The Services are offered to Publisher subject to its acceptance, without modification, of these Terms of Service and any future modifications thereof, and procedures that may be published from time to time or made available to Publisher on or through the Services. When the Services are used by a Publisher, these Terms form a legally binding contract between Publisher and Uscreen.TV, LLC. If you are entering into these Terms on behalf of an entity, such as your employer, or the company you work for, you represent and warrant that you have the legal authority to represent and bind such Publisher, in which case the terms “you,” “your”, “customer” or a related capitalized term herein will refer to such Publisher.

IF YOU ARE USING YOUR EMPLOYER OR AN ENTITY’S EMAIL ADDRESS IN REGISTERING FOR THE SERVICES, PLEASE NOTE THAT YOU ARE DEEMED AS AN AUTHORIZED REPRESENTATIVE AND/OR AGENT OF YOUR EMPLOYER OR AN ENTITY (AS APPLICABLE).

The Terms is a contract that governs Publishers’ use of the Services and consists of the following:

• Master Terms
• Privacy Policy

If you register for a Free Trial of the Services, the applicable provisions of the Terms will govern that Free Trial.

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, BROWSING, AND/OR OTHERWISE USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE SERVICES.

Master Terms

1. Definitions

“Account” means the primary means for accessing and using the Services, subject to payment of a Fee designated in the selected Plan.

“Administrator” means a User(s) of an Account which the Publisher has granted complete authorization to manage the Publisher Account.  Administrators shall not have the authorization to assign, amend or alter a Publisher’s or any other Administrator’s credentials. 

“Affiliates” means any legal entity that controls or owns more than 50% of such entity’s outstanding shares or securities, is controlled by, or under common control with a party.

“App Marketplace” means a digital distribution platform for Apps, such as Google Play or Apple App Store, etc.

“Apps” mean Client-side applications accessed through web browsers, mobile apps installed on smartphones and tablets, and TV apps designed for smart TVs and streaming devices.

“CDN” means content delivery networks which act as geographically distributed networks of proxy servers and their data servers to help facilitate delivery of dynamic content such as live video feeds.

“Company” means Uscreen.TV, LLC.

“Company Content” means any data and information available through Services or contained within the structure of the Services, including but not limited to, articles, documents, brochures, presentations, pictures, images, audiovisual works, other informational materials and any comments.

“Company Materials” means the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, code, data, and all other elements of the Services.

“Credentials” means all usernames, passwords, and other access credentials created by or assigned to Publisher, Users and each of its designated Subscribers for use of the Services.

“Fee” means regular payment for using the Services via an activated Account.

“Free Trial” means temporary access of the Services for the purposes of trying out any part of the Services in accordance with any selected Plan without paying a Fee.

“Master Terms” means these core legal and commercial terms that apply to Publisher’s use of Services and makes up part of the Terms of Service.

“Order Form” means, if applicable, the document executed by the parties specifically referencing this Terms of Service pursuant to which Publisher orders and Company accepts to provide a particular Plan, the Services and the Platform, under the terms and conditions of the Terms of Service.

“Plan” means various criteria related to the use and functionality and cost of a particular Service chosen by Publisher, as set forth at www.uscreen.tv/pricing, and on which the Fee is based.

“Plan Term” means the period of the Publisher’s use of the Services commencing on the date determined by the parties for the associated Plan and concluding on the date of expiration of the Plan, as determined by the parties.

“Platform” means Company’s distribution platform allowing Publisher to market, distribute and sell Publisher’s video catalog to Subscribers.

“Privacy Policy” means the notice, as set forth at https://www.uscreen.tv/privacy-policy/, which describes how Company collects, receives, uses, stores, shares, transfers, and processes Publisher Content in connection with Publisher’s use of the Services. It also describes Publisher’s choices regarding use, as well as Publisher’s rights of access to and correction of its Publisher Content.

“Publisher” means you, a natural or legal person or entity who has accepted these Terms with Company by using the Services and identified by your registered name and/or email address.   For purposes of providing any Account information, Company shall be obligated to provide such details only to the Publisher.  Publishers shall also be deemed Administrators.

“Publisher Content” means videos, data and documents of any kind (images, spreadsheets, text files, etc.) and any other digital data and information, which is subject to the Platform, or otherwise inserted into the Platform by the Publisher and for which Company is a “processor” (as defined in the Privacy Policy). Publisher Content shall not contain Sensitive Information.

“Renewal Date” means the date the Publisher’s Plan will automatically renew on an annual or monthly basis depending on the Publisher’s Plan and as further set forth in an Order Form.

“Sensitive Information” means credit or debit card numbers; financial account numbers or wire instructions; government issued identification numbers (such as Social Security numbers, passport numbers), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under any applicable law relating to privacy and data protection.

“Services” means the Web Site, Company Materials, Platform, Apps and all other content, services and/or products available on or through the Platform.

“Sub-processor” means any third party which Company uses in the provision of Services.

“Subscriber” means those customers of Publisher who access the Services via the Platform.

“Terms” means the Publisher Terms of Service which consists of the Master Terms, the DPA and the Privacy Policy.

“User” means any Publisher employee, agent, its Affiliates or any entity or individual granted with the authorized rights and privileges to use the Account on behalf of a Publisher, including any Administrators.

“Web Site” means the compilation of all web documents (including video, images, php and html files) made available via www.uscreen.tv, its subdomains or domains with identical names under other top domains, and owned by Company.

2. MODIFICATIONS TO TERMS

Company reserves the right, at its sole discretion, to change, modify, add, or remove any portion of the Terms from time to time. Notification of such modifications may be posted on or through the Platform or the Services and shall be effective immediately upon such modification. Publisher’s continued use of the Services constitutes its acceptance of these Terms and any modifications as they arise.

3. COMPANY SERVICES

3.1 Services

Subject to these Terms and the payment of the applicable Fees, Company grants Publisher and its Users a non-exclusive, non-transferable, non-sublicensable license to use the Services to:

1. Upload and manage Publisher Content so that Subscribers can have access to and purchase access to Publisher Content; and
2. Personalize the “look and feel” of the Publisher Content to give Subscribers a seamless buying experience.

Company may use Sub-processors to perform any portion of the Services. 

3.2 Modifications to Services/Platform

Company reserves the right to modify the Services, Platform or any part or element thereof from time to time without prior notice, including, without limitation:

1. rebranding, repackaging or repricing (including any adjustments to current Fees which will be applicable at the next Plan Renewal Date) the Services at its sole discretion;
2. ceasing the provision of or discontinuing the development of any particular Service or part or element of the Platform, temporarily or permanently;
3. taking such action as is necessary to preserve Company’s rights upon any use of the Services that may be reasonably interpreted as violation of Company’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.

Publisher’s continued use of the Services, or any part or element thereof, after the effective date of a modification, shall indicate its consent to the modifications. Company shall not be liable to the Publisher or to any third person for any modification, suspension or discontinuance of the Services, or any part or element thereof.

3.3 Credentials

Publisher is responsible for maintaining the confidentiality of all Credentials and is solely responsible for all activities that occur with such Credentials. Company reserves the right to terminate Publisher’s, any User’s or any Subscriber’s Credentials that Company solely determines may have been used by an unauthorized third party or in an unauthorized manner.  As it relates to a Subscriber, Publisher is responsible for maintaining the confidentiality of all Credentials and is solely responsible for all activities that occur with such Credentials.

3.4 Changing Plans

In the event Publisher wants to upgrade or downgrade a current Plan, Publisher should reach out directly to Company to address any such change.  

3.5 Administration of Publisher’s Account

Publisher acknowledges that it retains control over to whom it selects as Administrator(s)  to the Account and may, depending on the Plan, specify one or more Users to be an Administrator to manage its Account. Company is entitled to rely only on communications from an Administrator when servicing Publisher’s Account. Administrator(s) shall have the ability to fully access, monitor, use, and/or export any Publisher Content or data associated with an Account.  

3.6 Verification

Publisher understands and agrees that Company may require Publisher to provide information that may be used to confirm its identity and help ensure the security of the Account and/or a User. In the event that Publisher loses access to an Account or otherwise requests information about an Account, Company reserves the right to request from the Publisher any verification it deems necessary before restoring access to or providing information about such Account.

3.7 Technical Support 

Company shall provide technical support for native Platform features and any Apps with efforts to provide same-day responses. Any custom coding, modifications, or integrations made by Publisher are done at its own discretion and risk. Company does not provide assistance or support for custom coding efforts and will not be held responsible for any issues that may arise as a result of such customizations.  For those situations Company is in charge of Publisher’s support to its Subscribers as it relates to the Services or Platform, Company will handle all technical support issues per the terms in place with Publisher related to such Subscriber support. 

Furthermore, please be aware that Company regularly updates and enhances the Platform to improve performance, security, and features and any such updates may impact custom coding implemented by a Publisher. Company is not liable for any disruptions, conflicts, or issues that may occur due to Platform updates affecting custom coding by the Publisher. It is the Publisher’s responsibility to ensure that any custom coding implemented is compatible with the latest version of the Platform. Any necessary adjustments or technical support required to accommodate Platform updates must be carried out independently by the Publisher.

3.8 Free Trial

A new Publisher may be entitled to a Free Trial of the Services only upon acceptance of these Terms of Service. Upon expiration of the Free Trial period and to subsequently enter into a Plan, Publisher can contact the Company or do so via the Web Site.

3.9 Platform Apps & Non-Company Apps

For certain Plans, Company will develop and provide Apps to Publisher which align to a Publisher’s Platform.  In order for Company to develop such Apps, Publisher shall first provide all information and guidance requested by Company, including, but not limited to, design, marketing and Publisher Content assets. 

Further, Company or third parties may make available third-party non-Company Apps as part of the Services. If Publisher elects to procure or utilize a non-Company App, the terms and conditions regarding its use or receipt of the non-Company Appare between Publisher and the provider of those non-Company Appsand any exchange of data between Publisher and such third party provider is solely between Publisher and the applicable provider. Any questions, concerns or disputes that arise based on Publisher’s use of non-Company Apps should be addressed with the provider of such non-Company App and not with Company. Company does not warrant, or support non-Company Apps, whether or not they are designated by Company as “certified” or otherwise. Company is not responsible for any disclosure, modification or deletion of Publisher Content resulting from access by such non-Company Appor its provider.

Integration with Non-Company Apps. Services may contain features and functionality designed to interoperate with non-Company Apps. However, Company cannot guarantee the continued availability of such features or functionality, and may cease providing them without notice and without entitling Publisher to any refund, credit, or other compensation if, for example and without limitation, the provider of a non-Company Appceases to make the non-Company App available for interoperation with the corresponding features or functionality in a manner acceptable to Company.

3.10 Video-On-Demand & Live Streaming

All videos for on-demand and live streaming are provided by third party CDNs & video streaming services.  In the cases of both video encoding as well as video delivery both for live streaming & on-demand, Company is not liable for encoding or streaming issues related to third party CDNs.

4. COMPANY RESPONSIBILITIES

4.1. Provision of Services/Technical Support

Company will (a) make the Services, Platform and Company Content available to Publisher pursuant to these Terms (b) provide technical support for the Services to Publisher, as outlined in Section 3.7 (Technical Support), at no additional charge, (c) use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Company shall endeavor to give advance electronic notice), and (ii) any unavailability caused by circumstances beyond Company’s reasonable control as set forth in Section 15.7 (Force Majeure). 

4.2. Protection of Publisher Content

Company will utilize commercially reasonable efforts to maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Publisher Content. Those safeguards may include, but not limited to, measures for preventing unauthorized access, use, modification or disclosure of Publisher Content. Additionally, Company shall only access, use, modify or otherwise disclose Publisher Content: (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 6.6 (Compelled Disclosure) below, or (c) as Publisher or Administrator expressly permits.

4.3  Migrations

For any migrations to the Platform, Company is, in no way, liable for any errors, modifications, loss of data, loss of revenue, canceled Subscribers or loss of potential Subscribers during or after the migration. By engaging the Platform for any migration services, Publisher assumes all risk associated with it and shall not hold Company liable in any form or fashion related to it.

5. PUBLISHER RESPONSIBILITIES

5.1 Prohibited Activities

Publisher and its Users may use the Services, and any part or element thereof, only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Publisher nor any User may:

1. use the Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions;
2. copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer or decompile the Services or any part or element thereof, or attempt to extract the source code thereof, unless (i) it is expressly allowed under applicable law, and (ii) to the extent that the Company is not permitted by that applicable law to exclude or limit the foregoing rights;
3. provide false, inaccurate or misleading information;
4. act in a manner that is defamatory, trade libelous, threatening or harassing to Company; 
5. use the Services or any part or element thereof unless it has agreed to be bound to these Terms; or
6. violate the acceptable use terms of any Company’s Sub-processors, providers or partners.
   

5.2 Uses Requiring Company Consent

Except as otherwise set forth in these Terms, Publisher or any User may not, without Company’s prior express written consent:

1. sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant access or make the Services available, in whole or in part, to any third persons; or
2. use the Services, or any part or element thereof, in a scope, with means or for purposes other than those for which their functionality was intended.
   

5.3 Trade Control Compliance

The Publisher, any User or agent of Publisher hereby represent, warrant, covenant, and agree that, with respect to the Services, they:

1. Have complied and shall comply with, and shall cause its directors, officers, employees, and agents to comply with the United States, European Union, and any other applicable foreign economic, trade, and financial sanctions laws and regulations, including economic and trade sanctions administered by the US Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the US Department of State (collectively, “Sanctions”), and US, EU and applicable foreign laws and regulations pertaining to export controls, including those administered by the US Departments of Commerce and State (collectively, “Trade Controls”);
2. Shall take no action, directly or indirectly, that would cause Company, or any of their respective officers, directors, employees, or representatives, to violate any Sanctions or Trade Controls;
3. Nor any of its officers or directors, employees, and any agents or other representatives acting on their behalf (i) have been or is designated on any Sanctions- or export-related list of restricted or blocked persons, including designation on OFAC’s List of Specially Designated Nationals and Blocked Persons or OFAC’s Sectoral Sanctions Identifications List, (ii) are located in, organized under the laws of, or resident in any country or territory that is itself the subject of any sanctions or embargoes by any governmental authority (iii) are or have been greater than 50% owned or controlled by any person or persons described in clause (i) or (ii) (collectively with (i) and (ii), a “Restricted Person”), or (iv) has or will provide the Services to any persons described in clauses (i)-(iii);
4. Will promptly notify Company if they or any personnel employed by or affiliated with them: (i) commits any actual or potential breach of Sanctions or Trade Controls in relation to the Services, or (ii) becomes a Restricted Person; and
5. Understand and accept that Company, in its sole discretion, shall have the right to immediately terminate the access to, or use of the Services without notice or liability to Publisher, if Publisher, or any person employed by or affiliated with Publisher, takes any action in violation of the provisions described in this Section 5.3 or if Company determines, in its sole discretion, that the Publisher’s continued use of the Services could violate Sanctions or Trade Controls.
   

5.4   Publisher Contact Information/Company Attribution

On the public site of its Platform, Publishers shall be required to clearly post its contact information (including, but not limited to, telephone numbers, email addresses, etc.) to allow Subscribers to contact Publishers in case such Subscribers need to discuss refunds, account issues or any other questions.  If Publisher fails to properly display contact information as designated herein and/or fails to enable Subscribers to directly contact a Publisher, Company  reserves the right to suspend Publisher’s Account in accordance with Section 13.4 (Suspension) herein.  

Further, Company will include Uscreen branding on some Publisher properties on the Platform, such as Web Sites or Apps, including but not limited to, a linked badge with ‘Powered by Uscreen’, a ‘Secured by Uscreen’ badge or other similar verbiage. Some Publishers, as determined by Uscreen, may be allowed to remove some of this branding, depending on the Service package that is purchased.

5.5 Compliance with Laws

Company shall comply with all laws, including but not limited to, the US Digital Millennium Copyright Act and The Controlling the Assault of Non-Solicited and Pornography Act of 2003, and reserves the right to suspend the Services for violations of any laws or remove any Publisher Content from the Platform upon receipt of a compliant takedown notice, including any judicial orders or notices.

5.6 Confidentiality Obligations

Publisher shall not disclose any information about Company, the Services, the Platform or its business, other than information publicly available, to any third party or use such information for its own or any third party purposes.  

5.7  Over-the-Top Applications

Any over-the-top applications (“OTT app”) in an App Marketplace utilized by Publisher related to the Services will have been created and originated by Company.  Any Fees associated with such creation by Company will be as set forth in an Order Form.  Company owns all rights related to such OTT apps.  Company does not guarantee that any OTT app will be accepted in any App Marketplace.

For any OTT app utilized by Publisher related to the Services, Publisher shall provide at least 30 days written or email notice before any such OTT app is deleted or removed from the relevant App Marketplace.

Publisher shall, at all times of a Term, be required to maintain an active, appropriate developer account associated with any OTT app.  Company is not liable for geo-blocking accuracy and content restrictions set by Publisher.

6. PUBLISHER CONTENT/SENSITIVE INFORMATION

6.1 Publisher Rights to Publisher Content

In connection with Publisher Content, Publisher affirms, represents, and warrants that: (i) Publisher either owns its Publisher Content or has the necessary licenses, rights, consents, and permissions to use and authorize Company to display or otherwise use the Publisher Content under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to its Publisher Content in a manner consistent with the Services and these Terms, and to grant the rights and license set forth in these Terms, and (ii) Publisher Content, or Company’s or any Company’s licensee’s use of such Publisher Content pursuant to these Terms, do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require the obtaining of a license from or paying of any fees and/or royalties by Company to any third party for any rights to the Publisher Content.

6.2 Uploading Publisher Content to Services

Publisher is solely responsible for its own Publisher Content and the consequences of posting or publishing them on or through the Service. If Publisher uploads Publisher Content to the Services, such Publisher Content and any processing of such Publisher Content must be in compliance with these Terms and applicable law. All rights, title and interest in and to the Publisher Content belong to the Publisher or their respective owners (including Users, persons and organizations), whether posted and/or uploaded by Publisher or made available on or through the Services. By uploading Publisher Content to the Services, Publisher authorizes Company to process, access and use the Publisher Content. Publisher is responsible for ensuring that:

1. Publisher and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Publisher Content which violates these Terms, the rights of Company, other clients or users of Services or persons or organizations;
2. Any Publisher Content is not harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, invasive of another’s privacy, hateful, depicts or encourages unlawful acts of violence, self-harm or animal cruelty, exploits or endangers minors, promotes or support terror or hate groups, contains information on assembling explosives, promotes fraudulent business schemes or unlawful transactions or as further set forth at https://www.uscreen.tv/publisher-terms/content-restrictions/; 
3. Publisher and all Users associated with the Account have the necessary rights (including intellectual property rights) to use the Publisher Content, including to insert it into the Services and process it by means of the Account; 
4. The mobile App of the Services will remain in compliance with the content terms of the applicable App Marketplace; and
5. Unless otherwise agreed to the contrary by the parties, all Publisher Content shall remain behind a “paywall” (i.e. where User has agreed to sign up to Publisher’s Account) and any such Publisher Content shall not be provided to a Subscriber at no charge.
   

6.3 No Liability by Company of Publisher Content

Company does not guarantee any accuracy with respect to any information contained in any Publisher Content and recommends that Publisher carefully consider what it transmits, submits or posts to or through the Services. Publisher understands that all information contained in Publisher Content is the sole responsibility of the Publisher and/or the person from whom such Publisher Content originated. This means that Publisher agrees that it, and not Company, is entirely responsible for all Publisher Content that is uploaded, posted, transmitted or otherwise made available through the Services by Publisher, as well as for any remedial actions taken by the Company or other Publishers as a result of such Publisher Content.

Further, Company shall have no obligations to backup any Publisher Content on the Platform and any such backup shall be the sole responsibility of Publisher.

6.4 Sensitive Information and Unlawful Publisher Content

Publisher will not use the Service in any way to process (a) Sensitive Information or (b) Publisher Content that, in any manner, is prohibited by law or in violation of these Terms. Company is not obliged to pre-screen, monitor or filter any Publisher Content, or its processing by the Publisher, in order to determine if it is Sensitive Information or unlawful in nature. However, if Company, in its sole discretion, has reason to believe that Publisher is processing any unlawful or inappropriate Publisher Content or Sensitive Information, or the action of its processing is unlawful in nature, Company has the right to:

a. notify the Publisher of such unlawful Publisher Content or Sensitive Information;

b. deny its use in the Services;

c. demand that the Publisher bring its use of the Services into compliance with these

Terms and applicable law; and/or

d. temporarily or permanently remove the unlawful or inappropriate Publisher Content or Sensitive Information from the Services, restrict access to it or delete it.

If Company is presented convincing evidence that the Publisher Content is not unlawful, inappropriate or does not contain Sensitive Information, Company may, at its sole discretion, restore such Publisher Content or Sensitive Information, which was previously removed from the Services.

No Sensitive Information. Publisher acknowledges that the Services have not been designed to contain, process or manage Sensitive Information and accordingly Publisher agrees not to use the Services to collect, manage, post or process Sensitive Information.  Company will not have, and Company specifically disclaims, any liability that may result from Publisher’s use of the Services to collect, process, post or manage Sensitive Information.  

6.5 Company Rights to Publisher Content

Company may use Publisher Content in an aggregated or anonymized format for research, educational and other similar purposes. Publisher expressly grants Company the right to use and analyze aggregate system activity data associated with use of the Services by Publisher and its Users for the purposes of optimizing, improving or enhancing the way the Services operate, and to create new features and functionality in connection with the Services in the sole discretion of Company.

6.6 Compelled Disclosures

Company may disclose Publisher Content or Publisher's confidential information to the extent compelled by law or judicial action to do so. In such instances, Company will use commercially reasonable efforts to provide Publisher with prior notice of the compelled disclosure (to the extent legally permitted) and Publisher shall provide assistance, at its cost, if Publisher wishes to contest the disclosure. If Company is compelled by law to disclose Publisher Content or Publisher's confidential information as part of a civil proceeding to which Company is a party, and Publisher is not contesting the disclosure, Publisher will reimburse Company for its reasonable cost of compiling and providing secure access to that Publisher Content or confidential information.

7. FEES

The use of the Services, which is not via a Free Trial, is subject to a Fee as determined by the parties. Different Fees apply to different Plans. Company reserves the right to modify the Fees for any Plan, in its reasonable discretion, at any time after the commencement of the Plan Term, provided that any such modification will not take effect until the expiration or termination of any then-current Plan Term.

Publishers may elect to not renew their Plan Term anytime as outlined herein, however must do so at least 30 days prior to the Renewal Date in order to avoid billing of the next Plan Term’s Fees. Unless a Plan has been terminated, canceled or not renewed in accordance with these Terms or an Order Form, Publisher authorizes Company to automatically charge Publisher the then-current Fees on or after the Renewal Date for a renewed Plan Term.  

EXCEPT AS OTHERWISE SET FORTH HEREIN, ALL FEES ARE NON-REFUNDABLE. For purposes of clarity, there are no refunds or credits for periods where the Publisher did not use an activated Account, used it only partially, deactivated the Account or terminated these Terms during an ongoing payment interval, or where an Account is terminated or suspended by Company in accordance with Section 13.  For purposes of clarity, to the extent an OTT app is not published at all or in a timely manner within an App Marketplace, there are no refunds or credits associated with this. 

All Fees are exclusive of all taxes, levies or duties applicable under any applicable law, unless stated otherwise stated herein. Publisher is solely responsible for the payment of such taxes, levies or duties.

In the event the Publisher does not pay all Fees due within 7 days of invoice or due date, Company shall have the right to suspend and/or terminate all access to the Publisher Account.  Upon any such suspension or termination due to non-payment, Publisher will then have 90 days to provide an authorized payment method to reactivate a Plan and an Account, otherwise Company has the right to permanently delete the Account, including all Publisher Content therein.

7.1 Payment Card Authorization/Online Payment System/Invoices

Company may seek pre-authorization of Publisher’s payment card account or online payment system prior to its purchase of Services in order to verify that they are valid and have the necessary funds or credit available to cover any purchase. Publisher agrees to approve any such card pre-authorization and to pay any amounts for a Plan described on the Web Site or set forth in an Order Form, and authorizes Company to charge all Fees to such card account or appropriate online payment system. Publisher agrees to provide Company updated information regarding its payment card account or online payment system upon Company’s request and any time the information earlier provided is no longer valid.

If Company has not sought pre-authorization of Publisher’s payment card, then before the end of each payment interval, Publisher will be issued an electronic invoice for payment of the Fee of the next payment interval. Publisher must pay the invoice by the due date indicated on the invoice.

7.2 Late Payment Charges

Upon delay of any payments of Fees, Company may require the Publisher to pay interest on the delay (penalty for late payment) for the period that such payment is overdue. The interest rate for late payment due shall be 1% per month or the maximum allowed by local law, whichever is higher.

7.3  Company Payment Gateway/Subscriber Fee Disputes

In the event Publisher utilizes the Services as the payment gateway to charge Subscriber fees for access to the Publisher Content, the Subscriber dispute rate for any Subscriber fees should not be above 1% of the total number of Subscriber transactions, as determined by Company.  In the event such dispute rate reaches 1% or higher, Publisher  may be given a suspension in order to lower the dispute rate below the 1% threshold.  Company shall not be liable for any usage or access issues related to Publisher utilizing the Services as a payment gateway to charge Subscriber fees in the event such usage or access is unavailable or inaccessible at any time and Publisher assumes all risk associated with using the Services as the payment gateway.

7.4 Right to Offset

In addition to other rights and remedies Company may have, if legally permitted to do so, Company may offset any payment obligations to Publisher that Company may incur under the Terms against any fees owed to Company and not yet paid by Publisher under the Terms, or any other agreement between Publisher and Company.

8. PRIVACY

Company’s Privacy Policy is available at https://www.uscreen.tv/privacy-policy/.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Company’s Intellectual Property Rights

The Services, Platform, Apps, Company Content, Company Materials, Company trade names and trademarks, and any associated intellectual property thereof are, solely and exclusively, owned and operated by Company or its respective third party vendors and hosting partners. Company Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Except as set forth in these Terms, Publisher’s use of the Services and Company Materials, and any parts or elements, does not grant to Publisher any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Company Materials is strictly prohibited unless Publisher has received the express prior written permission from Company or the otherwise applicable rights holder. Publisher may not use Company trade names and trademarks in any manner that disparages Company or its products or services or portrays Company in a false, competitively adverse or poor light. Company reserves all rights to the Services, Platform, Company Materials and Company trade names and trademarks not expressly granted in the Terms.

9.2 Company Content

Subject to these Terms and the payment of the applicable Fee, and only applicable for particular Plans, Company grants Publisher and its Users a non-exclusive, non-transferable, non-sub-licensable license to download a single copy of any part of the Company Content solely for its personal, non-commercial use. Publisher shall not remove copyright and proprietary notices that are contained in any part of the Company Content. Publisher expressly acknowledges that it does not acquire any ownership rights by downloading any copyrighted material from or through the Platform or the Services. Publisher shall not copy, distribute or publish any Company Content or any information obtained or derived therefrom except as expressly permitted by Company.

10. DISCLAIMERS; NO WARRANTY

UNLESS OTHERWISE EXPRESSLY STATED BY COMPANY, THE SERVICES, COMPANY MATERIAL, PLATFORM AND ANY COMPANY CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, COMPANY DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY AND RELIABILITY.

UNLESS OTHERWISE EXPRESSLY STATED BY COMPANY, COMPANY DOES NOT WARRANT THAT THE SERVICES AND ANY COMPANY CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES AND ANY COMPANY CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICES OR THE PLATFORM THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

UNLESS OTHERWISE EXPRESSLY STATED BY COMPANY, COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE SERVICES, COMPANY MATERIALS OR ANY WEB SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE.

IF THE LAWS OF CERTAIN COUNTRIES OR STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS, SET FORTH IN THIS SECTION 10, MAY NOT APPLY TO COMPANY AND PUBLISHER MAY HAVE ADDITIONAL RIGHTS AS SET FORTH IN LAW.

11. INDEMNIFICATION

Publisher agrees to defend, indemnify and hold harmless Company and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorneys’ fees, arising out of its use or misuse of the Services or the Company Materials, representations made to Company and/or third parties, violation of these Terms, violation of the rights of any other person or entity or any breach of the foregoing representations, warranties, and covenants. Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which Publisher is required to indemnify Company and Publisher agrees to cooperate with such defense of these claims.

12. LIMITATION OF LIABILITY

12.1 No Liability

Company shall not be liable to the Publisher or User for any consequences resulting from:

1. any modifications in these Terms, modification of the Services, Company Material or Account usage by Publisher or any part or element thereof, including, but not limited to, any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Services or Company Materials;
2. deletion of, corruption of, or failure by Company to store any Publisher Content;
3. use of Publisher Content by the Publisher or any of the Users associated with the Account or any Subscribers;
4. upgrading or downgrading of a current Plan by Publisher;
5. any disclosure, loss or unauthorized use of the login credentials of Publisher or any User due to Publisher’s failure to keep them confidential;
6. Publisher’s use of the Account or the Services by means of web browsers other than those accepted or supported by the Company;
7. the application of any remedies against the Publisher or Users by Company; for example, if the Publisher or User has committed a crime or conducted a breach of applicable law by using the Services or any part or element thereof;
8. the differences between technologies and platforms used for access; for example, if certain features, functions, parts or elements of the Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet; or
9. Company’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

In addition, Company shall not be liable to the Publisher for any claim by any user, person, organization, or third persons against the Publisher arising out of the Publisher’s failure to:

1. provide Company with accurate information about the Publisher, Users or Account;
2. notify Company of any reasons due to which a User does not have the right to use the Account on behalf of the Publisher;
3. provide any Services which it has agreed to provide to any person or organization (whether such failure arises as a result of Company’s negligence, breach of these Terms or otherwise);
4. ensure the lawfulness of the Publisher Content;
5. obtain the necessary rights to use the Publisher Content; or
6. abide by any of the restrictions described in these Terms.

12.2 Limitation of Liability

IN NO EVENT WILL COMPANY, ITS OFFICERS, DIRECTORS OR EMPLOYEES OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY DIRECT DAMAGES, INDIRECT DAMAGES, LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF PUBLISHER OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF PUBLISHER’S REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.  IN ADDITION, COMPANY DISCLAIMS ALL LIABILITY OF ANY KIND FOR ACTIONS OF COMPANY’S AFFILIATES, SERVICE PROVIDERS, OR AGENTS.

ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. 

13. TERMINATION/SUSPENSION

13.1 For Convenience

These Terms and/or Publisher’s access to the Services may be terminated for convenience upon written notice to the other party as indicated in Section 15.6 (Notice):

1. by the Publisher at any time by: (i) clicking the cancellation link on the Web Site, (ii) by revoking the billing agreement on its online payment system; or (iii) by means agreed upon between the Publisher and the Company;
2. by Company upon decision to end provision of any portion or subset of the Services and/or close any portion or subset of the Platform;
3. by Company at any stage and for any reason; or
4. immediately by either party, if proceedings are initiated for the other party’s liquidation or insolvency or a negotiated settlement with the other party’s creditors is concluded or an assignment is made on behalf of the other party for the benefit of creditors.

13.2 For Default

These Terms and/or Publisher’s access to the Services may be terminated for default upon written notice to the other party as indicated in Section 15.6 (Notice):

1. by either party in case of breach of these Terms by the other party, if the breach has not been cured within 30 days of receipt of a notice from the non-breaching party;
2. immediately by either party if the other party breaches its obligations, as applicable under Sections 5 (Publisher Responsibilities), 6  (Publisher Content/Sensitive Information), 7 (Fees), 9 (Intellectual Property Rights) or 11 (Indemnification); or
3. by Company with immediate effect if: (i) Publisher’s use of the Services is suspected, in Company’s sole discretion, of illegal activity, (ii) requests made by law enforcement, judicial order or other government agencies for such termination, or (iii) if Publisher’s use of the Services endangers the property of others, the Web Site or the Platform.
   

13.3  Suspension

In addition to any other suspension rights set forth in these Terms, Company has the right to suspend access to all or any part of the Service, Platform or an Account, including removing Publisher Content, at any time, and for any period of time, for: (i) violation or suspected violation of these Terms, (ii) legal or judicial obligations (iii) bandwidth usage by Publisher or its Users of the Service or functionality to be significantly excessive in relation to other Service users, or to protect the integrity, operability, and security of the Service, effective immediately, with or without notice. Unless prohibited by law or legal process or to prevent imminent harm to the Service or any third party, Company will make efforts to provide notice in the form of an email upon or after such suspension. For any such suspension, Company shall make the sole determination as to any credit or refund of prepaid Fees by the Publisher, if any.

13.4 Effect of Suspension, Termination or Expiration 

No refund of any pre-paid Fees shall occur upon any suspension or termination of these Terms, an Order Form or Plan Term.  In addition, upon any suspension or  termination of a Plan Term, Publisher shall be liable for any Fees owed for the remainder of the Plan Term.

In a case where Publisher is found to have delinquent or overdue payments due to Company, Company can deduct those payments from Publisher revenue generated on the Platform.

Upon termination or expiration of these Terms and/or Publisher’s access to the Services for any reason whatsoever:

1. Company shall deactivate and permanently delete the Account and all Publisher Content in the Services within 30 days of the effective date of termination or expiration of these Terms and/or Publisher’s access to the Services. If the Publisher has specifically requested for an earlier deletion of the Account and all Publisher Content, Company shall fulfill such request within 30 days of its receipt of such request.

2. Publisher must:

• stop using and prevent the further usage of the Services and/or the Platform;
• pay any amounts owed to Company under these Terms; and
• discharge any liability incurred by the Publisher under these Terms prior to the termination or expiration.
• be responsible for following Offboarding protocols as communicated, including canceling Subscriber payments and subscriptions both within the Platform and within Marketplaces

3. Except as otherwise set forth herein, in no event shall Publisher receive a refund of any Fees prepaid hereunder.

4. The following provisions shall survive the termination of these Terms: Sections 1, 2, 4-7, 9-12, 14 and 15.

14. GOVERNING LAW & JURISDICTION/ARBITRATION

14.1 Governing Law & Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware applicable therein, without regard to conflict of laws. Publisher irrevocably consents to the exclusive jurisdiction of the courts located in the State of Maryland in connection with any action arising out of or related to these Terms or their subject matter. Publisher waives any objection based on the lack of personal jurisdiction, place of residence, improper venue or forum non-convenience in any such action.

Use of the Services is not authorized in any jurisdiction that does not give effect to all provisions of these Terms, including without limitation, this section. Notwithstanding the foregoing, Publisher and Company agree that nothing herein shall be deemed to waive, preclude, or otherwise limit either party’s right to (i) pursue enforcement actions through applicable federal, state, or local agencies where such actions are available, (ii) seek injunctive relief in a court of law, or (iii) to file suit in a court of law to address intellectual property infringement claims.

14.2 Arbitration

In the event of a dispute, controversy or claim arising out of or in relation to these Terms, including but not limited to the formation, validity, breach or termination thereof, the parties shall attempt to solve the matter amicably in mutual negotiations. In the event a mutually acceptable resolution cannot be reached within a reasonable time, either party will be entitled to seek all available remedies, including legal remedies subject to the terms set forth in this section. Should an amicable settlement between parties not be possible, the dispute shall be finally solved by arbitration as designated herein subject to the terms of this section. The United Nations Convention on Contracts for the International Sale of Goods (Vienna Convention of 1980) shall not be applied to these Terms. Any questions relating to these Terms which are not expressly or implicitly settled by the provisions contained in these Terms shall be governed by and construed in accordance with the following:

USA/Canada/Mexico: If you are domiciled in the United States, Canada or Mexico, any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in the State of Maryland using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS. The prevailing party in the arbitration shall be entitled to receive reimbursement of its reasonable expenses (including reasonable attorneys’ fees, expert witness fees and all other expenses) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction or application may be made to such court for judicial acceptance of any award and an order of enforcement, as the case may be. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator. For all purposes of these Terms, the parties consent to (a) exclusive jurisdiction and venue in the United States Federal Courts located in the Montgomery County, State of Maryland and (b) the laws of the State of Maryland as the governing law, without giving effect to any principles of conflicts of law. The parties each agree that it shall bring any dispute against the other in its respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. In addition, the parties each agree that disputes shall be arbitrated only on an individual basis and not in a class, consolidated or representative action. The arbitrator does not have the power to vary these provisions.

Rest of World: If you are domiciled outside of the United States, Canada or Mexico, all disputes arising out of or in connection with the Terms, including any question regarding its existence, validity or termination, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce (the “Arbitration Rules”) by one arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, appointed in accordance with the Arbitration Rules. The place of the arbitration shall be London, England. The language of the arbitration shall be English. The arbitration shall be commenced by a request for arbitration by either party, delivered to the other party and shall set out the nature of the claim(s) and the relief requested. Except as otherwise specifically limited in these Terms, the arbitral tribunal shall have the power to grant any remedy or relief that it deems appropriate, whether provisional or final, including but not limited to conservatory relief and injunctive relief, and any such measures ordered by the arbitral tribunal shall, to the extent permitted by applicable law, be deemed to be a final award on the subject matter of the measures and shall be enforceable as such. Each party retains the right to apply to any court of competent jurisdiction for interim and/or conservatory measures, including pre-arbitral attachments or injunctions, and any such request shall not be deemed incompatible with the agreement to arbitrate or a waiver of the right to arbitrate. The existence and content of the arbitral proceedings and any rulings or awards shall be kept confidential by the parties and members of the arbitral tribunal except (i) to the extent that disclosure may be required of a party to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority, (ii) with the consent of all parties, (iii) where needed for the preparation or presentation of a claim or defense in this arbitration, (iv) where such information is already in the public domain other than as a result of a breach of this clause, or (v) by order of the arbitral tribunal upon application of a party. The arbitral tribunal may include in its award an allocation to any party of such costs and expenses, including lawyers’ fees, as the arbitral tribunal shall deem reasonable. Any award of the arbitral tribunal shall be final and binding on the parties. For all purposes of these Terms, the parties consent to (a) exclusive jurisdiction and venue in England and (b) the laws of England as the governing law, without giving effect to any principles of conflicts of law.

15. GENERAL

15.1 Relationship of the Parties

The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between Publisher and Company, and Publisher shall not represent to the contrary, whether expressly, by implication, appearance or otherwise. These Terms are not for the benefit of any third parties.

15.2 Severability

If any term, condition or provision of these Terms is held to be invalid, unenforceable or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

15.3 Entire Agreement

These Terms and any Order Form are the entire agreement between Publisher and Company regarding Publisher’s use of the Services, Company Materials and the Platform and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein or an Order Form, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

15.4 Assignment

Publisher may not, directly or indirectly, in whole or in part, by operation of law or otherwise, assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without Company’s prior written consent. Any attempted assignment, transfer or delegation without such prior written consent will be void and unenforceable. Company may freely assign or transfer these Terms or delegate any of its rights and/or obligations under these Terms without restriction.

15.5 No Waiver

Failure of either party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.

15.6 Notices

Except as otherwise specified in the Terms, all notices related to the Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim, which shall clearly be identifiable as “Legal Notices”, the day of sending by email. Billing-related notices to Publisher will be addressed to the relevant billing contact or Administrator designated by Publisher. All other notices to Publisher will be addressed to the relevant Administrator designated by Publisher.

15.7 Force Majeure

Except for payment obligations of amounts due under these Terms, each party will be excused from performance of its obligations under these Terms to the extent that performance is rendered impossible by an event or circumstance beyond that party’s reasonable control, such as earthquake, fire, flood, governmental action, pandemic, worldwide illness, epidemic, outbreak, quarantine, or labor disruptions, provided that such party gives prompt written notice thereof to the other party. Any failure occasioned by the foregoing shall be remedied as soon as reasonably possible.

15.7 References

Publisher grants to Company the right to use Publisher’s name as a customer of Company as well as any of Publisher’s public videos or images on Company’s website and social media channels.