TVU Partyline Terms of Service and User Agreement

The terms ‘”You” “Your” and “Yours” refer to you personally (if you are an individual) or the entity you represent (if you are representing a company or other business entity).  The terms “We” “Our” “Ours” “Us” and “TVU” refer to TVU Networks Corporation and its subsidiary and affiliate companies.    The term “Party” refers to either You or US (depending on the context), and the term “Parties” refers to both You and Us.

This is an electronic agreement.  By clicking the “Start Party” button as a host, the “Join Party” button as a participant or guest, whether via the web or the “TVU Anywhere” mobile app, You confirm that You have read, understood and agree with these terms and conditions.   Once you have accepted, You understand and acknowledge that this document, together with TVU’s Privacy Policy, becomes a valid and binding agreement between TVU and You (hereafter “Agreement”), which is equivalent to a signed hard-copy printed agreement.   TVU recommends that You download and/or create a printed copy of this Agreement for Your records.  You may decline to accept this Agreement, but if You do so, You will not be permitted to use the Services. 

We may modify the terms of this Agreement from time to time.  We will notify You of significant updates either by email or by posting an updated version of the Agreement on Our website and asking You to agree  to them when You next access and use the Services.  If you do not agree to the updated Agreement, you may not continue to access or use the Services. Notwithstanding the foregoing, we may make minor technical changes, additions, deletions, or modifications to this Agreement without notice.

Definitions for all capitalized terms used in this Agreement are listed in Exhibit A at the end of this document.

To use the Services, the following requirements apply:

5.1.
Age.  You must be at least 18 years old or the applicable age of majority in the country, state, region or province where You are located.

5.2.
Required Information.  You must provide a current, valid e-mail address, Your contact phone number, and such other information as We may require.  By providing Us with Your email address, You agree to receive notices from TVU via that email address.  You will choose a user name to be used every time You use the Services.  If You use the Services as the host, You will be required to create an account and a password.

5.3.
Accuracy of Information.  You certify that the information You provide in order to use the Services is accurate and that You will update it promptly if any of it changes. We reserve the right to cancel any unconfirmed account or an account that has been inactive for a lengthy period of time, or if We find that You have submitted inaccurate information, or if We determine that your account may be compromised or used for fraudulent purposes.

5.4.
Safeguarding Your Account.  You agree to keep your TVU Partyline login and password confidential, to safeguard it and your computer(s) and mobile device(s) from access by others, and to log out when You are not actively using the Services. You are responsible for any use of the Services made under Your login and password.  If you become aware of or suspect any unauthorized use of your account, or any known or suspected security breach that may cause disclosure or loss of Your password, You agree to change it immediately.   You also agree to inform TVU promptly regarding any suspected hacking incident, denial of service attack, or other unauthorized security breach.

6. Rights, Conditions and Restrictions on Use of the Services.  Subject to Your compliance with the terms and conditions of this Agreement, You may use the Services to present and/or participate as a guest in multi-location virtual live streamed or recorded events including but not limited to business meetings, videoconferences, webinars, trade shows, press conferences, media briefings, educational programs, product demonstrations, parties and social events, and awards ceremonies (“Events”).   The following conditions apply to Your use of the Services:

6.1.
Compliance by Host and Participants.  Whether hosting or participating as a guest  in an Event, You are solely responsible for compliance with the terms and conditions of this Agreement.

6.2.
Prohibited Uses.  You may not use the Services, either as a host or a guest, to present or transmit any audio, visual or audiovisual information (“Content”) that You know or have reason to know that:

6.2.1.
is materially false, misleading, or deceptive;

6.2.2.
is or may be considered to be pornographic, indecent, or obscene;

6.2.3.
facilitates sex trafficking or sexual abuse of minors;

6.2.4.
is or may be defamatory, slanderous or libelous or depicts any person or group in a false light;

6.2.5.
invades or violates the right of privacy or the right of publicity of any individual or group;

6.2.6.
discriminates against or harasses any individual or group;  advocates or enables the use of illegal drugs;

6.2.7.
encourages the commission of any crime;

6.2.8.
consists of “hate speech” that incites or is likely to incite violence or terrorism; or

6.2.9.
violates any law, regulation or applicable professional or industry code of conduct.

6.3.
Non-infringement.  In using the Services, You may not include any content that infringes any third party’s copyright, patent, trademark, tradename, or trade secret rights (“Intellectual Property Rights”).

6.4.
Participants’ Consent; Electronic Recording. The consent of all participants in an Event is required, including consent to the recording of the Event’s audio and visual elements .

6.4.1.
You may not feature the actions or words of any individual(s) who is/are unaware that he/she/they are participating in a live or recorded Event;

6.4.2.
You agree to comply with all applicable laws and regulations governing the making of electronic recordings including but not limited to those prohibiting the recording of confidential communications without the consent of all parties.    You will be notified on the screen prior to any recording, and Your continued participation will signify Your consent to the Event being recorded.

6.5.
No High-Risk Activities.
You agree not to use the Services for purposes requiring an exceptionally high degree of accuracy, such as aircraft navigation, rescue operations or other high-risk activities involving human life, health, or safety.

6.6.
Responsibility for Content.
You are solely responsible for all Content You submit while using the Services, and You (or the third party whose Content You are using) retain all Intellectual Property Rights in and to such Content.   TVU does not acquire anyIntellectual Property Rights to Your Content by virtue of Your using the Services.  TVU is not liable (a) to any third party for any claims related to Your Content, or (b) to You for any errors that may occur in Your Content as a result of its electronic transmission via Partyline.

6.7.
Termination of Your Right to Use the Services.

The Services are designed to enable customers such as You to arrange and present live streamed or recorded Events.  We do not review, access or censor Your Content.  However, We have the right to terminate this Agreement immediately if We become aware, whether through Our own observation or through notification from a participant, a government agency, or other third party, that any of Your content violates the conditions set forth in this section 6 or any other term or condition of this Agreement.

The following representations and warranties are made by the Parties:

7.1.
By Us 

7.1.1.
Authority.  We warrant that We have all necessary rights and authority to enter into this Agreement, and to grant the rights and to perform the obligations set forth herein.

7.1.2.
Ownership and Rights.  We have developed and own all right, title and interest in and to the TVU Partyline technology, except for items or components obtained from third parties and, as to those items or components, We have all necessary licenses and permissions to use them.

7.1.3.
Noninfringement.  To the best of Our knowledge, none of the Partyline technology infringes any third party’s Intellectual Property Rights.

7.1.4.
No Malicious Software.  We employ current industry-standard efforts to ensure that (a) the Services are free from viruses, worms, “Trojan Horses,” bots, and other types of malicious software; and that (b) Your use of the Services will not result in any malicious software causing corruption, distortion, or alteration of Your content. 

7.1.5.
LIMITATION OF WARRANTIES. APART FROM THE FOREGOING, AND EXCEPT FOR ANY LIABILITY THAT CANNOT BY LAW BE EXCLUDED OR LIMITED, THERE ARE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, MADE BY US, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  WE DO NOT REPRESENT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR FREE, NOR DO WE GUARANTEE ANY PARTICULAR RESULTS FROM YOUR USE OF THE SERVICES.  YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY CLAIMING THROUGH YOU FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, AND THE LIKE), REGARDLESS OF WHETHER THE CLAIM IS FOR BREACH OF WARRANTY OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, AND WHETHER IN TORT, CONTRACT, BREACH OF STATUTORY DUTY, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.   SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.

7.2.
By You

7.2.1.
Authority to Contract.  You represent and warrant that you have the full right and authority to enter into this Agreement on behalf of Yourself or the entity you represent.  If you are entering this Agreement as an individual, You represent that you are at least 18 years of age.

7.2.2.
Compliance with Terms and Conditions.  You represent and warrant that Your use of the Services will comply in all respects with the terms and conditions of this Agreement.

7.2.3.
Third Party Consents. In presenting or uploading any third party content, You warrant and represent that: (a) You have obtained all necessary releases, waivers or consents of the third party owner(s) or supplier(s) of such content; (b) You have paid any applicable release fees;  and (c) You will include any disclosure or credit as such third party(ies) may require.

7.2.4.
Compliance with Restrictions on Users.  You represent and warrant that You (including any entity You represent) and any End User participating in an Event are not:

• nationals of, or located in, any country that is subject to an embargo or trade sanctions or that has been designated as supporting international terrorism by the U.S. Department of the Treasury, Office of Foreign Assets Control (OFAC) or by any other country, trade bloc, or international agency; or
• included in the OFAC list of Specially Designated Nationals and Blocked Persons; or any of the lists maintained by the US Department of Commerce Bureau of Industry and Security – the Denied Persons List, the Entity List, or the Unverified List; or any of the lists maintained by the US Department of State – the Debarred Parties List or the Proliferators List.

7.3.
By Both Parties.  Each Party warrants and represents that it complies and will continue to comply with all applicable laws and regulations relevant to the performance of this Agreement.

8. PRIVACY. Use of the Services is subject to Our Privacy Policy governing Our use, collection and disclosure of Your personal information, which forms an integral party of this Agreement.

9.  Trademarks.  We own all rights to the names “TVU,” “TVU Partyline,” and other trademarks, service marks, design marks, trade names, business names, and logos associated with providing the Services (collectively, “TVU Trademarks”), except for any third party Trademarks We may use in connection with providing the Services, and, as to those, We use them with permission.

9.1.
You may not use or display any TVU Trademark except:

9.1.1.
as part of an announcement, advertisement, or promotional material for Events you organize using the
Services; and

9.1.2.
as may be included by TVU within the captions, headings or frames displayed to participants and attendees of Events.

9.2.
You agree not to contest the validity of any TVU Trademark, nor to attempt to register any TVU Trademark anywhere in the world, during or after the termination of this Agreement. 

10. Indemnification.  You agree to defend, indemnify and hold harmless TVU and its subsidiaries, affiliates, parent companies, officers, directors, employees, agents successors, and assigns against all third party claims, lawsuits, demands, damages, judgments, costs and expenses (“Claims”) including reasonable attorneys’ fees and costs arising out of or related to:

10.1.
Your breach of any of the terms, restrictions, conditions, and/or warranties and representations contained in this Agreement,

10.2.
the Content You submit as part of any Event using the Services;  and

10.3.
any intentional or negligent action or inaction by You involving TVU or the TVU Partyline services.

We will notify You promptly of any Claim and will cooperate with You in defending the Claim.  You will be required to reimburse Us for all reasonable expenses incurred in providing any cooperation or assistance. You will have full control and authority over the defense and settlement of any Claim, provided that: (a) any settlement requiring Us to admit liability will require Our prior written consent, and (b) We may join in the defense with our own counsel at our own expense.

11.1.
Termination for Breach.  We may terminate this Agreement and Your right to use the Services if You materially breach any of the terms or conditions of this Agreement or any other agreement with TVU and You fail to cure the breach (if curable) within ten (10) days of written notice from TVU.

11.1.1.
Immediate Termination.  This Agreement may be terminated immediately without notice or cure period:  (a) if You materially breach the provisions of sections 6 or any of the warranties and representations in section 7.2.

11.1.2.
Potential Reinstatement.  If justified by the circumstances, We may, in lieu of termination, suspend Your rights under this Agreement, and they may be reinstated in Our sole discretion, subject to Our receiving satisfactory assurances of Your future compliance.

11.2.
Consequences of Termination.   Upon termination, You are required to immediately cease using the Services.

12.1.   Governing Law.  This Agreement will be governed by the laws and regulations of the State of California, USA except for its conflict of law provisions. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement.

12.2.  Informal Dispute Resolution.  In the event of any dispute relating to or arising out of this Agreement, its interpretation or enforcement, the Parties agree to attempt in good faith to resolve it informally between themselves, with prompt escalation (if applicable and as necessary) to Your and Our respective top managements.  No action or proceeding may be filed to resolve a dispute unless the Parties have not been successful in resolving such dispute after good faith attempts within ten (10) days.

12.3.
Binding Arbitration. Any dispute arising from or related to this Agreement that cannot be resolved information per section 5.2 will be settled by binding, confidential arbitration by a single arbitrator as follows:

12.3.1.
Location of Arbitration.

• North America.
  If You are located in North America: the JAMS’ Expedited Procedures in its Comprehensive Arbitration Rules and Procedures (“JAMS”);
• Outside North America.
  If You are located outside North America: the International Centre for Dispute Resolution (“ICDR”) in effect on the date of the commencement of arbitration to be held in one of the following locations (whichever is closest to Your location): New York, New York; London, England; Paris, France; Munich, Germany; Madrid, Spain; Milan, Italy; Sydney, Australia; Tokyo, Japan; or Singapore.

12.3.2.
Conduct of Arbitration. The arbitration proceedings will be conducted in English, and all documentation will be presented and filed in English. The decision of the arbitrator will be final and binding on the Parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The prevailing Party will be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset.

12.3.3.
Time Limit for Filing Arbitration. Any arbitration action must be commenced within twelve (12) months following the act, event, occurrence or transaction giving rise to the claim.

12.3.4.
Waiver of Right to Jury Trial.  EACH PARTY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MIGHT HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS AGREEMENT.  THE FOREGOING WAIVER IS MADE KNOWINGLY AND VOLUNTARILY.

12.4.
Judicial Proceedings.  We will have the right to commence and prosecute any legal or equitable action or proceeding against You in any court of competent jurisdiction to obtain injunctive or other relief against You in the event that, in our opinion, such action is necessary or desirable to protect our Intellectual Property Rights or to ensure compliance with any applicable laws or regulations.

13.  Limitation of Liability.  IN NO EVENT WILL OUR TOTAL AGGREGATE LIABILITY (INCLUDING THE LIABILITY OF OUR SUBSIDIARIES, AFFILIATES, PARENT COMPANIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS SUCCESSORS,AND ASSIGNS) OWED TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU ARISING FROM THIS AGREEMENT, ITS TERMINATION OR EXPIRATION, EXCEED THE AMOUNT PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE ACT, EVENT, OCCURRENCE OR TRANSACTION GIVING RISE TO THE CLAIM.  IF YOU HAVE NOT MADE ANY PAYMENTS TO US FOR USE OF THE SERVICES, OUR TOTAL AGGREGATE LIABILITY TO YOU WILL NOT EXCEED US$200. 

14.1.
Complete Agreement.  This Agreement, including the TVU Privacy Policy, is the complete agreement between the Parties relating to the subject matter herein.  All prior or contemporaneous agreements, drafts, proposals, representations and arrangements, whether written or oral, are superseded by this Agreement.

14.2.
Assignment.  This Agreement is personal to You and is not assignable by You without Our prior written consent. We may assign this Agreement or any of Our rights or obligations (a) in the event of a sale, merger or other business consolidation of all or substantially all of Our equity or assets, or (b) to a parent company, a subsidiary, or a commonly-owned affiliate provided that such assignee agrees to be bound by these terms and conditions.  Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their successors and assigns.

14.3.      Force Majeure. Neither Party will be liable to the other for failure to perform due to any event outside its reasonable control that affects its ability to perform any obligations under this Agreement, including without limitation: act of God, government action, fire, war, flood, earthquake, revolution, terrorism, riot, civil commotion, strike or other industrial action, embargo, or shortage of suitable parts, material, or labor (collectively, “Force Majeure Event”). Provided however, the Party whose performance is affected will (a) promptly notify the other in writing and (b) use reasonable efforts to work around the problem or provide substitute performance.  A Force Majeure Event does not excuse or delay any payment obligations.  If the Force Majeure persists for a period of fifteen (15) or more consecutive days, either Party may terminate this Agreement upon written notice.   Any such termination will not affect the rights and obligations of the Parties that accrued prior to the Force Majeure Event.

14.4.
Survival of Obligations.  The Parties’ obligations regarding confidentiality, Intellectual Property Rights, and indemnification will survive the termination of this Agreement, however caused.

14.5.
Relationship between the Parties. We and You are parties to a contract.  Nothing herein creates a partnership, joint venture, employer/employee or agent/principal relationship.

14.6.
Waiver and Modification. Any delay in exercising or non-exercise of any right is not a waiver of that right.  No waiver of any of the terms or conditions of this Agreement will be effective unless it in writing and signed by the waiving Party.  Any modification or amendment to this Agreement must be (a) in writing, signed by both Parties, or (b) issued electronically by Us and accepted by You.

14.7.
Severability. Any section of this Agreement that is held to be invalid or unenforceable by a court or arbitral body of competent jurisdiction will be ineffective in such jurisdiction to the extent of such unenforceability.  All other terms of this Agreement will be construed as if that term was not contained herein.

14.8.
Headings. Headings are included for convenience but do not represent terms and conditions of this Agreement.

14.9.
Taxes. You are liable for the reporting and payment of all applicable sales taxes, use taxes, value added taxes, withholding taxes, and duties imposed by any jurisdiction as a result of the license granted herein to you, or Your access to or Use of the Content.

14.10.
Exhibits.  Exhibit A (Definitions) is incorporated by reference as an integral part of the Agreement.  In the event of any unintended inconsistency between the definition of a term or phrase in Exhibit A and in the text of the Agreement, the definition set forth in Exhibit A will prevail.

14.11.
Notices.  All notices required or permitted to be given pursuant to this Agreement will be sent by email and will be effective on the date received.  Notices to Us must be addressed to the email address stated at the beginning of this Agreement.  Notices to You will be addressed to Your email address as provided to Us by TVU; You are responsible for updating that information.

 EXHIBIT A – Definitions