Please review the Terms carefully. If you do not agree to these Terms, you should not use the Site, download any software from the Site, obtain information from or otherwise use this Site.
These Terms govern the relationship between you (either as an individual person or a legal entity, “you”) and NAGRA. There may be additional terms and conditions applicable to certain parts or features of the Site, including but not limited to accessing and downloading of software or documentation, which additional terms and conditions are incorporated herein by reference. If there is a conflict between these Terms and the terms applicable for a certain part or feature of the Site, the latter terms shall control with respect to your use of that part or feature of the Site. We reserve the right to amend these Terms from time to time without specific notice to you. The latest Terms will be posted on the Site, and you should review the Terms prior to accessing and using the Site or downloading any software from the Site. Your continued use of the Site shall be deemed to conclusively indicate your acceptance of these Terms.
In order to access portions of the Site, you must complete a registration form for the Site and become a member. In registering, you agree to: (1) provide true, accurate, current and complete information on the Site's registration form (collectively, the "Registration Data") and (2) maintain and promptly update the Registration Data as necessary to keep it true, accurate, current and complete. If, after investigation, we have reasonable grounds to suspect that your information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and prohibit any and all current or future access and use of this Site (or any portion thereof) by you other than as expressly provided herein. You acknowledge and agree that we have the right to deny membership to the Site to any applicant in our sole discretion.
Each user will enter a password and username and receive account designations (“Log-in Credentials”) upon completing certain Site registration processes such as name, company name, address, telephone number, e-mail address and, if applicable, applicable country or countries for use of any software downloaded and billing information for the payment of applicable fees. You are wholly responsible for maintaining the confidentiality of your Log-In Credentials and wholly liable for all activities occurring thereunder. NAGRA cannot and will not be liable for any loss or damage arising from a your failure to comply with these rules of registration, including but not limited to any loss or damage arising from any failure to: (1) immediately notify NAGRA of any unauthorized use of your password or account or any other breach of security; and (2) ensure that you exit from your account at the end of each session. You are responsible for all uses of your account, whether or not actually or expressly authorized by you.
Intellectual Property Rights
All information, documents, communications, files, text, graphics, software and products available through or related to the Site, as well as their selection and arrangement (collectively, the “Materials”), are protected by copyright, trademark, patent, and/or other intellectual property laws, and any unauthorized use of the Materials may violate such laws and these Terms. All title, ownership, rights, and intellectual property rights in and to the Materials shall remain with Nagra, its affiliates and suppliers. Except as expressly provided herein and other than with respect to software downloaded from the Site which are subject to additional license terms depending upon the software or product downloaded and the intended use (comprising the Limited Evaluation License), NAGRA and its suppliers grant you a non-exclusive, non-transferable, non-sublicensable, restricted right to use the Materials solely to evaluate a potential business relationship related to products and services available from NAGRA. This is a restricted license that does not grant you any rights to use the Materials for any commercial purposes and is solely for your internal evaluation. You agree not to disclose, copy, republish, frame, download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the Site or the Materials, except as expressly authorized herein.
The software and documentation that is made available to download from this Site is the copyrighted and/or patented work of NAGRA, its affiliates, and/or its suppliers. Use of the software and documentation is governed by the terms that accompany or are included with such software or documentation (comprising the Limited Evaluation License). Such terms are incorporated by reference herein. Installation or use of any software or documentation that is accompanied by or includes a license agreement shall be prohibited unless and until you agree to the terms of such license agreement. If you do not agree to such terms, you shall not use the applicable software or documentation. Absent a license agreement that accompanies the software or documentation, use of the Site and any software and documentation will be governed by these Terms. You agree that you will not decompile, reverse engineer, or otherwise attempt to discover the source code of the software available on or related to the Site.
You may not misuse the Site or the Materials. For example, you are prohibited from:
- Using the Site or Materials to share content or engage in behavior that violates anyone’s intellectual property rights including copyright, moral rights, trademark, trade dress, patent, trade secret, right of privacy, right of publicity or any other proprietary right;
- Providing content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy or hateful;
- Violating any applicable law including laws in your jurisdiction;
- Copying, modifying, translating, hosting, sublicensing, leasing, transferring, reselling, reverse engineering, decompiling, disassembling or creating derivative works of the Materials;
- Using any Materials provided on an evaluation basis for any commercial, non-personal, purposes such as to store, transfer or distribute content or to operate a commercial application;
- Accessing or attempting to access the Site or downloading or otherwise obtaining the Materials by any means other than the interface that Nagra has provided or authorized;
- Circumventing any access or use restrictions put in place to prevent certain uses of the Site or Materials;
- Attempting to disable, impair or destroy the Site or any Materials;
- Impersonating any person or entity or falsely stating your affiliation with any person or entity or allow others to use the Site using your account information;
- Removing any proprietary notices from any Materials;
- “Deep-linking” to the Site, meaning that you will not create, post, display, publish or distribute any link to any page other than the front (home) page of the Site for any purpose unless expressly authorized by NAGRA;
- Using any data mining, robots, or similar data gathering and extraction methods in connection with the Site, taking action resulting in unreasonable traffic loads, employing any type of bots for the use of scrolling or showing multiple screens, or engaging in other activities that might disrupt ordinary operation of the Site;
- Uploading any computer programs that contain destructive features such as viruses, worms, Trojan horses, or other forms of harmful computer code; and/or
- Using the Materials in an attempt to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction.
Any such forbidden use shall immediately terminate your licenses.
Depending on the Materials that you select to download and the nature of your use, your use of the Materials may require the payment of a fee to NAGRA. Your use of any fee-based versions of the Materials shall be governed by the applicable license terms presented at the time of purchase in addition to these Terms.
Your use of the Services may require a computer or a device with internet access. You are responsible for paying any and all charges associated with such access.
Authorization of Limited Access to Your Devices and Third Party Services
You hereby authorize NAGRA and its Affiliates to access those computers and devices that you select for the purpose of providing to you the Site or applicable Materials selected by you and in order to carry out the instructions and settings selected by you and to allow NAGRA to ensure compliance with these Terms and any applicable fee-based license agreements. You also hereby authorize NAGRA and its Affiliates to access any third-party accounts that you select in order to carry out the instructions and settings selected by you.
Open Source Software
For the purpose of these Terms, “Open Source Software” means any software that is licensed under any license terms or other contract terms (“Open License Terms”) which require, as a condition of use, modification and/or distribution of such software and/or any other software incorporated into, derived from or distributed with such software (“Derivative Software”), any of the following: (i) that the source code of such software and/or any Derivative Software be made available to third parties; (ii) that permission for creating derivative works of such software and/or any Derivative Software be granted to third parties; and/or (iii) that a royalty-free license be granted to third parties under any intellectual property rights contained in the software and/or any Derivative Software. By means of example and without limitation, Open License Terms include the following licenses or distribution models: the GNU General Public License (GPL), the GNU Lesser or Library GPL (LGPL), or any similar open source, free software or community licenses; and
In connection with the permitted use of the Site and the Materials, you shall not use any Open Source Software that subjects the Site or the Materials, in whole or in part, to all or part of any Open License Terms. You shall not use any Open Source Software in combination or integrated with any of the software provided under these Terms, the Limited Evaluation License or the Commercial Use License without (i) NAGRA’s prior written consent of such intended use and (ii) full compliance with any and all requirements and rules provided by NAGRA for such Open Source Software in connection with the software provided hereunder. In the event that you do not meet such obligations and the use of any Open Source Software results in any of the software provided by NAGRA under these Terms, the Limited Evaluation License or the Commercial Use License or portion thereof, being subject to Open License Terms, then you shall fully indemnify NAGRA and its Affiliates for any and all losses, costs, expenses, and damages that NAGRA or its Affiliates may suffer because of such use.
The Site and Materials, including any software downloaded from the Site, may include components (including, without limitation, programs, applications, tools, utilities, libraries, and other programming code) that are made available from third parties under a free or open source software licensing model (“FOSS”) that are redistributed by NAGRA and/or its Affiliates under the terms of the applicable FOSS license for such software. Your use of any such FOSS shall be governed exclusively by the terms and conditions set forth in the applicable FOSS license. Your receipt of the FOSS software from NAGRA or its Affiliates neither enlarges nor curtails your rights or obligations defined by the FOSS license applicable to the FOSS software and the terms and conditions herein shall not otherwise apply to the FOSS. Copies of the FOSS licenses for the applicable FOSS software are included with or referenced in the documentation available on the Site and/or provided as part of the Materials.
You acknowledge that your membership in the Site and use of the Site may expose you to certain Confidential Information of NAGRA and its Affiliates. "Confidential Information" means any and all information and material (whether in writing, or in oral, graphic, electronic or any other form) that is marked or described as, identified in writing as, or provided under circumstances indicating it is, confidential or proprietary. Materials shall be deemed Confidential Information, provided that Confidential Information shall not include any information that was in the public domain at the time it was disclosed or has entered the public domain through no fault of you. You shall hold all Confidential Information in strict confidence and shall not disclose any Confidential Information to any third party. You shall disclose the Confidential Information only to your employees and agents who need to know such information and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. In addition, you shall not use the Confidential Information for any purpose other than in the performance of these Terms. You shall take the same degree of care that you use to protect your confidential and proprietary information of similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Confidential Information. This obligation as to confidentiality shall survive any termination of these Terms for a period of ten (10) years. Further, this obligation as to confidentiality is not intended to (and does not) supersede any obligations assumed by you (whether now or in the future) under a separately signed nondisclosure or confidentiality agreement with NAGRA or an affiliate of NAGRA.
"NAGRA Marks" means all names, marks, brands, logos, designs, trade dress and other designations NAGRA and its affiliates use in connection with their products or services. You may not remove or alter any NAGRA Marks, nor may you use the NAGRA Marks in any manner that is inconsistent with NAGRA’s ownership of such Marks. You acknowledge NAGRA’s rights in the NAGRA’s Marks and agree that any and all use of NAGRA Marks by you shall inure to the sole benefit of NAGRA. You agree not to incorporate any NAGRA Marks into any other trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations without NAGRA’s permission.
Editing, Deleting and Modification
We reserve the right in our sole discretion to edit or delete any Materials appearing on the Site at any time and without any prior notice to you.
You agree to indemnify, defend and hold NAGRA, its Affiliates and its and their officers, directors, agents, and employees harmless from and against any liability, loss, claim or expense, including reasonable attorneys' fees, arising out of or related to your (i) breach of these Terms, (ii) use of this Site, (iii) use of any Materials, and/or (iv) violation of any applicable law or regulation including, but not limited to, export and import control and privacy laws and regulations.
UNLESS EXPRESSLY AGREED OTHERWISE IN WRITING BY NAGRA, THE SITE AND THE MATERIALS AVAILABLE FROM OR THROUGH THE SITE ARE PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS. NAGRA HEREBY DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL WARRANTIES, EXPRESS OR IMPLIED (INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE). THE MATERIALS AVAILABLE FROM OR THROUGH THE SITE, AND THE SITE ITSELF, MAY CONTAIN BUGS, ERRORS, TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS, PROBLEMS OR OTHER LIMITATIONS. NAGRA AND ITS AFFILIATES HAVE NO LIABILITY WHATSOEVER FOR YOUR USE OF ANY MATERIALS AVAILABLE FROM OR THOUGH THE SITE, OR THE SITE ITSELF.
Limitation of Liabilities
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL NAGRA AND ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LITIGATION, OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN NO EVENT SHALL NAGRA AND ITS AFFILIATES’ TOTAL LIABILITY TO YOU, OR ANYONE CLAIMING THROUGH YOU, FOR ANY DAMAGES, LOSSES, CLAIMS AND/OR CAUSES OF ACTION EXCEED ONE THOUSAND U.S. DOLLARS (US$1,000). THE NEGATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU. THE MATERIALS AVAILABLE FROM OR THROUGH THE SITE, AND THE SITE ITSELF, WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
You are prohibited from posting or transmitting to or from the Site any unlawful, threatening, harassing, offensive or obscene materials, or other materials that would violate any law or the rights of others, including, without limitation, laws against copyright infringement, and rights of privacy and publicity. You shall not transmit content or otherwise conduct or participate in any activities on this Site that are prohibited by law in any applicable jurisdiction, including laws governing the encryption of software, the export of technology, the transmission of obscenity, copyright law, or the permissible uses of intellectual property. By adding Content to the Site, you grant NAGRA and its Affiliates a non-exclusive, worldwide, royalty-free, sub-licensable and transferable license to use, reproduce, publicly display, distribute, modify and publicly perform your Content. The license granted herein will continue even after you stop using the Site.
You are not required to provide NAGRA or its Affiliates with any ideas, comments, suggestions or other feedback regarding the Site or any Materials (“Feedback”). However, if you provide NAGRA and/or its Affiliates any Feedback, you agree that it is done so voluntarily. You also hereby grant NAGRA and its Affiliates a fully paid-up, perpetual, irrevocable, royalty-free, worldwide, sub-licensable and transferrable license to use your Feedback for any purpose including the purposes of developing and improving NAGRA’s and its Affiliates’ products, services and marketing and to reproduce, publicly display, distribute, modify and perform the Feedback.
Third Party Products and Services
NAGRA may make available on the Site access to or information about third party products, services and other materials either on the Site or through third party web sites accessible from the Site. NAGRA does not operate, control, or endorse in any way any such third party information, products, services or other materials ("Third Party Materials") accessible through the Site. Nagra is not responsible for examining or evaluating, and NAGRA does not warrant in any way, such Third Party Materials, and you agree that NAGRA shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Third Party Materials. Such Third Party Materials may include access to NAGRA data and use of such Third Party Materials and NAGRA data shall be subject to applicable terms and conditions provided by such third parties.
Personal Information and Privacy
By registering on the Site, you understand and agree that certain personal information (such as name, email address, name and address of employer, telephone number, username, password and, if applicable with respect to Commercial Use License, credit card information, bank account information or such other billing information as you may provided) are collected by Nagravision SA, 22-24 route de Genève, Cheseaux, CH-1033, Switzerland. This information will only be used for the purpose of operating and improving the contents of the Site and Materials, ensuring compliance with applicable terms and conditions including these Terms and any fees or royalties due from you to NAGRA or its Affiliates with respect to any Materials.
NAGRA may change, suspend or discontinue all or any aspect of the Site, including its availability, at any time and may suspend or terminate your use of the Site at any time. Upon any termination of these Terms, (i) all license rights granted herein shall terminate and your right to use the Site and Materials shall immediately cease; (ii) you shall destroy all Materials or Third Party Materials obtained from or through the Site and copies thereof; and (iii) upon the request of NAGRA after the termination of these Terms, you shall certify to NAGRA in writing within ten (10) days of such request, that you have destroyed or returned all Materials and all copies thereof.
NAGRA may terminate access to the Site without notice and, on such termination, NAGRA shall not be liable to you or any third party for termination of your account hereunder.
You agree not to export from anywhere any part of the Materials, or any direct product thereof except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations. To the extent that any export laws, rules or regulations prohibit NAGRA from complying with any of its obligations hereunder, such failure shall be excused and shall not constitute a breach of these Terms.
All notices required or permitted under these Terms shall be delivered by hand or nationally recognized overnight courier (a) to Nagravision SA, Attn: Legal Department, 22-24 route de Genève, Cheseaux, CH-1033, Switzerland, or (b) to you at such address that you provide in the registration process. All such notices and other written communications shall be effective (1) if sent by overnight courier, two business days after mailing, and (2) if sent otherwise, upon delivery as evidenced by proof of receipt.
These Terms are personal to you, and may not be assigned without NAGRA’s express written consent.
Nothing in these Terms shall prevent either party from seeking appropriate equitable relief, in addition to whatever remedies it may have at law, for any and all of other party's breaches of its obligations under these Terms.
Governing Law; Arbitration
This Agreement shall be interpreted, construed and enforced in accordance with the laws of Switzerland without regard to its conflict of law provisions, and the Parties specifically disclaim application of the United Nations Convention on Contracts for the International Sale of Goods. Any dispute in relation to or arising out of this Agreement, including the validity, invalidity, breach or termination thereof, shall be resolved by arbitration in accordance with the Swiss Rules of International Arbitration of the Swiss Chambers of Commerce in force on the date when the Notice of Arbitration is submitted in accordance with these Rules. The number of arbitrators shall be three. The seat of the arbitration shall be Lausanne, Switzerland. The arbitral proceedings shall be conducted in English. The award shall be final and binding on the Parties and shall include the questions of legal fees, costs of arbitration and all matters related thereto.
Should any part of these Terms be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect.
Our failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision.
Updated September 2020