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Last Updated: March 26^th 2021

Welcome to Innovation Exchange! These Terms of Use govern the use of Innovation Exchange’s website and applications, including any mobile or connected television applications made available by Innovation Exchange. In order for us to present our videos for you all to see, it’s important that we incorporate certain legal guidelines and ground rules to make sure everyone’s rights are respected and that we’re doing what we can to foster an environment that protects content owners’ rights and your personal privacy.

TERMS OF USE AGREEMENT

1. INTRODUCTION

2. SERVICES

3. ELIGIBILITY

4. MODIFICATIONS

5. TERM

6. USER CONDUCT

7. PROPRIETARY RIGHTS

8. COPYRIGHT INFRINGEMENT

9. PERSONAL INFORMATION

10. ADVERTISEMENTS

11. THIRD PARTY PLATFORMS, SERVICES AND CONTENT

12. ASSIGNMENT

13. INDEMNITY

14. DISCLAIMER AND LIMITATIONS OF LIABILITY

15. GOVERNING LAW

INTRODUCTION.

Innovation Exchange is operated by Innovation Exchange IX Ltd, which has offices at The Landing Blue, Media City Uk, Salford, England, M50 2ST, and its affiliates (“Innovation Exchange”, “we”, “our” or “us”).

Please read this Terms of Use Agreement (“Terms of Use”) carefully, as it forms a legally binding contract between you and Innovation Exchange as it applies to your use of Innovation Exchange’s connected television applications (for Smart TVs, IPTVs, Set-Top-Boxes and other OTT internet-connected devices) and/or the Innovation Exchange owned and controlled websites and/or mobile applications (collectively, the “Innovation Exchange Service”). These Terms of Use apply regardless of whether you are accessing the Innovation Exchange Service as a registered user, television service subscriber or otherwise. These Terms of Use do not cover other services, websites or any corresponding content, features, and activities made available by any other company or third party, unless specifically stated. Instead, those third parties’ terms and conditions would apply to such services.

These Terms of Use apply to all users of the Innovation Exchange Service (“User”, “you” or “your”), and by using the Innovation Exchange Service you expressly understand, acknowledge and agree to comply with these Terms of Use. The Innovation Exchange Service privacy policy (“Privacy Policy”) is hereby incorporated into these Terms of Use by reference as though fully set forth herein.
SERVICES.

General. Subject to the terms and conditions herein, the Innovation Exchange Service shall enable Users to access certain features, functionality, information and services provided by us, which may include, without limitation, providing Users with the ability to access and view certain audio-visual content.
Third Party Platforms. The Innovation Exchange Service may be dependent on or interoperate with third-party owned and/or operated platforms (each, a “Third Party Platform”) and may require that you be a registered member of or subscriber to such Third Party Platform in order to access the Innovation Exchange Service.
ELIGIBILITY.

The Innovation Exchange Service is not intended for or directed at children under 16 years of age. By using the Innovation Exchange Service, you represent, warrant and covenant that (a) you are 16 years of age or older and reside in one of the following countries (collectively, the “Territory”): the United States of America, Canada, Brazil, Mexico, Australia, New Zealand, the United Kingdom, France, Italy, Spain, Germany or any other country in which Innovation Exchange makes the Innovation Exchange Service available to end users, (b) your use of the Innovation Exchange Service does not violate (i) any applicable law, rule or regulation or (ii) any applicable terms, conditions or requirements promulgated by any provider of a Third Party Platform (as defined below), and (c) you are not included on any list of prohibited or restricted parties issued by the government of any country within the Territory. If you are a user between the ages of 16 and 18, please review these Terms of Use with your parent or guardian. Your parent or guardian should agree to these Terms of Use on your behalf and parental discretion is advised for all users under the age of 18. Further, if you provide information that is untrue, inaccurate, not current or incomplete, or Innovation Exchange suspects that such information is untrue, inaccurate, not current or incomplete, Innovation Exchange has the right to suspend or terminate your registration (in whole or in part) and refuse any and all current or future use of the Innovation Exchange Service (or any portion thereof), in our sole discretion, with or without notice to you, and without liability or obligation to you or any third party.
MODIFICATIONS.

We may modify these Terms of Use from time to time, and at any time, without notice to you, for any reason, in our sole discretion. If we make material changes to these Terms of Use, we will notify you by posting or displaying a notice on the Innovation Exchange Service and/or via other electronic means. The form of such notice is at our discretion. Once we post or make them available on the Innovation Exchange Service, these changes become effective immediately and if you use the Innovation Exchange Service after they become effective, it will signify your agreement to be bound by the changes. We recommend that you check back frequently and review these Terms of Use regularly so you are aware of the most current rights and obligations that apply to you.
TERM.

These Terms of Use, and any posted revision or modification thereto, shall remain in full force and effect while you use the Innovation Exchange Service. You may terminate your use of the Innovation Exchange Service at any time, for any reason, and Innovation Exchange may terminate your use of the Innovation Exchange Service at any time, for any or no reason, with or without prior notice or explanation, and without liability or obligation to you or any third party. Even after your use is terminated, your obligations under these Terms of Use and the Privacy Policy, including, without limitation, any indemnifications, warranties and limitations of liability contained therein, shall remain in effect.
USER CONDUCT.

You are solely responsible for your conduct on and in connection with the Innovation Exchange Service. We want to keep the Innovation Exchange Service safe and fun for everyone and the use of the Innovation Exchange Service for unlawful or harmful activities is not allowed. You represent, warrant and agree that, while using the Innovation Exchange Service, you shall not:

intentionally or unintentionally engage in or encourage conduct that would violate any applicable local, state, national or international law, rule, regulation, judicial or government order or treaty or give rise to civil liability or violate or infringe upon any intellectual property, proprietary, privacy, moral, publicity or other rights of ours or of any other person or entity;
submit, post, email, display, transmit or otherwise make available on, through or in connection with the Innovation Exchange Service any material or take any action that is or is likely to be unlawful, harmful, threatening, abusive, tortious, defamatory, libellous, deceptive, fraudulent, invasive of another’s privacy or publicity rights, harassing, profane, obscene, vulgar or that contains explicit or graphic imagery, descriptions or accounts of excessive violence or sexual acts (including, without limitation, sexual language of a violent or threatening nature directed at another individual or group of individuals), contains a link to an adult website or is offensive, promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
submit, post, email, display, transmit or otherwise make available on, through or in connection with the Innovation Exchange Service any material that you do not have a right to make available under any law, rule or regulation or under contractual or fiduciary relationships (such as inside information, proprietary or confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), or otherwise creates a security or privacy risk for any other person or entity;
intentionally or unintentionally engage in or encourage conduct that adversely affects, or reflects negatively on, Innovation Exchange, the Innovation Exchange Service, our goodwill, name or reputation or causes duress, distress or discomfort to us or anyone else, or discourages any person or entity from using all or any portion, features or functions of the Innovation Exchange Service, or from advertising, linking or becoming a supplier to us in connection with the Innovation Exchange Service;
submit, post, email, display, transmit or otherwise make available on, through or in connection with the Innovation Exchange Service any material that contains a software virus, worm, spyware, Trojan horse or other computer code, file or program designed to interrupt, impair, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
use the Innovation Exchange Service for commercial or business purposes, including, without limitation, engaging in barter arrangements, pyramid schemes, advertising, marketing, or offering goods or services or exploiting information or material obtained on, through or in connection with the Innovation Exchange Service, whether or not for financial or any other form of compensation or through linking with another website or web page;
modify, disrupt, impair, alter, or interfere with the use, features, function, operation or maintenance of the Innovation Exchange Service or the rights or use or enjoyment of the Innovation Exchange Service by any other User;
impersonate any person or entity, including, without limitation, an Innovation Exchange official, or falsely state or otherwise represent your affiliation with any person or entity, or transmit or otherwise make available on, through, or in connection with the Innovation Exchange Service false or misleading indications of origin, information, or statements of fact;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted on, through or in connection with the Innovation Exchange Service; or
solicit passwords or personal identifying information for commercial or unlawful purposes from other Users, solicit Users for commercial or unlawful purposes, or engage in spamming, flooding, harvesting of email addresses or other personal information, “spidering”, “screen scraping,”, “phishing”, “database scraping,” or any other activity with the purposes of obtaining lists of Users or other information; or use or launch any automated systems, including, without limitation, “spiders,” “robots,” or “offline readers,” that access the Innovation Exchange Service in a manner that sends more request messages to the Innovation Exchange servers in one given period of time than a human being can reasonably send in the same period of time by using a conventional online web browser.

Innovation Exchange may terminate a User’s account and/or otherwise prevent or prohibit a User from accessing the Innovation Exchange Service if Innovation Exchange determines, in its sole discretion, that such User has violated these Terms of Use. Innovation Exchange reserves the right to investigate and take appropriate legal action against anyone who, in Innovation Exchange’s sole discretion, violates, or is suspected of violating, this Section 6, including, without limitation, reporting you to law enforcement authorities. Further, if applicable, you acknowledge, consent and agree that Innovation Exchange may access, preserve and disclose your account, registration and/or other information (in addition to as otherwise provided herein) if required to do so by law or if based on a good faith belief that such access, preservation or disclosure is reasonably necessary to (a) comply with the legal process; (b) enforce these Terms of Use; (c) respond to claims that any content or information violates the rights of any third party; (d) respond to your requests for customer or technical service; or (e) protect the rights, property or personal safety of Innovation Exchange, its Users or any third parties.

PROPRIETARY RIGHTS.

OWNERSHIP. As between you and Innovation Exchange, Innovation Exchange owns, solely and exclusively, all right, title and interest in and to the Innovation Exchange Service and all content contained and/or made available on, through or in connection therewith, and the Innovation Exchange Content is protected, without limitation, under UK law, as well as applicable foreign laws, rules, regulations and treaties. The term “Innovation Exchange Content” includes, without limitation, all video, artwork, photographs, illustrations, graphics, logos, copy, text, computer code, data, user interfaces, visual interfaces, information, materials, and all copyrightable or otherwise legally protectable elements of the Innovation Exchange Service, including, without limitation, the design, selection, sequence, look and feel, and arrangement of the Innovation Exchange Service, and any copyrights, trademarks, service marks, trade names, patent rights, database rights and/or other intellectual property and/or proprietary rights therein (including with respect to any content contained and/or made available in any advertisements or information presented to you via the Innovation Exchange Service).

RESTRICTIONS. Except as expressly set forth herein, the Innovation Exchange Service is to be used solely for your non-commercial, non-exclusive, non-assignable, non-transferable and limited personal use and for no other purposes. You must not alter, delete or conceal any copyright, trademark, service mark or other notices contained on the Innovation Exchange Service, including, without limitation, notices on any Innovation Exchange Content you transmit, display, print, stream or reproduce from the Innovation Exchange Service. Except as provided in these Terms of Use or expressly authorised by Innovation Exchange, you shall not, nor shall you allow any third party (whether or not for your benefit or otherwise) to, reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website or platform), or otherwise use any Innovation Exchange Content without the express, prior written consent of Innovation Exchange or its owner if Innovation Exchange is not the owner. Any unauthorised or prohibited use of any Innovation Exchange Content may subject you to civil liability, criminal prosecution, or both, under applicable UK law, or applicable foreign laws, rules, regulations and treaties. We require users to respect our copyrights, trademarks, and other intellectual property rights and shall aggressively enforce the same to the fullest extent of the law, including seeking criminal prosecution. We likewise respect the intellectual property of others. If you believe that the Innovation Exchange Service contains elements that infringe your copyrights in your work, please follow the procedures set forth in Section 8 below. Moreover, the framing or scraping of or in-line linking to the Innovation Exchange Service or any content contained thereon and/or the use of “web crawlers”, “spiders” or other automated means to access, copy, index, process and/or store any content made available on or through the Innovation Exchange Service other than as expressly authorised by us is prohibited.
COPYRIGHT INFRINGEMENT.

If you are a copyright owner or an agent thereof and believe that any content on the Innovation Exchange Service infringes upon your copyrights, you may submit a notification providing our designated representative (as set forth below) with the following information in writing:
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Innovation Exchange Service are covered by a single notification, a representative list of such works on the Innovation Exchange Service;
- Identification of 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 permit us to locate the material;
- Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if applicable, e-mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorised by the copyright owner, its agent or the law; and
- 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 owner of an exclusive right that is allegedly infringed.

Written notification of claimed infringement must be submitted to the following designated representative:

Name of designated representative: David Young

Address of designated representative:
Innovation Exchange

The Landing Blue,

Media City Uk,

Salford,

England, M50 2ST

Email Address of designated representative: david@ix.exchange

If your content was removed (or access thereto was disabled) and you believe that such content is not infringing, or that you have the authorisation from the copyright owner, the copyright owner’s agent, or pursuant to applicable law, to make such content available to Innovation Exchange for use on the Innovation Exchange Service, you may send a counter-notice containing the following information to our designated representative:
- Your physical or electronic signature;
- Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
- A statement that you have a good faith belief that the content was removed or disabled as a result of a mistake or a misidentification of the content; and
- Your name, address, telephone number, and, if applicable, e-mail address, and a statement that you shall accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by our designated representative, Innovation Exchange may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider or the User, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Innovation Exchange’s sole discretion.

PERSONAL INFORMATION.

We respect your privacy and the use and protection of your personally identifiable information. In the course of your use of the Innovation Exchange Service, you may be asked to provide certain personal information to us or we may obtain such information from certain third parties, including, Third Party Platforms. Our information collection and use policies with respect to the privacy of such personal information are set forth in the Privacy Policy, which is incorporated herein by reference for all purposes. We encourage you to read the Privacy Policy, and to use it to help make informed decisions. You acknowledge and agree that you are solely responsible for the accuracy and content of personal information.
ADVERTISEMENTS.

From time to time, you may choose to communicate or interact with, or obtain Third Party Services (as such term is defined herein) of or from, advertisers, sponsors, or promotional partners (collectively, the “Advertisers”) found on or through the Innovation Exchange Service or a hyperlinked site, service or platform. All such communication, interaction and participation is strictly and solely between you and such Advertisers and we shall not be responsible or liable to you in any way in connection with these activities or transactions (including, without limitation, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and the Advertisers or any goods or services you may purchase or obtain from any Advertiser).
THIRD PARTY PLATFORMS, SERVICES AND CONTENT.

The appearance, availability, or your use of (a) URLs or hyperlinks referenced or included anywhere in connection with the Innovation Exchange Service or any other form of link or re-direction of your connection to, with or through the Innovation Exchange Service, or (b) any third party websites, content, data, information, applications, platforms, goods, services or materials, including Third Party Platforms (collectively, “Third Party Services”) does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of Innovation Exchange or its successors and assigns, directors, officers, employees, representatives, agents, licensors, Advertisers, suppliers, partners or service providers. We do not verify, endorse, or have any responsibility for Third Party Services and any third party business practices (including, without limitation, their privacy policies), regardless of whether the Innovation Exchange Service’s or Innovation Exchange’s logos, marks, names and/or sponsorship or other identification is on the Third Party Services. If any Third Party Services you interact with obtains or collects personal information from you, in no event shall we assume or have any responsibility or liability in connection for any use, collection or disclosure by or in connection with such Third Party Services. Accordingly, we encourage you to be aware when you leave the Innovation Exchange Service and to read the terms and conditions and privacy policy of each Third Party Service you use.
ASSIGNMENT.

These Terms of Use, and any rights, licenses and privileges granted herein, may not be transferred or assigned by you, but may be assigned or transferred by Innovation Exchange without restriction and without notice to you.
INDEMNITY.

You agree to defend, indemnify and hold the Innovation Exchange Parties (as defined below) harmless from any and all claims, liabilities, damages, losses, costs and expenses (including reasonable legal fees), arising in any way out of or in connection with (a) your use of the Innovation Exchange Service , or (b) your breach or violation these Terms of Use. Innovation Exchange reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and all negotiation for its settlement or compromise (as applicable), and in each such case, you agree to fully cooperate with us upon our request.
DISCLAIMER AND LIMITATIONS OF LIABILITY.

These services, and all Innovation Exchange content, products, services and other content made available on, through or in connection with the Innovation Exchange Service, are made available on an “as is” and “as available” basis, without any representation or warranty of any kind, express or implied, or any guarantee or assurance the Innovation Exchange Service will be available for use, or that all products, features, functions, services or operations will be available or perform as described. without limiting the foregoing, we are not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the Innovation Exchange Service. You understand, acknowledge and agree that you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all features and functions of the Innovation Exchange Service and content associated with your use of the Innovation Exchange Service.

You understand and agree that, to the fullest extent permissible by law, Innovation Exchange, successors and assigns, officers, directors, employees, agents, representatives, licensors, operational service providers, advertisers and suppliers (collectively, the “Innovation Exchange Parties”) hereby disclaim all warranties and conditions with respect to the innovation exchange service, either express, implied or statutory, including, but not limited to, any implied warranties and/or conditions of merchantability, satisfactory quality, fitness for a particular purpose, accuracy, quiet enjoyment, title, and non-infringement of third party rights. the Innovation Exchange Parties shall not be liable for any loss or damage, of any kind, direct or indirect, in connection with or arising from use of the Innovation Exchange Service or from these terms of use, including, without limitation, compensatory, consequential, incidental, indirect, special or punitive damages, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to these terms of use and/or your use of or access to or inability to use or access the innovation exchange service, however caused, regardless of the theory of liability (contract, tort or otherwise), whether or not the innovation exchange parties have been advised of the possibility of such damages.

You further understand and acknowledge that the capacity of the Innovation Exchange Service, in the aggregate and for each user, is limited. consequently, some messages, content and transmissions may not be processed in a timely fashion or at all, and some features or functions may be restricted or delayed or become completely inoperable. As a result, you acknowledge and agree that Innovation Exchange assumes no liability, responsibility or obligation to transmit, process, store, receive or deliver transactions and you are hereby expressly advised not to rely upon the timeliness or performance of the Innovation Exchange Service for any transactions. some jurisdictions do not allow for the exclusion of certain warranties or certain limitations on damages and remedies, accordingly some of the exclusions and limitations described in these terms of use may not apply to you. If, in a relevant jurisdiction, the limitations and exclusions on liability contained herein are not permitted, then the Innovation Exchange Parties’ liability shall be limited and excluded to the fullest extent permitted by law.
MISCELLANEOUS.

These Terms of Use, together with our Privacy Policy, and any other regulations, procedures and policies which we refer to and which are hereby incorporated by reference, contain the entire understanding and agreement between you and Innovation Exchange concerning the Innovation Exchange Service and your use thereof, and supersede any and all prior or inconsistent understandings relating to the Innovation Exchange Service and your use thereof. These Terms of Use cannot be changed or terminated orally. If any provision of these Terms of Use is held to be illegal, invalid or unenforceable, this shall not affect any other provisions and these Terms of Use shall be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of these Terms of Use; however, no action arising out of these Terms of Use or your use of the Innovation Exchange Service, regardless of form or the basis of the claim, may be brought by you more than one year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose). Any failure by us to exercise or enforce any right or provision of these Terms of Use will not operate as a waiver of such right or provision.
These Terms of Use and your use of the Innovation Exchange Service is governed by, construed and enforced in accordance with the internal substantive laws of the United Kingdom applicable to contracts made, executed and wholly performed in the United Kingdom.

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