TVPage Terms of Service
- General; Acceptance. In subscribing to the Video Commerce Cloud, you agree to be bound by these terms and conditions of service (the “Terms of Service”). The TVPage platform, products, software, and applications are collectively referred to as “Service” in these Terms of Service, forming an integral part of a Master Services Agreement between you and TVPage (“MSA”).
- License and Use of Service. You are hereby granted a license to use the Service in accordance with, and subject to, the terms of the Service herein, during the term of the MSA. The Service, including trademarks, service marks and logos (“Marks”), and all software, technology, algorithms, data, and related proprietary rights, pertaining to or in any way derived from, the Service, are all owned by or licensed to TVPage, and/or subject to copyright and other intellectual property rights under law. By using the Service, you are granted a non-exclusive, revocable, and limited license to use the TVPage trademark, logos and related marks (“TVPage Marks”) solely as used within and as part of the Service. If you are contributing content on the Service, you hereby grant a license to TVPage, and any subscriber to your content on the Service, to use, consume, and distribute your content for any purpose, including the commercial purpose of selling, promoting and/or advertising products and services. You affirm that you have the necessary licenses, rights, consents, and permissions to any of the content that you and any of your ambassadors (and other affiliates) may publish to the Service on your behalf (“Content”). You also affirm that you shall abide by the terms and conditions set forth by any and all sources from which you may import, discover and share content when using the Service, including YouTube, Vimeo, Facebook and others.
- Warranty Disclaimer. You agree that your use of the Service is at your sole risk. TVPage makes no warranties or representations in connection therewith, and does not endorse any Content submitted to the Service (including but not limited to any opinion, recommendation, or advice expressed therein). TVPage expressly disclaims any and all liability in connection with Content. With the exception of the credits afforded by the Service Level Agreement, in no event shall TVPage, its officers, directors, employees, or agents, be liable to you for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever resulting from your use of the Content and/or Service.
- Limitation of Liability, Indemnity. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF REVENUE OR LOSS OF BUSINESS, HOWEVER ARISING, EVEN IF EITHER PARTY HAS BEEN ADVISED OF A POSSIBILITY OF SUCH DAMAGES. Each party (“Indemnitor”) shall defend, indemnify and hold the other party (“Indemnitee”) harmless against all allegations, claims, actions, causes of action, lawsuits, damages, liabilities, obligations, costs and expenses (including without limitation reasonable attorneys’ fees, costs related to in-house counsel time, court costs and witness fees) (collectively “Losses”) attributable to or related to: (i) the Indemnitor’s breach of this Agreement; (ii) the Indemnitor’s violation of applicable law, rule, regulation or order; (iii) the Indemnitor’s technology, methodology, service or products; and (iv) the Indemnitor’s violation of its confidentiality obligations (collectively, a “Claim”). Should any Claim give rise to a duty of indemnification under the provisions of this Agreement, then the Indemnitee shall promptly notify the Indemnitor; provided that failure to give such prompt notice will not relieve the Indemnitor of its obligations hereunder, except to the extent of losses that would have been avoided had such notice been given. Indemnitee, at its own expense, may assist in the defense if it so chooses, provided that the Indemnitor shall control such defense and all negotiations relative to the settlement of any Claim and further provided that any settlement intended to bind the Indemnitee shall not be final without the Indemnitee’s express consent, which shall not be unreasonably withheld or delayed. The Indemnitee will fully cooperate with Indemnitor to enable the Indemnitor to fulfill its obligations hereunder with respect to any Claim. Participation in the defense shall not waive or reduce any obligations of the Indemnitor to indemnify or hold Indemnitee harmless.
- Implementations and Statements of Work. TVPage may from time to time provide implementation and/or integration services to leverage any part of the Service (“Implementations”) by executing one or more Statements of Work (“SOW”). Such SOW shall set forth price and any specific terms associated with such Implementation. All provisions of these Terms of Service shall apply to such SOWs and Implementations. However, in such case, TVPage shall further warrant that each such Implementation shall operate as intended and in accordance with its respective SOW for a period of one (1) year from said Implementation. In such case, the sole redress under this warranty shall be for TVPage to fix said Implementation, provided you have not tampered with any part of such Implementation and/or associated software code which will invalidate this warranty immediately in all cases. All other terms of these Terms of Service limiting and disclaiming warranties of any kind shall apply in full to said Implementations and SOWs.
- Miscellaneous. These Terms of Service shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. TVPage reserves the right to charge a service charge on any payments not paid in full by the due date. All late payments will be charged 1.5 percent per month or 18 percent per year. Any claim or dispute between you and TVPage that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in San Diego County, California. These Terms of Service shall constitute the entire agreement between you and TVPage concerning the Service. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. These Terms of Service can only be amended by a written agreement signed by both parties.
Last Updated: May 20, 2019