Terms of Use

1. Welcome to DeFiance

These Terms of Use (“Terms”) govern your access to and use of the websites, applications, streaming experiences, newsletters, memberships, marketplaces, events, interactive features, AI-powered features and other digital services operated by Decentric Media Inc., doing business as DeFiance Media (“DeFiance,” “DeFiance Media,” “we,” “us,” or “our”), that link to these Terms (collectively, the “Services”).

DeFiance is a news, entertainment, technology and media company. Our Services may include original journalism, entertainment, live programming, licensed content, market information, artificial-intelligence technologies, commerce and content supplied by third parties.

By using the Services, you agree to these Terms.

Certain products, subscriptions, events, professional services or transactions may be subject to additional terms. If supplemental terms conflict with these Terms for a particular service, the supplemental terms will control for that service.

Our Privacy Policy explains how we handle personal information and is incorporated into these Terms.

2. Our Approach

We believe digital-media terms should protect creators, audiences and the integrity of the platform without claiming unnecessary ownership over people's identities or ideas. Accordingly:

• you retain ownership of content you create;
• ordinary linking and sharing of DeFiance content is encouraged;
• commercial exploitation of DeFiance intellectual property requires authorization;
• submitting a photograph, video, recording or comment does not automatically authorize creation of an AI replica of you;
• criticism of DeFiance is not prohibited merely because it is critical;
• sponsored content should be identifiable as sponsored; and
• material changes to these Terms should not be hidden.

3. Eligibility

The general editorial portions of the Services may be accessible to a broad audience.

The Services are not directed to children under 13. Users under 13 may not create accounts or provide personal information through interactive Services unless expressly permitted and handled in accordance with applicable law.

Certain accounts, purchases, memberships, events, contests, marketplace transactions, financial features or other Services may require users to be at least 18 years old or the age of majority in their jurisdiction.

4. Accounts

Some Services may require an account.

You agree to provide reasonably accurate information, safeguard your login credentials and notify us if you believe your account has been compromised. You are responsible for activity conducted through your account unless that activity results from circumstances reasonably outside your control.

We may restrict or suspend an account when reasonably necessary to address fraud, security concerns, unlawful activity, material violations of these Terms or risks to other users or DeFiance. Where reasonably practical, we will provide notice of significant account actions and an opportunity to contact us regarding a suspension or termination.

5. DeFiance Content and Intellectual Property

Unless otherwise stated, DeFiance or its licensors own or control the copyrights, trademarks and other intellectual-property rights in the original programming, articles, video, audio, graphics, photographs, software, designs, databases, brands, trademarks and other materials made available through the Services (“DeFiance Content”).

Nothing in these Terms transfers ownership of DeFiance Content to you.

Subject to these Terms, we grant you a limited, personal, non-exclusive and revocable right to access DeFiance Content for lawful personal and informational purposes.

Linking and Sharing

You may link to publicly available DeFiance webpages and share DeFiance links through social media and messaging services. You may quote reasonable, limited excerpts for commentary, criticism, education, news reporting or other uses permitted by law, provided you do not falsely imply that DeFiance endorses you or your use. Nothing in these Terms is intended to restrict rights that applicable copyright law independently provides to you.

Commercial Use

Commercial republication, syndication, rebroadcast, distribution or licensing of substantial DeFiance Content requires written authorization unless otherwise permitted by law.

6. AI Training, Scraping and Machine Use

DeFiance's journalism, programming, audiovisual library, metadata, transcripts, datasets, proprietary workflows and other intellectual property have independent commercial value.

Unless expressly authorized by DeFiance or otherwise permitted by applicable law, you may not systematically scrape, crawl, download or extract DeFiance Content for the purpose of:

• creating or materially expanding a commercial dataset;
• training or fine-tuning a commercial artificial-intelligence or machine-learning model;
• grounding a commercial generative-AI or retrieval-augmented-generation system;
• creating synthetic versions or substantial substitutes for DeFiance Content;
• reconstructing DeFiance databases or content libraries; or
• operating a commercial service materially substituting for the Services.

Ordinary indexing by recognized search engines, accessibility technologies and other activity authorized by DeFiance's machine-readable instructions is permitted.

Researchers, archives, technology companies and AI developers interested in broader access may contact DeFiance regarding licensing. Nothing in this section prohibits uses independently authorized by applicable law.

7. User Content

Certain Services may allow you to submit comments, photographs, video, audio, messages, reviews or other content (“User Content”).

You retain ownership of your User Content.

By intentionally posting User Content publicly through a Service, you grant DeFiance a non-exclusive, worldwide, royalty-free license to host, reproduce, format, display, transmit and distribute that User Content only as reasonably necessary to operate, promote and improve the feature or Service through which you submitted it.

This license does not transfer ownership of your User Content to DeFiance. Unless separately agreed with you, DeFiance does not acquire an automatic right to sell your User Content as a standalone commercial asset.

When you delete User Content, the license associated with that content will generally end after a reasonable technical period, except where copies must reasonably remain for legal compliance, security, backups, previously authorized distributions or coastal other legitimate purposes.

Your Responsibilities

You represent that you own or have appropriate permission to submit your User Content.

You may not knowingly submit content that:

• infringes another person's intellectual-property, privacy or publicity rights;
• unlawfully impersonates another person;
• contains malicious software;
• constitutes fraud or unlawful commercial activity;
• contains unlawful threats or targeted harassment;
• sexually exploits minors;
• intentionally manipulates reviews or ratings;
• violates applicable law; or
• materially interferes with operation or security of the Services.

Good-faith disagreement, criticism, satire, commentary and negative opinions are not prohibited merely because DeFiance or another person disagrees with them.

8. Voice, Likeness and Digital Replicas

Submitting ordinary User Content containing your image or voice does not, by itself, authorize DeFiance to create a commercial AI clone, voice clone, synthetic performer, persistent digital twin or materially deceptive digital replica of you.

Such uses require separate authorization where applicable.

Participants appearing in DeFiance productions, interviews, events or commercial projects may enter into separate appearance releases, production agreements or licenses governing those uses. Those separate agreements will control over this section for the content and rights covered by them.

9. Artificial Intelligence

DeFiance may use artificial intelligence in connection with journalism, translation, localization, transcription, production, recommendations, search, animation, synthetic media, customer support, content creation and other Services.

AI systems can produce inaccurate, incomplete or unexpected results. AI-generated or AI-assisted information should not automatically be treated as verified fact.

When DeFiance materially alters the realistic appearance or voice of a real person in circumstances where the resulting media could reasonably be mistaken for authentic footage or audio, we aim to provide appropriate context or disclosure consistent with the nature of the production, editorial standards and applicable law.

Use of private information submitted to AI-powered features is governed by our Privacy Policy and any supplemental terms presented with that feature.

10. News, Editorial Content and Corrections

DeFiance produces journalism, commentary and entertainment. News develops quickly. Information available through the Services may change, become outdated or contain errors despite reasonable editorial efforts.

We may update, clarify, correct or remove content when appropriate.

Opinions expressed by hosts, contributors, guests, interview subjects or third parties are their own unless expressly identified as the position of DeFiance Media. Coverage of an individual, organization, company, technology, cryptocurrency, security or product does not by itself constitute an endorsement.

11. Financial, Crypto and Market Information

DeFiance covers financial technology, cryptocurrency, digital assets, artificial intelligence, businesses, markets and emerging technologies.

Content available through the Services is provided for news, informational and entertainment purposes unless expressly stated otherwise. DeFiance does not provide individualized investment, financial, tax, accounting or legal advice through its general editorial Services.

Nothing in DeFiance editorial content should be interpreted as an offer, solicitation or recommendation to purchase, sell or hold a security, cryptocurrency, token or other financial asset.

Market prices, cryptocurrency prices, charts and other financial information may be supplied by third parties and may be delayed, incomplete or inaccurate. You are responsible for conducting your own research and obtaining professional advice appropriate to your circumstances before making financial decisions.

12. Sponsored and Branded Content

Advertising, sponsorship and brand partnerships help finance media.

When content has been paid for or materially influenced by a commercial relationship, DeFiance will seek to identify that relationship in a manner appropriate to the format and applicable law. Sponsored content, branded entertainment, affiliate links and advertisements do not automatically represent independent editorial endorsement by DeFiance.

Advertisers and sponsors are responsible for the accuracy and legality of claims they supply.

DeFiance retains the right to reject advertising or sponsorship that we reasonably believe conflicts with law, platform integrity or our editorial standards.

13. Reviews and Endorsements

Users may express honest opinions about products, companies or services.

Reviews must reflect genuine experiences and may not knowingly contain fabricated experiences, undisclosed paid endorsements, unlawful threats, impersonation or materially deceptive statements. We will not require a positive review as a condition of accessing ordinary Services.

Where DeFiance or another party provides compensation, free products or another material benefit in connection with an endorsement, appropriate disclosure may be required.

14. Prohibited Conduct

You may not use the Services to:

• gain unauthorized access to systems or accounts;
• distribute malware or malicious code;
• defeat reasonable security or access controls;
• conduct credential theft, phishing or fraud;
• impersonate another person in a materially deceptive manner;
• harvest non-public personal information without authorization;
• intentionally interfere with network or Service operation;
• conduct unlawful harassment or threats;
• commercially exploit DeFiance intellectual property beyond authorized use;
• manipulate audience metrics, voting, rankings or reviews through fraudulent means; or
• violate applicable law.

Reasonable security research conducted in good faith and consistent with any published DeFiance vulnerability-disclosure policy is not treated as malicious activity solely because automated tools are involved.

15. Feedback and Ideas

We welcome feedback.

If you voluntarily send us suggestions regarding the Services, you grant DeFiance permission to consider and use those suggestions without an obligation to compensate you. You do not transfer ownership of an invention, copyrighted work, confidential business plan or other separately protectable intellectual property merely by sending ordinary feedback.

Please do not send confidential information or unsolicited creative materials if you expect DeFiance to maintain them as confidential unless we have agreed to do so in writing.

16. Third-Party Content and Services

The Services may contain third-party programming, advertisements, links, products, APIs, financial data, embedded media or other third-party material.

DeFiance does not necessarily control or endorse third-party services simply because they appear through our Services. Your relationship with a third-party provider may be governed by that provider's terms and privacy policies.

Where DeFiance acts merely as an affiliate, publisher or referral source rather than the seller of a product, we will seek to make that relationship reasonably clear.

17. Purchases, Marketplace and Memberships

Certain DeFiance Services may offer products, memberships, subscriptions, tickets, event access, digital products or third-party marketplace offerings.

Prices, renewal terms, cancellation rights, refund policies and other material transaction terms will be disclosed at or before purchase as required by applicable law. Third-party merchants may impose additional terms.

Where a recurring subscription is offered, the applicable checkout process or supplemental terms will describe the billing frequency and cancellation process.

18. Privacy

Our collection and use of personal information is governed by the DeFiance Media Privacy Policy. The Privacy Policy includes additional information concerning advertising technologies, international processing, artificial intelligence, user rights and privacy choices.

Acceptance of these Terms does not constitute consent to data processing when applicable law requires a separate form of consent.

19. Copyright and DMCA

We respect intellectual-property rights. If you believe material available through the Services infringes copyright you own or control, you may submit a notification under the Digital Millennium Copyright Act.

The notice should include the information required by 17 U.S.C. §512(c)(3), including:

• identification of the copyrighted work;
• identification and location of the allegedly infringing material;
• your contact information;
• a good-faith statement that the disputed use is not authorized;
• a statement under penalty of perjury that the notice is accurate and you are authorized to act for the rights holder; and
• your physical or electronic signature.

A person whose material is removed may submit a qualifying counter-notification under applicable law.

20. Service Availability

Media and technology services change. We may add, modify, suspend or discontinue features when reasonably necessary for technical, business, editorial, security or legal reasons.

We do not guarantee uninterrupted availability of every Service or program. For paid Services, any material discontinuation will remain subject to applicable consumer law and any specific purchase or subscription terms.

21. Suspension and Termination

We may suspend or terminate access where we reasonably believe a user has materially violated these Terms, created security or legal risk, engaged in fraud or abusive conduct, or where continuation of a Service is no longer reasonably practical.

Where circumstances permit, we may provide notice and an opportunity to contact DeFiance regarding the decision. Nothing requires us to provide advance notice where immediate action is reasonably necessary for safety, security, fraud prevention, legal compliance or preservation of evidence.

22. Disclaimers

To the maximum extent permitted by law, the Services are provided “as is” and “as available.” DeFiance does not guarantee that every item of content will be error-free, complete, current or available at all times. Nothing in these Terms excludes warranties or rights that cannot lawfully be excluded.

23. Limitation of Liability

To the maximum extent permitted by law, DeFiance and its officers, directors, employees and agents will not be liable for indirect, incidental, special, exemplary, punitive or consequential damages arising from use of the Services.

To the maximum extent permitted by law, DeFiance's aggregate liability for claims arising from general consumer use of the Services will not exceed the greater of:

(a) The amount you paid DeFiance for the applicable service during the twelve months before the claim; or

(b) US $100.

These limitations do not apply where liability cannot legally be limited and do not waive rights that applicable consumer law makes non-waivable.

24. Indemnification

You agree to indemnify DeFiance against third-party claims arising directly from:

• User Content you knowingly submit in violation of another person's rights;
• your intentional misuse of the Services;
• fraud or unlawful conduct by you; or
• your material breach of these Terms.

This provision does not require you to indemnify DeFiance for DeFiance's own unlawful conduct.

25. Resolving Disputes

Before beginning formal proceedings, you and DeFiance agree to make a good-faith effort to resolve a dispute informally for at least 30 days after written notice. Either party may pursue an eligible claim in small claims court without arbitration.

Arbitration

Except for claims eligible for small claims court, intellectual-property claims seeking injunctive relief, or claims that applicable law does not permit to be arbitrated, disputes will be resolved through individual binding arbitration administered by the American Arbitration Association under its applicable Consumer Arbitration Rules.

Consumer arbitration may occur remotely unless an in-person hearing is reasonably necessary or required by applicable rules or law. A consumer will not be required to travel to Puerto Rico or another distant jurisdiction merely to pursue an ordinary consumer arbitration where applicable law or AAA rules require a more accessible forum. Applicable AAA consumer-fee protections will apply.

Arbitration Opt-Out

You may opt out of this arbitration agreement by sending written notice to privacy@defiancemedia.com within 30 days after first accepting these Terms.

Your notice must identify your name and the email address associated with your account, if any, and state that you are opting out of the arbitration provision. Opting out of arbitration will not affect your ability to use the Services.

Individual Proceedings

To the extent permitted by law, disputes will be resolved individually rather than through class or representative proceedings. Nothing in this section waives rights or remedies that applicable law prohibits the parties from waiving.

26. Governing Law

These Terms will be governed by the laws of Puerto Rico, without regard to conflict-of-laws principles, except where applicable consumer law requires otherwise. The governing-law provision does not deprive consumers of mandatory protections available under the laws of their jurisdiction.

27. Changes to These Terms

We may update these Terms as DeFiance and its Services evolve.

For ordinary non-material changes, updating the date above and publishing the revised Terms may provide appropriate notice. For changes that materially affect user rights or obligations, we will provide reasonable additional notice, such as through the Services or by email where appropriate.

Material changes will apply prospectively unless applicable law or an exceptional circumstance requires otherwise. We will not treat a quiet website update as permission to retroactively acquire materially broader rights to previously submitted private information, User Content, voice or likeness.

28. General Terms

If a provision of these Terms is found unenforceable, the remaining provisions will continue to apply to the extent permitted by law. Failure to enforce a provision does not permanently waive the right to enforce it.

These Terms do not create an employment, agency, partnership or joint-venture relationship between you and DeFiance. We may assign these Terms in connection with a merger, financing, restructuring, acquisition or sale of our business, subject to applicable law.

29. Contact

Questions concerning these Terms may be directed to: