General; Acceptance. In subscribing to the Video Commerce Cloud, you agree to be bound by the terms and conditions set forth herein (the “Terms of Service”). TVPage products, software, and application are collectively referred to as “Service” in these Terms of Service. You must also 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 (the “Content”), including YouTube® (“Content Sources”).
Content. You hereby represent to TVPage that you have the full legal rights and authority to upload, post, complete, edit, add, transfer and/or import any and all content and information that you upload, post, complete, edit, add, transfer and/or import in connection with any part of the Service (“Your Content”). You shall be solely responsible for Your Content and the consequences of uploading, posting, completing, editing, adding, transferring, importing, submitting and/or publishing Your Content on and in connection with the Service. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to upload, post, complete, edit, add, transfer, import, submit and/or publish Your Content on and in connection with the Service; and you license to TVPage and any subscriber to the TVPage Service with whom you share your Content all patent, trademark, trade secret, copyright or other proprietary rights in and to Your Content for publication on and in connection with the Service pursuant to these Terms of Service including, without limitation, the use of Your Content for commercial and/or advertising purposes. TVPage does not endorse any content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and TVPage expressly disclaims any and all liability in connection with any and all content. TVPage does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and TVPage will remove all content if properly notified that such content infringes on another’s intellectual property rights. TVPage reserves the right to remove content without prior notice. In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of Service Content (defined below). Any and all content that is part of 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 (all such content, “Service Content”), and the license of the use of the Service provided here under has no bearing or affect on any of the foregoing. Service Content is provided to you ASIS. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Service Content for any other purposes without the prior written consent of TVPage or the respective licensors of the Service Content. TVPage and its licensors reserve all rights not expressly granted in and to the Service and the Service Content. You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Service Content or enforce limitations on use of the Service or the Service Content therein. 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. Any use of the TVPage Marks or Service Content outside of the Service is restricted.
Warranty Disclaimer. YOU AGREE THAT YOUR USE OF THE SERVICE (AND EACH PORTION OF THE SERVICE) SHALL BE AT YOUR SOLE RISK. TO THE FULL EXTENT PERMITTED BY LAW, TVPAGE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, AND ANY SUBSCRIBERS TO THE SERVICE WITH WHOM YOU SHARE YOUR CONTENT, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF. TVPAGE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF ANY SERVICE CONTENT OR THE CONTENT OF ANY USERS OF THE SERVICE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (IV) ANY ERRORS OR OMISSIONS IN ANY SERVICE CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE. TVPAGE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND TVPAGE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
Limitation of Liability. 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 service. To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless TVPage, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your violation of any material term of these Terms of Service; (ii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iii) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Service.
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. 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.