Caribbean Worldwide Network, LLC  (CWN5)

November 16, 2009

These Terms of Use are effective on November 16, 2009 for all users who register or visit our sites on or after that date.
Welcome to CWN5.com!  Linking the Caribbean to the World!

1. DESCRIPTION OF SERVICE AND ACCEPTANCE OF TERMS OF USE
Caribbean Worldwide Network, LLC (CWN5) ("CWN5," "we," or "us") provides an online video service offering a selection of programs, movies, documentary clips, Pay Per View events and other content (collectively, the "Content"). The Content is available for permissible viewing on cwn5.com website and other searchable domain names or extensions owned or operated by Caribbean Worldwide Network, LLC (CWN5) where users or website operators are permitted to embed CWN5's video player (the "Video Player"), subject to compliance with these Terms of Use (these websites, together with the CWN5 Site, are referred to collectively as the "Sites"). The Content is available also for permissible viewing through CWN5 authorized applications or features, subject to compliance with these Terms of Use and any end user license agreement that might accompany an application or feature. Our video service, our Video Player, and any other features, tools, applications, materials, or other services offered from time to time by CWN5 in connection with its business on any of the Sites are referred to collectively as the "CWN5 Services." We are a company based in the United States.
It is our pleasure to provide CWN5 Services for your personal enjoyment and entertainment in accordance with these Terms of Use. To access and enjoy CWN5 and the CWN5 Services, you must agree to, and follow, the terms and conditions set forth in these Terms of Use ("Terms of Use" or "Terms"). By visiting the CWN5 Site (whether or not you are a registered member) or using any of the CWN5 Services on any of the Sites, you are agreeing to these Terms. Please take a moment to carefully read through these Terms. It is our goal to provide you with a first class user experience, so if you have any questions or comments about these Terms, please contact us at info@cwn5.com (subject line: "TOU Question").


2. CHANGES TO THE TERMS OF USE BY CWN5
CWN5 may amend these Terms of Use at any time by posting the amended Terms of Use on the CWN5 Site at http://www.cwn5.com/terms. If we make a material amendment to these Terms of Use, we will notify you by posting notice of the amendment on the CWN5 Site. Any material amendment to these Terms of Use shall be effective automatically 30 days after it is initially posted or, for users who register or provide opt-in consent during this 30 day period, at the time of registration or consent, as applicable.


3. ACCESS AND USE OF CWN5 SERVICES
You must be at least 18 years of age to visit the CWN5 Site or use the CWN5 Services on any Site.
Your License. CWN5 is pleased to grant you a non-exclusive limited license to use the CWN5 Services, including accessing and viewing the Content on a streaming-only basis through the Video Player, for personal, non-commercial purposes as set forth in these Terms.
The Content. You may only access and view the Content personally and for a non-commercial purpose in compliance with these Terms. You may not either directly or through the use of any device, software, internet site, web-based service or other means remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notices marked on the Content or any digital rights management mechanism, device, or other content protection or access control measure associated with the Content including geo-filtering mechanisms. You may not either directly or through the use of any device, software, internet site, web-based service or other means copy, download, stream capture, reproduce, duplicate, archive, distribute, upload, publish, modify, translate, broadcast, perform, display, sell, transmit or retransmit the Content unless expressly permitted by CWN5 in writing. You may not incorporate the Content into, or stream or retransmit the Content via, any hardware or software application or make it available via frames or in-line links. Furthermore, you may not create, recreate, distribute or advertise an index of any significant portion of the Content unless authorized by CWN5. You may not build a business utilizing the Content, whether or not for profit. The Content covered by these restrictions includes without limitation any text, graphics, layout, interface, logos, photographs, audio and video materials, and stills. In addition, you are strictly prohibited from creating derivative works or materials that otherwise are derived from or based on in any way the Content, including montages, mash-ups and similar videos, wallpaper, desktop themes, greeting cards, and merchandise, unless it is expressly permitted by CWN5 in writing. This prohibition applies even if you intend to give away the derivative materials free of charge.
The Video Player. You may not modify, enhance, remove, interfere with, or otherwise alter in any way any portion of the Video Player, its underlying technology, any digital rights management mechanism, device, or other content protection or access control measure incorporated into the Video Player. This restriction includes, without limitation, disabling, reverse engineering, modifying, interfering with or otherwise circumventing the Video Player in any manner that enables users to view the Content without: (i) displaying visibly both the Video Player and all surrounding elements (including the graphical user interface, any advertising, copyright notices, and trademarks) of the webpage where the Video Player is located; and (ii) having full access to all functionality of the Video Player, including, without limitation, all video quality and display functionality and all interactive, elective or click-through advertising functionality.
Embedding a Video Using the Video Player is Strictly Prohibited.
Ownership. You agree that CWN5 owns and retains all rights to the CWN5 Services. You further agree that the Content you access and view as part of the CWN5 Services is owned or controlled by CWN5 and CWN5's licensors. The CWN5 Services and the Content are protected by copyright, trademark, and other intellectual property laws.
Your Responsibilities. In order for us to keep the CWN5 Services safe and available for everyone to use, we all have to follow the same rules of the road. In general, you and other users must use the CWN5 Services for lawful, non-commercial and appropriate purposes only. Your commitment to this principle is critical. You agree to observe the Content, Video Player and embedding restrictions detailed above, and further agree that you will not access the CWN5 Site or use the CWN5 Services in a way that:

If CWN5 determines in its sole discretion that you are violating any of these Terms, we may (i) notify you, and (ii) use technical measures to block or restrict your access or use of CWN5 Services. In either case, you agree to immediately stop accessing or using in any way (or attempting to access or use) CWN5 Services and Content, and you agree not to circumvent, avoid, or bypass such restrictions, or otherwise restore or attempt to restore such access or use.
No Spam/Unsolicited Communications. We know how annoying and upsetting it can be to receive unwanted email or instant messages from people you do not know. Therefore, no one may use CWN5 Services to harvest information about users for the purpose of sending, or to facilitate or encourage the sending of, unsolicited bulk or other communications. You understand that we may take any technical remedies to prevent spam or unsolicited bulk or other communications from entering, utilizing, or remaining within our computer or communications networks. If you Post (as defined below in Section 7) or otherwise send spam, advertising, or other unsolicited communications of any kind through CWN5 Services, you acknowledge that you will have caused substantial harm to CWN5 and that the amount of such harm would be extremely difficult to measure. As a reasonable estimation of such harm, you agree to pay CWN5 $70 for each such unsolicited communication you send through CWN5 Services.
Downloads. In order to participate in certain CWN5 Services, you may be notified that it is necessary to download software or other materials or agree to additional terms and conditions. Unless otherwise provided by these additional terms and conditions, they are hereby incorporated into these Terms.
Suspension/Discontinuation. We hope not to, but we may change, suspend, or discontinue — temporarily or permanently — some or all of CWN5 Services with respect to any or all users, at any time without notice. You acknowledge that CWN5 may do so in CWN5's sole discretion. You also agree that CWN5 will not be liable to you for any modification, suspension, or discontinuance of CWN5 Services.


4. PAYMENTS
Access to CWN5 Site and use of the CWN5 Services is $6.95. If we feel it is appropriate to increase the cost for CWN5 Services, we will, of course, notify you. You then will have an opportunity not to use CWN5 Services if you are not interested in paying more for them. You are responsible for any costs you incur to access the internet.


5. ACCOUNTS AND REGISTRATION
We require registration or the creation of an account on the CWN5 Site in order to use our services. If you choose to register or create an account with us, the additional terms and conditions set forth below also will apply.
All registration information you submit must be accurate and updated. Please keep your password confidential. You will not have to reveal it to any representative of any Site. You are responsible for all use on your account, including unauthorized use by any third party. Therefore, it is critical that you do not share your password with anyone. Please notify us at support@cwn5.com (subject line: "Account Security Breach") as soon as you know of, or suspect any unauthorized use of, your account. Please also make sure to notify us if your registration information changes, in case we need to contact you.
You may terminate your account by emailing support@cwn5.com (Subject line: "Account Termination Request") or by clicking on the unsubcribe button in member services. Please identify your account and provide a valid reply email address in the event we require additional information to terminate your account.
We reserve the right to immediately terminate your account or your use of the Hulu Services at any time, without notice or liability, if Hulu determines in its sole discretion that you have breached these Terms of Use, violated any law, rule, or regulation, engaged in other inappropriate conduct, or for any other business reason. We also reserve the right to terminate your account or your use of the Hulu Services if such use places an undue burden on our networks or servers. Of course, we would prefer to avoid such termination; therefore, we may use technology to limit activities, such as the number of calls to the Hulu servers being made or the volume of User Material (as defined below in Section 7) being Posted, and you agree to respect these limitations and not take any steps to circumvent, avoid, or bypass them.


6. COLLECTION AND USE OF PERSONAL INFORMATION
For information about CWN5's policies and practices regarding the collection and use of your personally identifiable information, please read CWN5's Privacy Policy located at http:///www.cwn5.com/privacy.  The Privacy Policy is incorporated by reference and made part of these Terms of Use. Thus, by agreeing to these Terms of Use, you agree that your presence on CWN5 Site and use of CWN5 Services are governed by the CWN5 Privacy Policy in effect at the time of your use.


7. USER REVIEWS, COMMENTS, AND OTHER MATERIAL
Your Posts. As part of the CWN5 Services, users may have an opportunity to publish, transmit, submit, or otherwise post (collectively, "Post") reviews, comments, or other materials (collectively, "User Material"). In order to keep the CWN5 Services enjoyable for all of our users, you must adhere to the rules below.
Please choose carefully the User Material that you Post. Please limit yourself to User Material directly relevant to CWN5 Services. Moreover, you must not Post User Material that: (a) contains Unsuitable Material (as defined above in Section 3); or (b) improperly claims the identity of another person. You should also be careful if you decide to Post personally identifiable information, such as your full name, email address, telephone number, or street address.
You must be, or have first obtained permission from, the rightful owner of any User Material you Post. By submitting User Material, you represent and warrant that you own the User Material or otherwise have the right to grant CWN5 the license provided below; you also represent and warrant that the Posting of your User Material does not violate any right of any party, including privacy rights, publicity rights, and intellectual property rights. In addition, you agree to pay for all royalties, fees, and other payments owed to any party by reason of your Posting User Material. CWN5 will remove all User Material if we are properly notified that such User Material infringes on another person's rights. You acknowledge that CWN5 does not guarantee any confidentiality with respect to any User Material.
By Posting User Material, you are not forfeiting any ownership rights in such material to CWN5. After Posting your User Material, you continue to retain all of the same ownership rights you had prior to Posting. By Posting your User Material, you grant CWN5 a limited license to use, display, reproduce, distribute, modify, delete from, add to, prepare derivative works of, publicly perform, and publish such User Material through the CWN5 Services worldwide, in perpetuity, in any media formats and any media channels now known or hereinafter created. The license you grant to CWN5 is non-exclusive (meaning you are not prohibited by us from licensing your User Material to anyone else in addition to CWN5), fully-paid, and royalty-free (meaning that CWN5 is not required to pay you for the use of your User Material), and sublicensable (so that CWN5 is able to use its affiliates, subcontractors, and other partners, such as internet content delivery networks to provide the CWN Services). By Posting your User Material, you also hereby grant each user of CWN5 Services a non-exclusive limited license to access your User Material, and to use, display, reproduce, distribute, and perform such User Material as permitted through the functionality of the CWN5 Services and under these Terms of Use.
Third Party Posts. Despite these restrictions, please be aware that some material provided by users may be objectionable, unlawful, inaccurate, or inappropriate. CWN5 does not endorse any User Material, and User Material that is Posted does not reflect the opinions or policies of CWN5. We reserve the right, but have no obligation, to monitor User Material and to restrict or remove User Material that we determine, in our sole discretion, is inappropriate or for any other business reason. In no event does CWN5 assume any responsibility or liability whatsoever for any User Material, and you agree to waive any legal or equitable rights or remedies you may have against CWN5 with respect to such User Material. You can help us tremendously by notifying us of any inappropriate User Material you find. If a "report" feature through CWN5 Services is not available for a specific instance of inappropriate User Material, please email support@cwn5.com  (subject line: "Inappropriate User Material").


8. LINKED WEBSITES AND ADVERTISING
Third Party Websites. If we provide links or pointers to other websites, you should not infer or assume that CWN5 operates, controls, or is otherwise connected with these websites. When you click on a link within CWN5 Services, we will not warn you that you have left a Site and are subject to the terms and conditions (including privacy policies) of the destination website. In some cases, it may be less obvious than others that you have left a Site and reached another website. Please be careful to read the terms of use and privacy policy of any website before you provide any confidential information or engage in any transactions. You should not rely on these Terms to govern your use of another website.
CWN5 is not responsible for the content or practices of any website other than the CWN5 Site, even if it links to the CWN5 Site and even if the website is operated by a company affiliated or otherwise connected with CWN5. By using the CWN5 Services, you acknowledge and agree that CWN5 is not responsible or liable to you for any content or other materials hosted and served from any website other than the CWN5 Site.
Advertisements. CWN5 takes no responsibility for advertisements or any third party material Posted on any of the Sites, nor does it take any responsibility for the products or services provided by advertisers. Any dealings you have with advertisers found while using the CWN5 Services are between you and the advertiser, and you agree that CWN5 is not liable for any loss or claim that you may have against an advertiser.


9. TRADEMARKS
CWN5, the CWN5 logo, www.cwn5.com, and other CWN5 marks, graphics, logos, scripts, jingles and sounds are trademarks of CWN5. None of the CWN5 trademarks may be copied, downloaded, or otherwise exploited.


10. UNSOLICITED SUBMISSIONS
It is CWN5's policy not to accept unsolicited submissions, including scripts, story lines, articles, fan fiction, characters, drawings, information, suggestions, ideas, or concepts. CWN5's policy is to delete any such submission without reading it. Therefore, any similarity between an unsolicited submission and any elements in any CWN5 creative work, including a film, series, story, title, or concept, would be purely coincidental.


11. DISCLAIMER OF WARRANTIES, LIMITATION OF LIABILITY AND INDEMNITY
WHILE WE DO OUR BEST TO PROVIDE THE OPTIMAL PERFORMANCE OF THE CWN5 SERVICES, YOU AGREE THAT USE OF THE CWN5 SERVICES IS AT YOUR OWN RISK. THE CWN5 SERVICES, INCLUDING THE CWN5 SITE AND THE OTHER SITES, THE CONTENT, THE VIDEO PLAYER, USER MATERIAL, AND ANY OTHER MATERIALS CONTAINED ON OR PROVIDED THROUGH THE SITES, ARE PROVIDED "AS IS" AND, TO THE FULLEST EXTENT PERMITTED BY LAW, ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, CWN5 DOES NOT MAKE ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, COMPLETENESS, AVAILABILITY, SECURITY, COMPATIBILITY OR NONINFRINGEMENT; OR THAT THE CWN5 SERVICES WILL BE UNINTERRUPTED, FREE OF VIRUSES AND OTHER HARMFUL COMPONENTS, ACCURATE, ERROR FREE, OR RELIABLE.
IN NO EVENT SHALL CWN5 OR ITS AFFILIATES, SUCCESSORS, AND ASSIGNS, AND EACH OF THEIR RESPECTIVE INVESTORS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND SUPPLIERS (COLLECTIVELY, THE "CWN5 PARTIES"), BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTHER DAMAGES, INCLUDING LOSS OF PROFITS, ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE CWN5 SERVICES (INCLUDING ANY INFORMATION, PRODUCTS, OR SERVICES ADVERTISED IN, OBTAINED ON, OR PROVIDED THROUGH THE SITES), WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHER THEORY, EVEN IF THE CWN5 PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OR ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE EXCEED THE AMOUNT PAID BY YOU TO US, IF ANY, OR $50 (WHICHEVER IS LESS) FOR ACCESSING OR PARTICIPATING IN ANY ACTIVITY RELATED TO USE OF THE CWN5 SERVICE.
YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CWN5 PARTIES FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, DAMAGES, EXPENSES (INCLUDING REASONABLE ATTORNEY'S FEES AND COSTS), AND OTHER LOSSES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR BREACH OR ALLEGED BREACH OF THESE TERMS OR YOUR USE OF THE CWN5 SERVICES. CWN5 RESERVES THE RIGHT, AT OUR OWN EXPENSE, TO EMPLOY SEPARATE COUNSEL AND ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU.


12. NOTICE AND PROCEDURE FOR CLAIMS OF COPYRIGHT INFRINGEMENT
If you believe that any Content, User Material, or other material provided through the CWN5 Services, including through a link, infringes your copyright, you should notify CWN5 of your infringement claim in accordance with the procedure set forth below.
We will process each notice of alleged infringement which CWN5 receives and take appropriate action in accordance with applicable intellectual property laws. A notification of claimed copyright infringement should be emailed to CWN5's Copyright Agent at suppport@cwn5.com  (subject line: "CI Takedown Request"). You may also contact us by mail or facsimile at:
Attention: Copyright Agent
Caribbean Worlwide LLC, (CWN5)
4747 Nob Hill Road, Suite 14
Sunrise, FL 33351
Facsimile: (954) 530-8247
To be effective, the notification must be in writing and contain the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of an exclusive copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the CWN5 Services that is reasonably sufficient to enable CWN5 to identify and locate the material; (d) how CWN5 can contact you, such as your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you that the above information in your notice is accurate and under penalty of perjury that you are authorized to act on behalf of the copyright owner or the owner of an exclusive right in the material. Emails sent to support@cwn5.com with the (subject line: "CI Takedown Request").  for purposes other than communication about copyright infringement may not be answered.
CWN5 has a policy of terminating repeat infringers in appropriate circumstances.


13. GENERAL INFORMATION
International Use. CWN5's goal is to provide our services to Caribbean Nationals and other Nationals worldwide.  That said, we are limited by the rights that our content licensors grant to us. Using technologies to access the Content from territories where CWN5 does not have rights or does not offer services is prohibited.
Export Controls. Software and the transmission of applicable technical data, if any, in connection with the CWN5 Services are subject to export controls. You agree to comply with all applicable laws regarding software and the transmission of technical data exported from the United States or the country in which you reside.
Choice of Law. These Terms of Use are governed by, and construed in accordance with, the laws of the State of Florida without giving effect to principles of conflicts of law. In the event of a dispute, you agree to submit to the exclusive jurisdiction of the courts located in Broward County of the State of Florida.
No Waiver/Reliance. If you see other parties violating these Terms, we would appreciate it if you would let us know at support@cwn5.com (subject line: "TOU Violation"). Precisely how CWN5 responds to a party that is violating these Terms will be determined after carefully analyzing all of the facts and circumstances of a particular case. You may not rely upon CWN5's precise response with respect to one party or one situation as any indication of what CWN5 might do with respect to another party or another situation, even if the parties or situations appear to you to be similar. Similarly, if we fail to act in response to a violation of these Terms of Use, you should not assume that we do not object to the violation or even that we are aware of it. In addition, you may not construe a waiver of any provision of these Terms of Use with respect to any party as a waiver of that provision (or any other provision) with respect to either that party or any other party. Further, CWN5's decision to delay exercising or enforcing any right or remedy under these Terms of Use shall not constitute a waiver of such right or remedy. Even if CWN5 acts in a way that appears to you to be inconsistent with these Terms of Use, CWN5's action shall not be deemed a waiver or constructive amendment of these Terms.
Integration, Amendment, and Severability. Please note that these Terms of Use, including CWN5's Privacy Policy which is incorporated in these Terms, constitute the entire legal agreement between you and CWN5 and govern your use of the CWN5 Services (but excludes any services, if any, that CWN5 may provide to you under a separate signed written agreement), and completely replaces any prior agreements between you and CWN5 in relation to the CWN5 Services. These Terms may not be amended or varied except in a writing signed by CWN5. Although we understand that electronic or digital signatures are frequently viewed as the equivalent of traditional written signatures these days, for these purposes, a signature or "signed" writing or written agreement may not include an electronic or digital signature. These Terms of Use operate to the fullest extent permissible by law. If any provision of these Terms is held to be unlawful, void, or unenforceable, you and we agree that the provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
Thank you for taking the time to read these Terms of Use. By understanding and agreeing to follow these Terms, the experience will be better for all users. Enjoy the CWN5 Services!  Caribbean Worlwide Network,LLC – Linking the Caribbean to the World!