These eCorpTV Service Terms and Conditions, together with any order form, constitute the entire agreement (the "Agreement") by and between eCorpTV and the organization accepting these terms by signature or by noting acceptance on the eCorpTV website (“Company").
The eCorpTV Service
The "eCorpTV Service" is an on-demand, hosted service described at http://www.eCorpTV.com that enables Company to upload Company's Video Content. "Content" means all content, data or information in any form (including the audio, video, digital recording, and performance) that is uploaded to the eCorpTV Service by Company or on Company's behalf.
(a) Restrictions on Use. Company covenants and agrees that it will not (i) use the eCorpTV Service in any illegal or unlawful manner or for any illegal or unlawful purpose or (ii) perform any act that interferes with or disrupts the eCorpTV Service. eCorpTV will not review or screen Content on a regular basis for compliance with this Agreement or applicable law, and eCorpTV shall have no obligation to do so, provided, however, that in addition to any other right eCorpTV may have, eCorpTV reserves the right to suspend Company's access to and/or use of the eCorpTV Service to the extent that eCorpTV determines, in good faith, that such suspension is necessary to comply with applicable law or to prevent harm to any end user or the eCorpTV Service; provided further, however, that in such event, eCorpTV shall only suspend that portion of the eCorpTV Service causing such violation and/or harm.
eCorpTV agrees to (a) operate and make available to Company the eCorpTV Service in accordance with this Agreement; and (b) perform any other obligations expressly identified in this Agreement.
eCorpTV Account Packages: Services and Fees
An “eCorpTV Account Package” is a bundled set of services covering the storage, hosting and bandwidth used to present Company videos, in conjunction with tech and account support, web analytics software, and customization features. Companies must select one of the eCorpTV Account Packages in order to use the eCorpTV Service. eCorpTV Account Packages range in price from $49 to $399 per month (“Service Fee”). eCorpTV Account Package Service Fees are based on the level of bandwidth, tech and account support, web analytics reporting capability, and customization provided to Company as part of the eCorpTV Service. All Service Fees quoted are in U.S. dollars (USD). Company will be invoiced monthly based on Company package level and for additional promotional services, if any, purchased during the month.
eCorpTV Account Packages pricing and features are viewable at http://www.ecorpTV.com/signup
By registering with eCorpTV Company authorizes eCorpTV to charge Company's credit card in the amount of the Service Fee associated with the Account Package selected. eCorpTV retains the right, in its sole discretion, to increase, at any time, the Service Fee. Company must pay the Service Fee on a monthly basis. The Service Fee will be charged to Company credit card on the anniversary day of the month Company's account was activated. eCorpTV does offer Company the option to pre-pay the Service Fee on an annual basis in return for a discount on the Service Fee. To learn about pre-pay discounts, contact eCorpTV customer support at 800-909-6811 or by emailing email@example.com.
Access to the Service
Access to Company's Account(s) shall be limited by use of username(s) and password(s) ("Credentials") selected by Company. Company is responsible for all activity occurring in Company's Account(s). Except where eCorpTV has actual notice of loss, theft or unauthorized use of Company's Credentials, eCorpTV shall have the right, without further inquiry, to rely on provision of Company's credentials as sufficient to authenticate Company's use of the eCorpTV Service.
The term ("Term") of this Agreement shall commence upon receipt of Company’s first Service Fee payment (“Effective Date”), and, unless earlier terminated in accordance with this Agreement, shall remain in effect for 1 year from the Effective Date (unless a different term is set forth in the order form), following which it shall automatically renew on each anniversary of the Effective Date unless either party hereto has provided notice to the other of non-renewal at least 60 days in advance of the end of the then-current Term.
Obligation to Pay
Company shall pay eCorpTV the fees set forth on any order form, exhibit, attachment or amendment to the Agreement in accordance with the payment terms set forth therein. Company shall be responsible for and shall pay any applicable sales, use or other taxes or duties, tariffs or the like applicable to the provision of the eCorpTV Service. If Company fails to pay fees invoiced by eCorpTV within 15 days following the payment due date, then in addition to any other rights eCorpTV may have, eCorpTV shall have the right to suspend delivery of all or a portion of the eCorpTV Service to Company, provided that eCorpTV has supplied Company prior notice and 5 days opportunity to cure.
Either party may terminate this Agreement: (a) if the other party is adjudicated bankrupt or otherwise seeks to avoid its performance obligations under applicable bankruptcy or insolvency laws, or (b) upon the occurrence of a material breach of this Agreement by the other party if such breach is not cured within 30 days after written notice identifying the matter constituting the material breach. In the event of a termination or expiration of this Agreement, all licenses granted under this Agreement shall terminate automatically. Upon an early termination of this Agreement for any reason (other than a termination resulting from a material, uncured breach of this Agreement by eCorpTV), all Service Fees to date, payable under this Agreement shall become immediately due and payable.
Failure to Pay: Should Company's credit card be inactive or otherwise unable to process the Service Fee due at the monthly anniversary date, eCorpTV.com will notify company by e-mail. Company will then have 5 business days to update Company's credit card information in the Billing Information profile. If at the end of 5 business days Company credit card is still inactive or unable to process the Service Fee due, eCorpTV reserves the right to remove Company's Content and all other information from our database and server and terminate Company access to and use of the web site and all other services, without any further notice to company.
By eCorpTV: Company agree that eCorpTV, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) Company may have with eCorpTV or use of the eCorpTV Service and remove and discard all or any part of Company's account or any Content uploaded by Company, at any time. eCorpTV may also in its sole discretion and at any time discontinue providing access to the eCorpTV Service. Company agrees that any termination of Company access to the eCorpTV Service or any Account Package that Company may have or portion thereof may be effected without prior notice, and Company agrees that eCorpTV will not be liable to Company or any third–party for any such termination. eCorpTV does not permit copyright infringing activities on the eCorpTV Service and reserves the right to terminate access to the eCorpTV Service. Any suspected fraudulent, abusive, or illegal use of the eCorpTV Service may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies eCorpTV may have at law or in equity.
By Company: Company may terminate this Agreement and Company's right to use the eCorpTV Service at any time and for any reason or no reason, by contacting eCorpTV customer support at 800-909-6811 or by firstname.lastname@example.org.
Upon any such termination of Agreement by Company, Company will remain obligated to pay all outstanding Service Fees and charges relating to Company use of the eCorpTV Service before termination, including any outstanding Service Fees.
License to Use the eCorpTV Service. Subject to the terms and conditions of this Agreement, eCorpTV hereby grants Company a limited, revocable (as set forth herein), non-transferable, non-exclusive, worldwide license to use the eCorpTV Service. All rights not expressly granted to Company are reserved by eCorpTV and its licensors. Except as expressly permitted by eCorpTV or to the extent expressly authorized by the eCorpTV Service, Company shall not: (a) sublicense, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the eCorpTV Service or any part thereof in any way; or (b) modify or make derivative works based upon the eCorpTV Service or reverse engineer, decompile or disassemble the eCorpTV Service.
License to Content. Subject to the terms and conditions of this Agreement, Company hereby grants eCorpTV a limited, revocable (as set forth herein), non-transferable (except as provided herein), non-exclusive, royalty-free, worldwide license to perform all such acts with respect to the Content as are necessary for eCorpTV to provide the eCorpTV Service in accordance with this Agreement and Company's selections made through the P/I. eCorpTV shall have the right hereunder to host, store, encode, reproduce and/or distribute the Content and take all other actions necessary in order to provide the eCorpTV Service in accordance with this Agreement. Unless Company elects to exclude embedding rights, this license includes the right to permit other websites to embed the Content, in which event eCorpTV shall have the sole right to receive and retain any payments made in connection with such embedded Content. The parties expressly agree that eCorpTV does not hereby take legal title to any Content supplied by Company.
License to Marks. Subject to the terms and conditions of this Agreement, eCorpTV grants Company, and Company grants eCorpTV, the limited, revocable, non-transferable (except as provided herein), non-exclusive, royalty-free, worldwide right to reproduce and display the other's logos, trademarks, trade names and other similar identifying material (the "Marks"). This Agreement does not convey any ownership interest in or to the other party's Marks, but only a limited license that is revocable as set forth in this Agreement. eCorpTV shall only reproduce and display Company Marks that Company uploads into the eCorpTV Service and in accordance with Company's selections made through the P/I.
Representations and Warranties.
(a)The eCorpTV Service. eCorpTV represents and warrants that it either owns fully and outright or otherwise possesses and has obtained all rights, approvals, licenses, consents and permissions as are necessary to perform its obligations hereunder, exercise its rights hereunder and to grant the licenses granted by it under this Agreement.
(b)The Content. Company represents and warrants that (i) it either owns fully and outright or otherwise possesses and has obtained all rights, approvals, licenses, consents and permissions with respect to the Content as are necessary to perform its obligations hereunder, exercise its rights hereunder and to grant the licenses granted by it under this Agreement; (ii) the Content and its use through the eCorpTV Service, as enabled by Company, directly or indirectly, does not, and shall not, infringe, violate or misappropriate any third party's rights; and (iii) it has paid, and it shall be solely responsible for paying, any fees attributable to any and all of the foregoing.
Company agrees to indemnify, defend and hold harmless eCorpTV and eCorpTV's officers, employees, directors, agents, affiliates, subsidiaries, successors and assigns from and against any and all third party claims, damages, liabilities, costs and expenses (including reasonable attorney's fees and litigation expenses) (each a "Claim"), arising out of or related to any alleged or actual breach of any representation, warranty or covenant made by Company in this Agreement. eCorpTV agrees to indemnify, defend and hold harmless Company and Company's officers, employees, directors, agents, affiliates, subsidiaries, successors and assigns from and against any and all third party Claims arising out of or related to any alleged or actual breach of any representation, warranty or covenant made by eCorpTV in this Agreement.
Except as expressly provided in this agreement, eCorpTV makes no representation or warranty of any kind to company, either express or implied, as to any matter including, without limitation, implied warranties of fitness for a particular purpose, merchantability, non-infringement, title, suitability, course of dealing, usage of trade or otherwise. Except as expressly set forth herein, the ecorptv service Is provided on an "as is" basis only. No advice or information obtained by company from ecorptv shall create any warranty not expressly stated in this agreement.
Limitations/Exclusions Of Liability
Under no circumstances shall either party be liable to the other for indirect, incidental, consequential, special or exemplary damages (even if that party has been advised of the possibility of such damages) arising from the performance or failure of performance of any provision of this agreement (including such damages incurred by third parties), such as, without limitation, loss of revenue or anticipated profits or lost business. Under no circumstances will either party be liable to the other for damages in excess of (a) $10,000 or (b) the total value of payments expressly identified in the Agreement, whichever of (a) and (b) is greater. Notwithstanding any of the foregoing in this entire section, the limitations set forth in this section shall not apply in the case of (i) breaches of section 3(a) of this agreement, (ii) damages resulting from intentional torts, (iii) amounts payable pursuant to "indemnification" or (iv) breaches of "confidentiality" as described in this agreement.
Each party agrees not to disclose the other party's Confidential Information without their prior written consent. "Confidential Information" includes, without limitation: (a) all intellectual property; (b) financial information (including pricing) and business information; and (c) any other information designated in writing as "Confidential". Confidential Information does not include (x) information that has become publicly known through no breach by Company or eCorpTV of these confidentiality obligations; (y) information that is independently and lawfully developed or obtained without access to Confidential Information, as evidenced in writing; or (z) information required to be disclosed by law.
eCorpTV shall have the right to identify Company as a customer and Company shall have the right to identify eCorpTV as the provider of the eCorpTV Service.
All notice required to be given under this Agreement must be given in writing and delivered either by hand, email,certified mail (return receipt requested, postage pre-paid) or nationally recognized overnight delivery service (all delivery charges pre-paid) and addressed, if to Company, to the contact identified in the order form completed by Company and, if to eCorpTV, to eCorpTV Inc., 687 West Lancaster