demand Service, you will not:
No Representations or WarrantiesInformation provided on the Site may not be complete or accurate. We do not endorse or represent the reliability or accuracy of any content or information distributed through or accessed from the Site, and shall not be liable for any decisions Visitors make based upon such information. You agree that any reliance upon any content or information distributed through or accessed from the Site is at your sole risk. We assume no liability or responsibility for any errors or omissions in the content of the Site.
We have not fully reviewed all of the links provided on the Site and are not responsible for the content of any off-Site pages. Clicking on hyperlinks and visiting any off-Site pages is done at your own risk.
B/SPOKE makes no representations or warranties concerning:
Digital Millennium Copyright NoticeWe respect the intellectual property of others, and we ask you to do the same. If you or any Visitor of our Site believes its copyright rights have been infringed on our Site, the copyright owner (“Complaining Party”) should send notification to Our Designated Agent (as identified below) immediately. To be effective, the notification must include:
Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DMCA”), our Designated Agent for notice of claims of copyright infringement can be contacted at the addresses below.
Designated Agent for Claimed Infringement:
101 Federal Street
Boston, MA 02110
E-mail address: email@example.com
You acknowledge, accept and agree that if we receive a notice of a claim of copyright infringement, we may immediately remove the identified materials from our Site without liability to you or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA.
Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed. The preceding requirements are intended to comply with our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
Claims that intellectual property other than copyright is being infringed should be directed to: Chief Executive Officer, B/SPOKE, 101 Federal Street, Boston, MA 02110. We may, in our sole discretion, terminate the Accounts of those who are accused of copyright or other intellectual property infringement.
COUNTER-NOTIFICATION (FOR USERS)If you believe that your material has been removed by mistake or misidentification, please provide us with a written counter-notification containing the following:
Send your counter-notification to:
101 Federal Street
Boston, MA 02110
Attn: Legal Dept. – Copyright Agent
Please note that we will forward any valid counter-notification we receive to the person who submitted the original DMCA notice. That person may elect to file a copyright infringement action against you. If we do not receive notice that a lawsuit has been filed within ten (10) business days after we provide notice of your counter-notification, we reserve the right to restore the removed materials. Until that time, your materials will remain removed.
REPEAT INFRINGER POLICYB/SPOKE will terminate user accounts that have been the subject of three (3) separate valid DMCA notices that are not withdrawn or subject to a counter-notification that results in the materials being restored. B/SPOKE reserves the right to terminate user accounts that are the subject of less than three (3) DMCA notices in appropriate circumstances, such as where the user has a history of violating or willfully disregarding B/SPOKE’s Terms of Service.
WARNINGPlease make sure that all of the information you provide is accurate. UNDER THE DMCA, ANY PERSON WHO KNOWINGLY MATERIALLY MISREPRESENTS THAT MATERIAL OR ACTIVITY IS INFRINGING OR WAS REMOVED OR DISABLED BY MISTAKE OR MISIDENTIFICATION MAY BE SUBJECT TO LIABILITY.
If we request additional information necessary to make your DMCA notice or counter-notification complete, please provide that information promptly. If you fail to comply with all of the requirements set forth herein, your DMCA notice or counter-notification may not be processed.
Intellectual PropertyYou are advised that we will aggressively enforce our intellectual property rights to the fullest extent of the law.
License to Programs: Subject to the terms hereof, you have the right to stream and/or (if offered) download for your personal entertainment purposes: (i) Programs that you have rented during the stated rental period; (ii) Programs that you have purchased; and (iii) Programs made available within a channel that you have subscribed to during your subscription period.
You may not resell streams or downloads, use any Program for any commercial purpose, redistribute or retransmit any Program, publicly perform or display any Program, or make derivative works from any Program.
ON DEMAND Service: Subject to the terms hereof, B/SPOKE grants you permission to use the ON DEMAND Service, for the purpose of purchasing and viewing Programs for your personal entertainment. All rights not expressly granted by B/SPOKE are reserved.
If you download an application that we power (an “app”) that operates on a third party platform (e.g., iOS, Roku): (i) you have the right to use such app for your personal, non-commercial use on devices permitted by the platform operator; (ii) as between B/SPOKE and the platform operator (but without creating any obligation by B/SPOKE), B/SPOKE shall be responsible for the apps and their content and providing any warranty, support, or indemnification with respect to such apps as required by law; and (iii) the platform operator shall have the right to enforce the terms of this clause with respect to your use of the app.
Your Content: To the extent that you submit any content to B/SPOKE, you grant B/SPOKE an irrevocable, worldwide, non-exclusive, royalty-free, perpetual right and license to use, copy, adapt, transmit, distribute, license, and publicly perform and display such content in all media for any purpose whatsoever. If you provide any feedback about improving B/SPOKE, we will have the right to use your feedback without compensation to you. You represent and warrant that any content you submit to B/SPOKE does not, and will not, violate any law or any third party’s rights, including any intellectual property rights.
Unsolicited CommunicationsYou agree that any information that you transmit to the Site or us in any manner, is non-confidential and non-proprietary and can be used by us for any purpose. We are free to use any idea, concepts, know-how, techniques, etc. contained in any communication to the Site for any purpose.
Disclaimer of LiabilityYour use and browsing in the Site are at your own risk. Neither we nor any other party involved in creating, producing, or delivering the Site shall be liable for any direct, incidental, consequential, indirect or punitive damages arising out of your access to, or use of, the Site. Without limiting the foregoing, everything on the Site is provided to you “as is” without warranty of any kind, either expressed or implied, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Please note that some jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you. Check your local laws for any restrictions or limitations regarding the exclusion of implied warranties.
We assume no responsibility for, and shall not be liable for, any damages to or viruses that may infect, your computer equipment or other property on account of your access to, use of, or browsing in the Site or your downloading of any materials, data, text, images, video, or audio from the Site.
We reserve the right to remove any content from the Site or to restrict access to the Site for any reason without notice.
US JurisdictionWe make no representation that the Site is operated in accordance with the laws or regulations of, or governed by, nations other than those of the United States. If you are located outside of the United States, you use this Site at your own risk and initiative and you, not us, are responsible for compliance with any applicable local and national laws.
Binding Arbitration And Governing LawBinding Arbitration with B/SPOKE: You and B/SPOKE agree that any dispute between you and B/SPOKE arising out of or relating to this Agreement or your use of the On Demand Service shall be resolved by BINDING ARBITRATION administered by JAMS.
Waiver of Class Action Claims: By agreeing to arbitrate your claims against B/SPOKE, (i) YOU GIVE UP YOUR RIGHT TO GO TO COURT AND HAVE YOUR CLAIMS TRIED BY A JUDGE OR JURY (except for matters that may be taken to small-claims court); and (ii) YOU GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING.
Right to Bring Small Claims Actions: The one exception to the exclusivity of arbitration (whether against B/SPOKE) is that you have the right to bring an individual claim in a small-claims court of competent jurisdiction. But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain any class action, class arbitration, or other representative action or proceeding.
Arbitration Rules: The arbitration proceeding shall be governed by the then-effective JAMS’ Comprehensive Arbitration Rules or Streamlined Arbitration Rules, depending on the amount in dispute, and JAMS’ Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses. You have the right to a fair hearing before a neutral arbitrator and the opportunity to participate in the process of choosing the arbitrator. The arbitrator shall have the right to award all remedies that court may award.
Court Proceedings: Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation (except for small-claims court actions) shall be commenced only in the federal or state courts located in New York County, New York. You hereby irrevocably consent to the jurisdiction of those courts for such purposes an action and, to the extent permitted by law, both B/SPOKE and you WAIVE ANY RIGHT TO A TRIAL BY JURY in such an action.
Governing Law: This Agreement shall be governed by the laws of the state of New York without regard to principles of conflicts of law, provided that this arbitration agreement shall be governed by the Federal Arbitration Act. The Uniform Commercial Code, the Uniform Computer Information Transaction Act, and the United Nations Convention of Controls for International Sale of Goods shall not apply.
We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as requested by us.