1. Introduction

These Publisher Terms of Service (the "Terms") govern your use of the services provided by Uscreen.TV, LLC ("Company," "we," or "us") through the Uscreen video streaming platform. These Terms form a binding agreement between Company and you, the individual or entity accessing the Services (the "Publisher," "you," or "your").

1.1 Acceptance of Terms

By starting a Free Trial, signing an Agreement, or otherwise accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms, including any documents incorporated by reference. If you are entering into these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not agree to these Terms, you may not access or use the Services.

These Terms incorporate by reference the Company’s Privacy Policy, Content Restrictions, and any Agreement executed between you and Company.

Company may update these Terms from time to time. Continued use of the Services after any such update constitutes acceptance of the revised Terms.

2. 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. 

"Agreement" means any mutually agreed upon Agreement, service agreement, or electronic subscription process completed by Publisher and accepted by Company, which sets forth the Services purchased, applicable Plan, Fees, and any supplemental terms.

“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 mobile, watch or TV Apps, such as Google Play or Apple App Store, etc.

"Apps" means any software application provided or controlled by Company for use on mobile devices, tablets, smart TVs, streaming devices, or web browsers, including white-labeled or Publisher-branded applications.

“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 or information made available by Company through the Services, including articles, documentation, media, presentations, and platform interface elements, but excluding Publisher Content.

“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.

“Customer Success Manager” means the designated Company representative assigned to assist the Publisher with onboarding, account management, and ongoing support, including matters related to Plan changes or cancellations.

“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” or “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.

“Agreement” 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 or within an Agreement, 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 or otherwise inserted into the Platform by the Publisher and for which Company is a “processor.” 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 Agreement.

“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” or any other similar term 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, any active Agreements, 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 content (including video, images, PHP and HTML files) made available via www.uscreen.tv, its subdomains, or other domains owned or operated by the Company. For clarity, the Web Site is part of the Services and is distinct from the Company’s Apps, which include client-side applications accessed through web browsers, mobile devices, smart TVs, and streaming devices.

3. Modification to Terms

Company may update or modify these Terms at any time, in its sole discretion. Any such modifications will be effective immediately upon posting the revised Terms on the Web Site, unless otherwise specified. The “Last Updated” date at the top of these Terms reflects the effective date. Your continued access to or use of the Services after any modifications constitutes your binding acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Services.

4. Company Services

4.1 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, provided that such personalization does not misrepresent the identity of the Publisher, mimic the Company’s branding, or otherwise mislead Subscribers as to the source or provider of the Services.

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

4.2 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.

4.3 Credentials

Publisher is responsible for maintaining the confidentiality of all Credentials and is solely responsible for all activity conducted using those Credentials, whether by Publisher, its Users, or its Subscribers. As it relates to Subscriber access, Publisher is also responsible for ensuring that the Subscribers use their Credentials in compliance with these Terms. Company reserves the right to suspend or terminate any Credentials that Company solely determines may have been used by an unauthorized third party or in an unauthorized manner.

4.4 Changing Plans

In the event Publisher wants to upgrade or downgrade a current Plan, Publisher should reach out directly to Company via email or in-app support to address any such change. For Plan cancellation terms, please refer to Section 14.5 (Plan Cancellation).

4.5 Administration of Publisher’s Account

Publisher acknowledges that it retains control over 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. Publisher is responsible for any Administrator actions taken in the Account.

4.6 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. Company may refuse access if verification is insufficient or not provided.

4.7 Technical Support 

Company shall provide technical support for native Platform features and any supported Apps. While Company may make efforts to provide same-day responses, response times are not guaranteed, and no service level agreement (SLA) is implied unless otherwise stated in writing.

Publisher is solely responsible for any custom coding, modifications, or third-party integrations implemented by itself, its Affiliates, or contractors. Company does not provide assistance or support for any such customizations and disclaims liability for any issues that may arise as a result of such customizations. Furthermore, please be aware that Company regularly updates and enhances the Platform to improve performance, security, and features and any such updates may impact customizations 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.

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. 

4.8 Free Trial

A new Publisher may sign up for a Free Trial of the Services directly via the Web Site. The standard Free Trial period is fourteen (14) days, unless a longer duration is expressly granted in writing by the Company. Access to any Free Trial is subject to Publisher’s acceptance of these Terms of Service. Each Publisher is limited to one (1) Free Trial, unless otherwise approved in writing by the Company.

Upon expiration of the Free Trial period, Publisher may upgrade to a paid Plan through the Platform or by contacting the Company.

The Company reserves the right to terminate, suspend, or modify the terms of any Free Trial at any time, with or without cause, and without notice or liability. If Publisher upgrades to a paid Plan following a Free Trial, the upgrade will be considered a confirmed purchase. Publisher must upgrade before the Free Trial expires to avoid disruption. No refunds will be issued, and Publisher must follow the cancellation procedures outlined in Section 14.5 (Plan Cancellation) to avoid future charges.

4.9 Platform Apps & Non-Company Apps

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 Apps between Publisher and the provider of those non-Company Apps and 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. This also applies to any non-Company Apps procured or integrated by Publisher, its Affiliates, or contractors acting under its direct control. 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 App or 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 App ceases to make the non-Company App available for interoperation with the corresponding features or functionality in a manner acceptable to Company.

4.10 Video-On-Demand & Live Streaming

All videos for on-demand and live streaming are provided by third party CDNs, subject to change, and 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.

4.11 Geographic Restrictions

Company does not guarantee the availability of the Services or the delivery of content in any specific geographic location and expressly disclaims any obligation to make the Services available in every region. Company reserves the right to restrict or disable access to the Services, or any portion thereof, in any country or region at its sole discretion, including but not limited to jurisdictions subject to trade sanctions, embargoes, or other restrictions imposed by the United States government.

Publisher shall not use, or permit access to, the Services in any country or territory that is itself the subject of U.S. trade sanctions or export control laws or other similar restrictions, including without limitation Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, and any other territory designated by the U.S. Department of Treasury’s Office of Foreign Assets Control (OFAC). Publisher is responsible for implementing any geo-blocking, filtering, or access controls necessary to ensure compliance with these restrictions.

Company may immediately suspend or terminate Publisher’s access to the Services for any violation of this section, without liability.

5. Company Responsibilities

5.1. Provision of 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, excluding (i) planned downtime (with reasonable advance electronic notice), and (ii) Downtime caused by circumstances beyond Company’s reasonable control as described in Section 15.7 (Force Majeure). 

5.2. 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 are 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.

5.3  Migrations

For any migrations to the Platform, Company is not liable for any errors, data loss, revenue loss, canceled Subscribers, or other consequences arising during or after migration. By engaging the Platform for any migration services, Publisher assumes all risk associated and shall not hold Company liable in any form.

6. Publisher Responsibilities

6.1 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, violate any applicable law or regulation,or entice or invite others to do so;
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.

6.2 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 make the Services available, in whole or in part, to or on behalf of any third party, except to the Publisher’s Affiliates or contractors acting under its direct supervision and solely for its internal business purposes;
2. use the Services, or any part or element thereof, in a manner or for purposes other than those for which their functionality was intended.

6.3 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) does not and will not 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.

6.4   Publisher Contact Information and Company Attribution

On the public site of its Platform, Publisher shall be required to clearly post accurate contact information (including, but not limited to, telephone numbers, email addresses, etc.) to allow Subscribers to contact Publisher regarding refunds, account issues, or other inquiries. 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 Company, may be allowed to remove some of this branding, depending on the Service package that is purchased. Publisher shall not otherwise remove, obscure, alter, or obfuscate any Uscreen branding without the Company’s prior written consent. 

6.5 Compliance with Laws

Each party shall comply with all applicable laws, rules, and regulations in connection with its performance under these Terms, including but not limited to laws relating to privacy, data protection, content, and intellectual property. Company shall comply with all applicable U.S. laws, including the Digital Millennium Copyright Act and the Controlling the Assault of Non-Solicited Pornography and Marketing (CAN-SPAM) Act of 2003. Publisher acknowledges that Company reserves the right to suspend the Services or remove any Publisher Content from the Platform upon receipt of a compliant takedown notice, including any judicial orders or government notices. 

Publisher shall also comply with applicable privacy, consumer protection, and intellectual property laws in all jurisdictions where it offers Publisher Content.

6.6 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. This obligation shall survive termination of these Terms.

6.7  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 Agreement. 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 to Company before any such OTT app is deleted or removed from the relevant App Marketplace, except where removal is required by law or platform policy.

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.

7. Publisher Content and Sensitive Information 

7.1 Publisher Rights to 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 it 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.

7.2 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 it, its Affiliates, and any contractors acting under its direct control, as well as all Users associated with the Account, do not upload or transmit Publisher Content that violates the requirements below:

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, applicable laws, or the rights of Company, other clients or users of Services, or any other persons or organizations; 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/; 
2. 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; 
3. The mobile App of the Services will remain in compliance with the content terms of the applicable App Marketplace; and
4. 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.

7.3 No Liability by Company of Publisher Content

Company does not guarantee the accuracy, quality, or legality of any information contained in Publisher Content. Publisher acknowledges that all Publisher Content is the sole responsibility of the Publisher or the individual from whom such content originated.

Publisher agrees that it, and not Company, is entirely responsible for all Publisher Content uploaded, posted, transmitted, or otherwise made available through the Services, and for any consequences arising therefrom — including any remedial actions taken by Company or third parties.

Publisher Responsibility for Backups: Company has no obligation to back up any Publisher Content on the Platform. Maintaining appropriate backups is solely the responsibility of the Publisher.

7.4 Sensitive Information and Unlawful Publisher Content

Publisher will not use the Service in any way to collect, process, or manage (a) any Sensitive Information or (b) Publisher Content that is unlawful 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, has reason to believe – in its sole discretion – that Publisher is using the Services to process Sensitive Information or unlawful or the action of its processing is unlawful in nature, Company may take any of the following actions: 

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 lawful and permissible, Company may, at its sole discretion, restore such content to the Services.

No Sensitive Information: Publisher acknowledges that the Services are not designed to collect, process or manage Sensitive Information. 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.

7.5 Company Rights to Publisher Content

Company may use Publisher Content in an aggregated or anonymized format for research, educational, analytical, and other similar internal purposes.

Publisher expressly grants Company the right to use and analyze aggregate system activity data associated with Publisher’s and Users’use  of the Services 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.

7.6 Compelled Disclosures

Company may disclose Publisher Content or Publisher's confidential information to the extent compelled by law, regulation, subpoena, or court order to do so. Where legally permitted, Company will make commercially reasonable efforts to notify Publisher in advance of such disclosure.

If Publisher wishes to contest the disclosure, Publisher must do so at its own expense and its own legal counsel. 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.

​​7.7 License from Publisher to Company

Publisher hereby grants Company a non-exclusive, worldwide, royalty-free, sublicensable license to host, reproduce, display, distribute, and otherwise use Publisher Content solely as necessary to provide the Services to Publisher under these Terms.

8. Fees

8.1 Free Trial

A Publisher is entitled to one (1) Free Trial of the Services, during which the Publisher may use the Services without paying any Fees, subject to the terms of Section 4.8 (Free Trial). Free Trials are non-renewable, and Publishers are not permitted to register for or access multiple Free Trials through different Accounts, identities, email addresses, or other means intended to circumvent this limitation.

8.2 Paid Plans & Rates

Outside of any Free Trial period, Publisher’s use of the Services is subject to payment of Fees based on the Company’s then-current rates, unless otherwise agreed in writing between the Publisher and the Company (e.g., as set forth in an applicable Agreement). Different Fees apply to different Plans.

Company reserves the right to modify the Fees for any Plan at its reasonable discretion at any time after the commencement of the Plan Term, provided that any such modifications will not take effect until the expiration or renewal of the then-current Plan Term.

8.3. Renewal and Cancellation

Publishers may elect to not renew their Plan Term at any time, provided they must give written notice at least thirty (30) days prior to the Renewal Date to order avoid billing for the next Plan Term. Unless a Plan has been terminated, canceled or not renewed in accordance with these Terms or an Agreement, Publisher authorizes Company to automatically charge Publisher the then-current Fees on or after the Renewal Date for a renewed Plan Term.  

8.4 Refund Policy

EXCEPT AS OTHERWISE SET FORTH HEREIN, ALL FEES ARE NON-REFUNDABLE. For purposes of clarity, there are no refunds or credits for any unused or partially used Account access, including if the Publisher deactivates the Account or terminates these Terms during a billing period, or when Account is terminated or suspended by Company in accordance with Section 14.

For purposes of clarity, to the extent an OTT app is not accepted, published, or made available in an App Marketplace within the anticipated timeline, there are no refunds or credits associated.

8.5 Overbilling and Transaction Fees

In the event of any inadvertent overbilling by Company due to a technical error or system malfunction that results in accidental duplicate or excess charges to Publisher’s end users (Subscribers), Company shall only be liable to reimburse Publisher for up to one hundred dollars ($100 USD) in third-party transaction fees incurred by Publisher in connection with issuing Subscriber refunds, unless otherwise agreed to in writing by Company.

Company shall not be responsible for refunding Subscribers directly. Publisher is solely responsible for managing Subscriber refunds and communications.

8.6 Taxes

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.

8.7. Non-Payment and Account Suspension

In the event the Publisher does not pay all Fees due within seven (7) days of invoice or due date, Company shall have the right to suspend and/or terminate all access to the Publisher Account until all payments are current. Company has the right to permanently delete the Account, including all associated data and Publisher Content, if no valid payment method is provided within ninety (90) days of suspension due to non-payment.

In the event of Account Suspension, Publisher remains responsible for any fees incurred during the suspension period. A suspension is not equivalent to a paused subscription or a cancellation.

8.8 Upgrading After Free Trial

If a Publisher upgrades to a paid Plan via the Platform following the expiration of a Free Trial, such upgrade shall be deemed a binding purchase of the selected Plan. No refunds will be provided for such purchases, and Publisher must follow the cancellation procedures outlined in Section 14.5 (Plan Cancellation) to avoid future charges. Company will not honor refund requests made instead of following proper cancellation procedures.

8.9 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 validity and available funds. 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 Agreement, and authorizes Company to charge all Fees to such card account or appropriate online payment system. Publisher authorizes Company to charge all Fees to the payment method on file and agrees to maintain valid, up-to-date payment information. 

Publisher agrees that Company is able to charge all credit cards uploaded to Uscreen platform for payments. If the Default payment method fails, Company reserves the right to charge any other stored payment methods that have been uploaded to the Platform. Publisher may request to remove a card from file by contacting Technical Support, but may not retroactively remove any charges to any cards or dispute charges properly applied prior to such removal.

If pre-authorization is not sought, Company will issue 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.

8.10 Late Payment Charges

Company reserves the right to suspend access to the Services if payment is not received within seven (7) days of the due date, in addition to charging interest on any overdue amount. The interest rate for late payment due shall be 1% per month or, to the extent the maximum interest rate allowed by local law is less than 1%, the maximum interest rate allowed by local law.

8.11  Company Payment Gateway and Subscriber Fee Disputes

If the Publisher utilizes the Services to charge Subscribers for access to the Publisher Content, the Publisher must maintain a dispute rate below one percent (1%) of total of Subscriber transactions, as determined by the Company. A “dispute” includes any chargeback, contested transaction, or payment reversal initiated by the Subscriber. In the event such dispute rate reaches 1% or higher, the Company may suspend Publisher’s right to charge Subscribers fees. Company shall not be liable for any losses or disruptions 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.

8.12 Right to Offset

To the extent permitted by applicable law, Company may offset any amounts it owes to Publisher under these Terms against any amounts Publisher owes to Company under these Terms or any other agreement between the parties.

9. Privacy

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

10. Intellectual Property Rights

10.1 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.

10.2 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.

10.3 License from Company to Publisher

Company grants Publisher a limited, non-exclusive, non-transferable, non-sublicensable license to use Company’s name, logo, trademarks, and brand elements (“Company Marks”) solely for the purpose of identifying the Services, in accordance with any usage guidelines provided by Company. Publisher shall not alter, modify, or obscure any Company Marks or use them in a manner that could harm Company’s reputation or goodwill. Company may revoke this license at any time upon written notice.

11. 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.

COMPANY DISCLAIMS ANY LIABILITY FOR THE LOSS, DELETION, CORRUPTION, OR FAILURE TO STORE ANY DATA, INCLUDING PUBLISHER CONTENT. PUBLISHER IS SOLELY RESPONSIBLE FOR MAINTAINING APPROPRIATE BACKUPS OF ALL CONTENT AND DATA UPLOADED TO OR PROCESSED THROUGH THE SERVICES.

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.

12. 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 sole discretion, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Publisher. In such event, Publisher agrees to cooperate with Company’s defense of such claims and to reimburse Company for all reasonable costs and expenses (including attorneys’ fees) incurred in connection with such defense.

13. Limitation of Liability

13.1 No Liability

To the fullest extent permitted by law, Company shall have no liability to Publisher or any User for any consequences, damages, or losses resulting from any of the following actions or circumstances.

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 and consents to use the Publisher Content; or
6. abide by any of the restrictions described in these Terms.

In no event shall Company be liable to Publisher or any User for any consequences, damages, or losses resulting from any of the foregoing.

13.2 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.

IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY TO PUBLISHER UNDER THESE TERMS EXCEED THE TOTAL AMOUNT OF FEES PAID BY PUBLISHER TO COMPANY IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14. Termination and Suspension

14.1 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 16.6 (Notices):

1. by the Publisher at any time by: (i) clicking the cancellation link on the Web Site; or (ii) 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.

14.2 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 16.6 (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 6 (Publisher Responsibilities), 7 (Publisher Content and Sensitive Information), 8 (Fees), 10 (Intellectual Property Rights) or 12 (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.

14.3  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.

14.4 Effect of Suspension, Termination or Expiration 

No refund of any pre-paid Fees shall occur upon any suspension or termination of these Terms, an Agreement 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 thirty (30) days of the effective date of termination or expiration of these Terms and/or Publisher’s access to the Services. 
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, including canceling Subscriber payments and subscriptions both within the Platform and within App Marketplaces
3. Except as otherwise set forth herein, in no event shall Publisher receive a refund of any Fees prepaid hereunder.
4. All provisions shall survive the termination of these Terms.

14.5 Plan Cancellation

Publisher may cancel its Plan in accordance with the Terms below:

(a) Dashboard Cancellation: Publisher may navigate to the Billing tab in its Account dashboard to initiate a cancellation request. Some Publishers may have the ability to cancel their Plan directly within the dashboard.

(b) Customer Success Manager: For Publishers whose Plans require manual cancellation, as set forth in their applicable Agreement, cancellation must be submitted in writing via email to their assigned Customer Success Manager.

In all cases, Publisher must provide a minimum of thirty (30) days’ written notice prior to the Renewal Date to avoid being charged for the next Plan Term. Cancellation will be deemed effective only upon written confirmation from Company or completion of the dashboard cancellation process. Publisher remains responsible for all Fees due through the end of the current Plan Term unless otherwise agreed in writing by Company.

15. Governing Law and Jurisdiction / Arbitration 

15.1 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.

15.2 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.

16. General

16.1 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.

16.2 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 affect the intent of the parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.

16.3 Entire Agreement

These Terms and any Agreement 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 Agreement, 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.

16.4 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.

16.5 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.

16.6 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(s) designated by Publisher.

16.7 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.

16.8 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.

16.9 Change of Control

Company may assign or transfer these Terms, or any of its rights or obligations under them, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without notice to or consent from Publisher. These Terms shall be binding upon and inure to the benefit of the parties and their permitted successors and assigns.

16.10 Changes to Terms

Company may modify these Terms at any time by posting the updated version on the Web Site. The “Last Updated” date at the top of these Terms reflects the effective date. Continued use of the Services after any update constitutes acceptance of the revised Terms.