Content Galaxy Terms of Use Agreement

Please read this Agreement before making any use of this web site or viewing or downloading any content in a Content Galaxy channel. These terms and contitions apply to subscribers and to those individuals who take on one or more additional Content Galaxy member roles (Content Provider, Affiliate, Editor, or Publisher).

1. Subscription and 30-day money-back guarantee

Purchase of a subscription to a channel (publication) entitles you to a single-user, non-transferable license to all items in that channel, under the terms described below and at the time of purchase. These same terms also apply if your access is based on being a user covered by a multi-user subscription purchased by an organization. In that case, you will be issued a previously purchased User ID, and once you use this ID, it is non-transferable and only for your use.

Content Galaxy grants you a license to access content on any channels for which applicable subscription fees have been paid, subject to adherence of these terms and conditions. We hope you are a pleased with your subscription. If, within 30 days of purchasing a subscription to a Content Galaxy channel, you are not satisfied with the items in a channel and provide us with a good faith complaint of a defect that has not been immediately cured, we will refund your purchase amount, and you will no longer have access to the channel(s).

2. Content Provider role

A "Content Provider" is the owner of content provided to Content Galaxy. Content Provider grants Content Galaxy a non-exclusive license to stream and/or download this material in paid channels. In return, Content Galaxy agrees to collect and divide up the pooled subscription payments based on actual usage of your content and clearly stated and verifiable formulas. These formulas, which may be channel-specific, will be available for Content Provider's inspection prior to submitting content to that channel.

Content Provider retains all rights to the content submitted, including the right to grant an exclusive license, provided that any such license carves out an exception to the exclusivity for Content Galaxy of at least 24 months. Content Provider can terminate Content Galaxy's non-exclusive license with at least 24 months and not more than 26 months notice before the termination date.

3. Affiliate role

An "Affiliate" is the owner of a web site that embeds links to Content Galaxy content or other channel pages. Affiliate agrees to put their Affiliate ID (a character string) or Code (a number) into these links (as a query parameter). Content Galaxy agrees to collect and divide up the pooled subscription payments based on whether purchase and/or viewing/download was initiated from a link that includes this Affiliate ID, with the amount to be distributed for the Affiliate role based on clearly stated and verifiable formulas. These formulas will be available for Affiliate's inspection prior to embedding Content Galaxy links in your web site.

4. Editor role

An "Editor" serves at the discretion of the Publisher (which may or may not be Content Galaxy itself). A "Primary Editor" is given responsibility by the Publisher for a set of content items in a channel. A "Senior Editor" is given responsibility by the Publisher for a set of Primary Editors in a channel.

Content Galaxy agrees to collect and divide up the pooled subscripton payments based on actual usage of content under your direct editing supervision and/or under the editors that you supervise, with amount to be distributed for the editor role based on clearly stated and verifiable formulas, which the publisher may change from time to time. These formulas, which may be channel-specific, will be available for Editor's inspection prior to performing work as an editor who shares in that channel's subscription sales.

An Editor may receive some or all of his compensation for working on a given channel directly from the Publisher. At the discretion of the Publisher, a channel's formulas may include no provision for sharing any of the pooled subscription payments with Editors. Except for its own channels, Content Galaxy is not involved in or responsible for wages or other compensation that the Editor receives from the publisher for work on a channel. Content Galaxy is only responsible to the Editor for payments that are the result of the formulas established for sharing based on actual subscriber usage.

5. Publisher role

A "Publisher" is the owner of one or more Content Galaxy channels and the associated list of subscribers. Publisher agrees to make a good faith effort to add content and attract subscribers to their Content Galaxy channels. Content Galaxy agrees to collect all subscription payments for the Publisher's channels, and pay Publisher based on clearly stated and verifiable formulas. These formulas, which may be channel-specific, will be available for Publisher's inspection prior to taking the Publisher role for a given channel.

Content Galaxy agrees to provide Publisher with full usage data, with the exception of raw credit card related information. Publisher agrees not to spam or otherwise misuse user data. Publisher agrees to use its best efforts to prevent spamming or misuse by the channel's content providers, affiliates, and editors, or any other party to which Publisher provides such data.

6. Your health and common sense

If you have any medical conditions or are infirm for any reason, before starting any new workout or health regimen, please consult with your physician. Content Galaxy is not a medical organization and nothing contained in in any Content Galaxy channel should be construed as any form of medical advice. In addition, some of the content shows how to do activities that inherently involve real risk of injury, and so please use good judgement. Do not consider that Content Galaxy is advising you to try any of the activities described in channel content.

7. Minors

Content Galaxy content is not directed to persons under eighteen (18) years of age, and by providing information about yourself to Content Galaxy you are representing that you are eighteen (18) years of age or older.

8. Changes in channel content and terms

Content Galaxy reserves the right, in its sole discretion, to change, modify, or discontinue any aspect or feature of this site in whole or in part, including, without limitation, the content, availability, access and/or the terms of this Site. This includes the right to amend associated rates, formulas, roles, and privileges. Such changes, modifications, additions or deletions will be effective immediately upon notice thereof, which notice may be made by posting such changes on this site. However, except as required to prevent copyright or subscription abuse, Content Galaxy shall provide at least 30-days notice on this site of changes in terms that materially effect payment amounts. Also, Content Galaxy shall endeavor to provide at least 30-days notice of intention to remove any channel content where such removal may lead to existing links being broken on Affiliate or Publisher web sites.

Notification of changes in terms by Content Galaxy shall be done by changing this Agreement's text and date, along with changes to the text and date of Content Galaxy pages that explain the relevant rates, formulas, roles, and privileges. It is your responsibility to review this Agreement and the associated rates and formulas for any changes. Your use of the web site following any dated amendment of this Agreement or associated descriptive pages will signify your assent to and acceptance of its revised terms.

9. Payment terms

Content Galaxy shall provide content providers, affiliates, editors, and publishers with access to regularly updated subscription purchase and usage data plus associated payment formulas. Content Galaxy shall distribute payments regularly, according to these clearly stated and verifiable formulas. All payments are subject to 30-day delay pending final collection of credit card funds.

10. Rights to content

Whenever a member submits content to be incorporated into a Content Galaxy channel or page, whether as a Content Provider, Editor, Affiliate, or Publisher, such member represents and warrants that: (i) you own all right, title and interest in all Content you deliver, or otherwise have the right to grant the license set forth in this Agreement, and (ii) that the content does not violate the privacy rights, publicity rights, copyrights, publishing, trademarks, patents, trade secrets, contract rights, confidentiality, or any other rights of any third party.

11. Protection of intellectual property rights

You agree not to remove copyright, trademark, and patent notices from any content. You agree to make a good faith effort, equivalent to the one you make to protect your own proprietary information, to assure that the supplied content is only accessible to other licensed subscribers.

Except as specifically provided herein or elsewhere on this web site, no Content may be copied, reproduced, republished, sold, downloaded, posted, transmitted, or distributed in any way, or otherwise used for any purpose, by any person or entity, without Content Galaxy's prior express written permission. An example of an exception elsewhere on this web site is the specific provision in the Software License allowing subscribers to redistribute certain modules if they are part of a developer toolkit downloaded from a software channel.

Content Galaxy or its third party Content Providers shall retain all worldwide rights in the intellectual property in and on the site and its channels, including, but not limited to, trademarks, service marks, trade dress, inventions, ideas, trade secrets, the source code, the HTML code, the "look and feel" of the Site, its color combinations, layout, and all other graphical elements, and the copyrights in and to its original content. Except as expressly stated for authorized Affiliates, nothing on this site or its channels may be copied, reproduced, modified, distributed, transmitted, republished, displayed or performed for commercial use without the prior written consent of Content Galaxy, except as provided in this Agreement. Any member with an Affiliate role may copy images and text from Content Galaxy for Affiliate's own web sites, but the use must be as descriptions of or links back to Content Galaxy's site or channel contents.

12. Security and authorized use

Content Galaxy has the right but not the obligation to investigate occurrences of possible violations and will cooperate with all applicable law enforcement authorities in prosecuting violators. Content Galaxy may suspend your access while it conducts an investigation. Users are required to enter a user ID and password to gain access. To protect against unauthorized Access to a user account, it is recommended that the user close the browser when finished using the Site. You are responsible for maintaining the secrecy of your user ID and password.

User may not use the account, user ID or password of someone else at any time. User agrees to notify Content Galaxy immediately of any unauthorized use or loss of user's account, user ID, password and/or credit card information. User also agrees to notify Content Galaxy immediately if user is aware of or suspects other unauthorized use of the Content Galaxy web site or its channel contents. Content Galaxy will not be liable for any loss that user incurs as a result of someone else using his user ID and password with or without user's knowledge.

Excessive viewings or logins by any member will be construed by Content Galaxy as fraudulent use of the web site, which will result in the immediate cancellation of membership without refund. When becoming a Member you agree to take all actions possible to protect your user ID and password from fraudulent use.

13. Prohibited Conduct

User expressly agrees to refrain from doing, either personally or through an agent, any of the following “Prohibited Conduct”:

• Capture, download, save, upload, print or otherwise retain information and content available on Content Galaxy web site or channels other than what is expressly allowed by this Agreement.

• Permit or provide others access to the channel contents using member's user ID and password or otherwise, or the user ID and password of another authorized user. Members of Content Galaxy may not share, give or sell their passwords or user IDs to any other person or entity.

• Copy, modify, reverse engineer, disassemble, redistribute, republish, alter, transfer or adapt any of the software, information, text, graphics, source code or HTML code, or other content available on the Site.

• Remove or modify any copyright, trademark, legal notices, or other proprietary notations from the content available on the Site.

• Violate or attempt to violate Content Galaxy’s security mechanisms, access any data or server you are not authorized to access or otherwise breach the security or corrupt the site or its channels in any way.

• Engage in any other conduct which violates the Copyright Act or other laws of the United States.

• Use any device (such as a “web crawler” or other automatic retrieval mechanism) or other means to harvest information about other Users.

• Use the Site to violate a third party’s intellectual property, personality, publicity or confidentiality rights; upload, download, display, publish, perform, create derivative works from, transmit, or otherwise distribute information or content in violation of a third party’s intellectual property rights.

• Misrepresent Your identity or personal information when Accessing the Site; forge any TCP/IP packet header or any part of the header information in any e-mail so that the e-mail appears to be generated by lynda.com.

• Post obscene, harassing, defamatory, filthy, violent, pornographic, abusive, threatening, politically inflamatory, objectionable or illegal material on the Site; post a communication that advocates or encourages criminal conduct or conduct that may give rise to civil liability.

Content Galaxy reserves the right to cancel any membership it believes has been compromised, or is being used fraudulently, at our own discretion.

Content Galaxy reserves the right to revoke or deny access to its services to any person or entity whose usage suggests Prohibited Conduct or is otherwise in breach of this Agreement. Access of the materials available beyond that of normal patterns of use that implements systematic copying of the materials constitutes abuse and will result in revocation or denial of access. The terms “normal patterns” and “abuse” shall be determined solely by Content Galaxy.

14. Limitation of Liability

IN NO EVENT SHALL CONTENT GALAXY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF PROFITS) WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF CONTENT GALAXY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR." YOU, BEING AWARE OF SAID CODE SECTION, HEREBY EXPRESSLY WAIVE ANY RIGHTS YOU MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUES OR COMMON LAW PRINCIPLES OF SIMILAR EFFECT. YOU ACKNOWLEDGE AND AGREE THAT THIS WAIVER IS AN ESSENTIAL AND MATERIAL TERM OF THIS AGREEMENT, AND THAT WITHOUT SUCH WAIVER, THIS AGREEMENT WOULD NOT HAVE BEEN ENTERED INTO BY CONTENT GALAXY.

15. Notice

Should you have any questions concerning this Agreement, or if you desire to contact Content Galaxy for any reason, please write to us at: Content Galaxy Inc., 217 Thompson Street, suite 271, New York, NY 10012; e-mail info@contentgalaxy.com

16. Termination

This Agreement shall remain effective until terminated by either party. Content Galaxy reserves the right, at its sole discretion, to terminate this Agreement upon thirty (30) days written notice if user has breached the terms and conditions hereof. User may terminate this Agreement at any time by ceasing to use the Content Galaxy web site and discontinuing access to content in Content Galaxy publications. User shall not receive a refund of the subscription payment for such termination. Termination of this Agreement shall not relieve user of any obligations not to disclose Content Galaxy downloads and videos to non-subscribers. Sections 11, 14, and 17 shall survive termination of this Agreement.

17. Jurisdiction and miscellaneous

This Agreement shall be governed by New York law, excluding its conflict of law provisions. Any and all claims, disputes or controversies arising out of or related to this Agreement, or the breach thereof, shall be resolved by arbitration in accordance with the rules of the American Arbitration Association then in existence. Such arbitration shall be conducted in New York, NY by a single arbitrator. The determination or award rendered therein shall be binding and conclusive upon the parties, and judgment may be entered thereon in accordance with applicable law in any court having jurisdiction.

Should any provision of this Agreement be held by a court of law to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. The failure of any party to enforce any of the terms or conditions of this Agreement, unless waived in writing, shall not constitute a waiver of that party’s right thereafter to enforce each and every term and condition of this Agreement.

USER ACKNOWLEDGES READING THIS AGREEMENT, UNDERSTANDS IT AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. USER FURTHER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US WHICH SUPERSEDES ANY PROPOSAL OR PRIOR OR CONTEMPORANEOUS AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

Content Galaxy Inc.

(Last updated: March 13, 2014)