TERMS OF SERVICE

Welcome to TVU Networks (“TVU”)!  We invite you to a whole world of products, services and solutions that empower you to create, produce and use live and recorded video for creating and presenting events in real time as they happen, and/or for later broadcast.

PLEASE REVIEW THIS DOCUMENT CAREFULLY.  Your access to TVU Networks’ website (“Website”) and your use of any of our video products and equipment, solutions and services (collectively, the “TVU Solutions”) are governed at all times by these Terms of Service (“Terms”).  Certain TVU Solutions are subject to additional terms and conditions, as well as these Terms.   By using any of the following TVU Solutions, you agree to the additional referenced terms and conditions that apply to that product and/or service:

TVU MediaSource: accessible via TVU Search: Accessing, downloading or using video clips and other material provided by news agencies and other content providers.

https://www.tvunetworks.com/company-content-license-agreement  

TVU Partyline:  cloud-based videoconferencing service for live production and collaboration.

https://www.tvunetworks.com/partyline-termsofservice  

TVU Anywhere SDK License:  a Software Development Kit (SDK) enabling TVU Anywhere live-streaming service to be integrated into mobile apps. 

https://www.tvunetworks.com/tvu-developer/

TVU Hardware:  individually signed agreements are required for the purchase, lease or loan of TVU physical products (telecommunications equipment for video capture, program production and live-streamed or delayed broadcast)  

By creating an account with TVU and/or using any TVU Solution, you are entering into this legally binding user agreement with TVU on behalf of yourself and/or the entity you represent.  These Terms take effect immediately when you create a TVU account, and they continue in effect every time you access the Website or use any TVU Solution.  . You may decline to accept the Terms, but if you do so, you will not be able to open an account with TVU or use any TVU Solution. 

We may change these Terms at any time and will post a notice of such changes on the Website or will email you notice of such changes.  

The terms “you” and “your” refer to you personally (if you are an individual) or to the entity you represent;   and the terms “we”  “our” and “TVU” refer to TVU Networks Corporation and its related companies.   The term “person” may refer either to an individual or an entity, as applicable.

2.1 Products, namely hardware equipment with embedded software and/or firmware, currently including but not limited to TVU Grid, TVU G-Link, TVU One, TVU Router, TVU Server, TVU MLink, and TVU Nano;  

2.2 Cloud-based Software Services, for use with your own laptop or mobile device, currently including but not limited to TVU Partyline, TVU Anywhere, TVU Producer, TVU Talkshow, TVU Remote Commentator, TVU Remote Production, TVU Search, TVU MediaMind, TVU Timelock, TVU Replay, TVU Channel and TVU Channel Plus, TVU RPS One and TVU Command Center; and  

2.3 Database, namely media clips and videos from many content providers, currently including but not limited to TVU MediaSource.  For TVU MediaSource, additional TVU MediaSource Terms and Conditions apply:. https://www.tvunetworks.com/company-content-license-agreementThe above products and services are referred to collectively as “TVU Solutions”.   TVU may in the future develop and make available new and enhanced hardware products, cloud-based software, or database services – all of which will be categorized as TVU Solutions and subject to these Terms.  Any of the above-listed TVU Solutions may be renamed, modified or discontinued, at TVU’s discretion.

You must create an account in order to use most TVU Solutions.  To open an account, whether from the Website or using one of the linked social platforms, you may need to provide a current, valid e-mail address, your street address, your contact phone number(s), and a valid form of payment.  The information you provide must be accurate, and you agree to update it promptly if any of it changes. We reserve the right to cancel any unconfirmed account or an account that has been inactive for a lengthy period of time, or if we find you have submitted inaccurate information, or if we determine that your account may be compromised or used for fraudulent purposes. You may not open more than one TVU account. You may not transfer your TVU account or your account login/password to any other person.

You agree to create a strong and unique password for your TVU account and to (a) keep it confidential, (b) not to allow anyone else to use it, (c) safeguard it and your computer(s) and mobile device(s) from access by others, and (d) log out when your session is complete. You are responsible for any use of your TVU  account, regardless of whether such use is by you, authorized by you, or made by your staff or a third party.  If you become aware of or suspect any unauthorized use of your TVU account, or any known or suspected security breach such as disclosure or loss of your password or theft of your TVU account information, you should notify us promptly. We will promptly block or deactivate your account, and, depending on the circumstances of the security breach, we may allow you to open a new account.

You may not use the Website or any TVU Solution for any unlawful purpose. We reserve the right to terminate or restrict your access to your TVU account and your use of TVU Solutions if, in our opinion, your use may violate any laws, infringe upon another person’s rights, or breach the terms of this Agreement.  You may not offer for sale, resell, market, distribute, create a database from, or otherwise commercially exploit in any manner any of the content on the Website or any TVU Solution.

6.1 Physical Products.  You may purchase or rent Physical Products (hardware equipment) from TVU directly, or from one of our authorized reseller partners.  You can submit a purchase request or a rental request via our website https://www.tvunetworks.com/products, and a TVU sales representative will get in touch with you.  

6.2  Software Services.  TVU Solutions that do not involve Physical Products consist of cloud-based Software Services, which are available on a renewable subscription basis, or a one-off basis, or (in some cases) on a free trial basis.  Some Software Services can be downloaded from our website, or you can subscribe or (in some cases) try out these services by submitting a request via the Website (https://www.tvunetworks.com/products) in the same way as for a purchase of TVU Physical Products.  Some Software Services require you to download an App onto your computer or mobile device in order to access the service.

6.3.  Subject to these Terms.  Your acquisition and use of any TVU Solution is governed by these Terms, as well as any other terms applicable to the specific Physical Product or Software Service.

7.1  The Terms “Intellectual Property”, “Intellectual Property Rights” and/or “IP Rights” mean  rights associated with intangible (non-physical) property that are protected under various Intellectual Property laws anywhere in the world, whether registered or unregistered, including patents, patent applications, copyrights, trade secrets, trademarks, service marks, logos, domain names, business and trade names, business methods and processes, know-how, trade secrets, industrial design, database rights, inventions, works of authorship, and moral rights.  

7.2  IP Rights to the TVU Website.  The Website, including its content (text, illustrations, photographs, videos) on all web pages and user interfaces, and the “look and feel” of the Website, is and will remain solely the Intellectual Property of TVU, which is protected by US and international  copyright laws.  

7.2.1  Your use of the Website.  You may print out or electronically store any or all parts or pages of the Website solely for your personal use or reference.  However, you may NOT: 

• copy, reverse engineer, decompile or create derivative works from the Website;
• scrape, frame or display information from the Website for use in another website or service without our prior written consent;
• use TVU’s name or logo or the name of any TVU Solution in any website, app or other material you may create unless we give our prior written consent;
• use TVU’s name in any keywords, meta tags or other “hidden text” in any website or app unless we give our prior written consent; or
• place a link to the Website on your website or app without our written consent, and if we do consent, we will specify the manner in which the link is displayed.

7.2.2  Non-Infringement.  We respect the Intellectual Property Rights of others, and we make efforts not to publish any material on the Website that is subject to any third-party copyright, trademark, or other Intellectual Property protections. If you believe in good faith that your work has been reproduced or is accessible on the Website in a way that constitutes copyright infringement, please provide our designated agent (the TVU Marketing Department, marketing@tvunetworks.com), with the following information as required by US law [17 U.S.C. § 512(c)(3)]:

• identification of the copyrighted work or a representative list of copyrighted works that you believe have been infringed;
• identification of the allegedly infringing material and information reasonably sufficient to permit us to locate the material;
• your name, address and daytime telephone number, and an e-mail address if available, so that we may contact you as necessary;
• a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• a statement that the information in the notification is accurate, and under penalty of perjury, that you are the owner or an authorized representative of the owner of the right that is allegedly infringed; and
• your physical or electronic signature.

Upon receipt of a notice of claimed infringement that complies with the above requirements, we will investigate and, if an infringement is confirmed, will promptly (a) remove or disable access to the allegedly infringing content; (b) modify the material so that it is non-infringing;  or (c) seek consent or a license to use it.

7.3  IP Rights in TVU Solutions.    The TVU Solutions are protected by the patent, copyright and trade secret laws of the United States and other countries.  All IP Rights in and to the TVU Solutions (including hardware equipment, software, firmware, algorithms, designs, communications interfaces, and documentation) are and will remain solely owned by TVU, except for components or features that are owned by third parties and supplied to TVU under license or by agreement.  

7.3.1  Your Rights to use TVU Solutions.  TVU Solutions are made available to you on a nonexclusive, limited and revocable basis.  Your rights in and to the TVU Solutions consist solely of:

• A right to use the cloud-based Software Services that you subscribe to for as long as your subscription remains active and paid up;  
• A license to use any TVU Software App that you download to your own device for the purpose of accessing and interfacing with any TVU Software Service; 
• Ownership (title) of any Physical Product (hardware equipment) that you have purchased, paid for in full;
• A right to use any Physical Product (hardware equipment) that you obtain on a lease, loan, or trial basis from us, for the agreed period of the lease, loan or trial;
• A license to use the embedded software and firmware components of any Physical Product (hardware equipment) that you purchase, lease or loan from us. 

The above rights are granted subject to your compliance with these Terms and with any other terms in any additional agreement that governs the purchase, license, lease, trial or use of the particular TVU Solution.

7.3.2  Prohibited Uses.  You may not remove any copyright notice, trademark, or other proprietary rights notice from any TVU Solution.  You may not use any TVU Solution to create, reproduce, disseminate or broadcast any content that:

• infringes our Intellectual Property Rights or the Intellectual Property Rights of any third party;
• violates any individual’s third party’s right to privacy or publicity;
• is false, misleading, or deceptive;
• is libelous or defamatory;
• is obscene or pornographic;
• constitutes spam or advertises or distributes any unauthorized or illegal materials; 
• is abusive, hateful, or contains language or material intended to harass, intimidate, or incite violence;
• degrades others on the basis of gender, race, color, class, ethnicity, national origin or ancestry, citizenship, age, religion or creed, sexual preference, disability, or veteran status; or
• violates any applicable local, state, national, or international laws. 

7.3.3  No Reverse Engineering.  You may not directly or indirectly attempt to, or do, any of the following: 

• copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of any TVU Solution by any means unless allowed by any applicable law or expressly permitted under this Agreement; 
• attempt to reverse-compile, disassemble, reverse-engineer or otherwise reduce to human-perceivable form all or any part of any TVU Solution;  or
• access or use all or any part of any TVU Solution in order to develop a competing product or service.

7.3.4  Links to Third Party Content.  The TVU Solutions may contain links to third party content.  We do not control, endorse, sponsor, recommend, or otherwise accept responsibility for such content.  Use of any linked third-party content is at your own risk.  TVU makes use of APIs from certain third parties including YouTube and Google;  if you access the services of any of those third parties via a TVU API, you will need to comply with the third party’s terms of service, security settings and privacy policies.  

7.4  Your IP Rights.  You own and will continue to own all IP Rights in the video images and audio content that you create, record, store, broadcast and disseminate using the TVU Solutions (“User Content”).  TVU has no ownership or any other IP rights in your User Content except the rights to modify, store, broadcast, and distribute it as a necessary functional part of the TVU Solutions

8.1  Prohibited Actions.  You may not access or use, or attempt to access or use, the TVU Solutions to take any action or engage in any conduct that could harm us or any third party, or use the TVU Solutions in a manner that violates any laws. For example, and without limitation, you may not:

8.1.1  engage in unauthorized spidering, “scraping,” or harvesting of content or personal information, or use any other automated means to compile information;

8.1.2  take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure;

8.1.3  use any device, software, or routine to interfere or attempt to interfere with the proper working of the TVU Solutions or engage in any activity or attempt to probe, scan, test the vulnerability of, or breach the security of any system or network;

8.1.4  attempt to decipher, decompile, disassemble, reverse assemble, or reverse-engineer any of the hardware or software components of the TVU Solutions;

8.1.5  copy, reproduce, modify, create a derivative work from, sell, lease, sublicense, market, or commercially exploit any TVU Solution, or build a similar or competitive product or service;

8.1.6  attempt a denial-of-service attack or engage in any other conduct that restricts or inhibits any person from using TVU Solutions, or that, in our sole judgment, exposes us or any of our users, affiliates, or any other third party to any liability, damages, or detriment of any type; or

8.1.7   attempt to “hack” into the TVU Solutions or otherwise cause a data breach or privacy violation.

8.2  Prevention of Unauthorized Access.  You further agree to use all reasonable efforts to prevent unauthorized access to or use of any TVU Solution.  In the event you become aware of any such unauthorized access or use, you must promptly notify us by email to security@tvunetworks.com.  

8.3  Consequences of Security Violations, or Attempts.  In the event you engage in any conduct that does or may compromise the security of our systems or networks, we may suspend or terminate your access to the TVU Solutions without notice.

9.1.  Privacy Policy.  By choosing to use TVU Solutions, you consent to our processing of your personal information according to all applicable laws and regulations, in the manner described in our Privacy Policy, https://www.tvunetworks.com/company/privacy-notice.  

9.2  Use of Anonymized Performance Data.  We collect data about how you use this website and the TVU Solutions. We only use this data in anonymous, aggregated ways in order to provide, analyze, and improve our products and services.  We will not publicly associate any data we collect with individual users or disclose any personally identifiable performance data to third parties.

10.1  Warranties by You.  You represent and warrant as follows:

10.1.1   Authority to Contract.  You have the full right and authority to agree to these Terms on behalf of Yourself or the entity you represent.  If you are using the TVU Solutions as an individual, you represent that you are at least 18 years of age.  

10.1.2  Right to User Content.  You have obtained all rights, licenses, consents, permissions, power and/or authority necessary for you to create, display, broadcast and disseminate your Content via the TVU Solutions.  

10.1.3  Compliance with Terms and Conditions.  Your use of the TVU Solutions will comply in all respects with these Terms.

10.1.4  Compliance with Law.  You will use the TVU Solutions in compliance with all relevant  laws and regulations.

10.2 Warranties by TVU.  We represent and warrant as follows:

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

10.2.2  Warranty for Physical Products.  Any TVU Physical Product (hardware equipment or component thereof, including any embedded code or firmware required for such device to function on a stand-alone basis) will be free from defects of material and workmanship when used in compliance with the related documentation and under normal use for a period of one (1) year following delivery of the Product to you.  During the one (1) year warranty period, we will, at no charge and at our option, supply either (a) new or refurbished replacement parts for defective parts of the equipment, or (b) new or refurbished equipment to replace the defective equipment, or (c) updated software or firmware necessary for the Product to function correctly.   Technical support (upgrades/updates for embedded software and firmware and phone/email support) is included as part of this warranty.  When the warranty expires, extended support and warranty is available for purchase.

10.2.3  Cloud-based Software Services Warranty.    We endeavor to keep the cloud-based Software Services operational 24 hours a day, seven days a week, except for: (a) scheduled downtime to implement upgrades or updates and for maintenance purposes; (b) unavailability resulting from any Internet connectivity problems or outage; (c)  system or connectivity failure of any supplier that enables us to provide the TVU Solutions; (d) any act or omission by you that causes a connectivity problem; and (e) downtime due to a Force Majeure event (per section 17).  

10.2.4  Intellectual Property Warranty.  We own all right, title and interest in and  to the technology, methods and processes used in creating the TVU Solutions, except for items or components obtained from third parties and, as to those items or components, we have all necessary licenses and permissions to use them.  To the best of TVU’s knowledge, none of the TVU Solutions infringes any third party’s Intellectual Property Rights or violate any individual’s or group’s rights of privacy or publicity.

10.2.5  Malicious Content.  We use current industry-standard technology and precautions to exclude viruses, worms, “Trojan Horses,” bots, and other types of malicious software from the Website and from the software components of the TVU Solutions, but we cannot and do not guarantee the complete absence of such.  

10.2.6  Compliance with Law.  The TVU Solutions will be operated in compliance with all relevant  laws and regulations.

10.3  LIMITATION OF TVU WARRANTIES. APART FROM THE FOREGOING, THE TVU SOLUTIONS ARE PROVIDED “AS IS,” WITH NO WARRANTIES OR GUARANTEES INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  WE DO NOT WARRANT THE ADEQUACY, CURRENCY, ACCURACY, LIKELY RESULTS, OR COMPLETENESS OF THE TVU SOLUTIONS OR ANY THIRD-PARTY SITES LINKED TO OR FROM THE TVU SOLUTIONS, OR THAT THEY WILL BE UNINTERRUPTED OR ERROR-FREE. NO ADVICE, INFORMATION OR STATEMENT, WHETHER ORAL OR WRITTEN, OBTAINED FROM ANY SOURCE OTHER THAN THESE TERMS WILL BE INTERPRETED TO CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY MADE HEREIN.  DUE TO THE DYNAMIC AND EVOLVING NATURE OF TECHNOLOGY AND THE MEDIA INDUSTRY, WE RESERVE THE RIGHT IN OUR DISCRETION TO MODIFY OR SUSPEND (TEMPORARILY OR PERMANENTLY) THE AVAILABILITY OF ANY TVU SOLUTION AT ANY TIME.  WE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY CLAIMING THROUGH YOU FOR ANY PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, AND THE LIKE), OR YOUR USE OR INABILITY TO USE THE TVU SOLUTIONS, REGARDLESS OF WHETHER THE CLAIM IS FOR BREACH OF WARRANTY, TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND WHETHER IN TORT, CONTRACT, BREACH OF STATUTORY DUTY, FAILURE OF ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF WE ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.   SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.   

10.4  DISCLAIMER REGARDING ARTIFICIAL INTELLIGENCE.  YOU UNDERSTAND THAT CERTAIN TVU SOLUTIONS (NOTABLY TVU SEARCH) CURRENTLY INCORPORATE  ARTIFICIAL INTELLIGENCE (“AI”) TECHNOLOGY, AND THAT AI IS LIKELY TO BE A FEATURE OF NEW TVU SOLUTIONS AND FUTURE VERSIONS.   YOU UNDERSTAND AND ACKNOWLEDGE THAT SOME ERRORS AND OMISSIONS ARE INHERENT WITH USE OF AI TECHNOLOGIES.  YOU ARE RESPONSIBLE FOR THE INTERPRETATION AND USE OF ANY INFORMATION OR RESULTS PRODUCED BY TVU SOLUTIONS THAT MAY EMPLOY AI TECHNOLOGIES, AND YOU ARE STRONGLY ADVISED NOT TO RELY SOLELY ON AI-GENERATED INFORMATION FROM ANY TVU SOLUTION FOR DECISIONS THAT MAY HAVE SIGNIFICANT LEGAL, FINANCIAL, OR PERSONAL CONSEQUENCES.  YOU UNDERSTAND THAT IT IS IMPORTANT TO MAINTAIN APPROPRIATE HUMAN OVERSIGHT AND TO TAKE ACTION IF AND AS NECESSARY, ESPECIALLY IN CRITICAL OR HIGH-STAKES SITUATIONS.  THE LIMITATION OF WARRANTIES IN SECTION 10.3, AND TVU’S LIABILITY LIMITATIONS IN SECTION 15, APPLY IN THE EVENT OF ANY ERRORS OR OMISSIONS IN THE USE OF ANY TVU SOLUTION THAT IS THE RESULT OF USE OF AI.  

In the event that either of us discloses any Confidential Information to the other in the course of our relationship, we each agree (a) not to disclose any of the other’s Confidential Information except to employees, independent contractors, and/or professional advisors who have a strict need to know and who are bound by nondisclosure obligations;  and (b) not to use any of the other’s Confidential Information for any purposes other than in providing or using the TVU Solutions.

11.1  Confidential Information Defined. The term “Confidential Information” means trade secrets, proprietary and non-public information, including customer, partner and supplier data; technology, commercial and financial information; product or specifications; marketing and business plans; performance reports; and other information which should reasonably be regarded as confidential regardless of whether it is specifically so marked.

11.2  Return of Confidential Information. Upon termination of our relationship, or upon written request, each of us will promptly return to the other any of the other’s Confidential Information that may be in its possession and will permanently erase all electronic copies of such Confidential Information from its systems.

11.3  Non-Applicability. The confidentiality obligations in this Clause 11 do not apply to information which was: (a) already rightfully known by the recipient at the time of disclosure; (b) generally available to the public or otherwise part of the public domain at the time of its disclosure, other than by breach of this Agreement; (c) lawfully disclosed by a third party not under any obligation of confidentiality; (d) independently developed by the recipient without reference to any of the Confidential Information; or (e) required to be disclosed by law, regulation or order of a judicial or administrative authority, provided however, that the recipient will give prompt written notice to the disclosing party to enable the disclosing party to seek a protective order or take other appropriate action to protect the Confidential Information.

12.1  Permitted Publicity.  You may include a credit to TVU in connection with your User Content, stating “Powered by TVU Networks”, provided that we first have the opportunity to review and consent to the placement and context of the credit .  We may include your name and logo in a list of customers or partners on our website or in sales or marketing presentations.  We may jointly agree on publicity or marketing material or activities that promote both your business and our business.  

12.2  Publicity Restrictions.  Apart from the foregoing, neither of us may refer to the other party in any publicity or marketing communications, or otherwise, except with the other party’s prior written consent.  

You may at any time submit ideas or suggestions for improvements to the TVU Solutions or for new products or services (collectively, “Feedback”).    You understand and agree that, if you voluntarily provide Feedback, TVU is not required to implement any such Feedback, nor to compensate you for such Feedback, nor to give you acknowledgment in announcing or promoting any new or modified TVU Solution that may be based on or incorporate such Feedback.   You agree that any Feedback you choose to submit will not include any of your Confidential Information or your Intellectual Property.

14.1  Termination for Breach.  We may suspend or terminate your access to and use of the TVU Solutions if (a) you fail to comply with any of these Terms; (b) the way in which you use the TVU Solutions creates potential legal exposure or a security risk for us; or (c) your use could adversely impact our systems or networks or other customers’ access to or use of the TVU Solutions.  Under appropriate circumstances, your rights pursuant to these Terms may be reinstated at our sole discretion, subject to our receiving satisfactory assurances of your future compliance.

14.2  Other Termination by Us.   We may temporarily or permanently suspend or terminate your access to and use of a TVU Solution (a) if our relationship with a third-party supplier whose products or services are a necessary part of that TVU Solution expires, is terminated,  or requires us to modify the TVU Solution; or (b) in order to comply with any applicable law, regulation or request of a governmental entity.

14.3  Events of Insolvency.  We may terminate your rights to use the TVU Solutions if you cease to do business as a going concern, or fail generally to pay debts when due, or make an assignment for the benefit of creditors, or you file or have filed against you a bankruptcy or winding-up petition that is not withdrawn or denied within thirty (30) days.  

14.4  Voluntary Termination.  You may voluntarily terminate your relationship with us at any time by deactivating your TVU account and discontinuing your use of the TVU Solutions.

14.5  Consequences of Termination.  Upon termination:  (a) all rights granted to you by these Terms will immediately cease;  (b) you will be required to return to TVU any Physical Product you have on a lease, loan or trial basis; (c) any amounts owing to TVU will be immediately due and payable. 

IN NO EVENT WILL WE, OR OUR SUBSIDIARIES, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND ASSIGNS BE LIABLE FOR ANY DIRECT OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOST INCOME, LOST PROFITS, LOSS OF GOODWILL, OR OTHER LOSSES OR DAMAGES WHATSOEVER ARISING IN CONNECTION WITH THE USE OF THE TVU SOLUTIONS, ANY INTERRUPTION IN AVAILABILITY OF THE SOFTWARE SERVICES, DELAY IN OPERATION OR TRANSMISSION, MALICIOUS SOFTWARE, LOSS OF DATA, OR USE, MISUSE, RELIANCE, REVIEW, MANIPULATION, OR OTHER UTILIZATION IN ANY MANNER WHATSOEVER OF THE TVU SOLUTIONS OR THE DATA COLLECTED THROUGH THE TVU SOLUTIONS, EVEN IF WE OR YOU ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS AND EVEN IF ANY REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  ANY CLAIM ARISING OUT OF OR CONNECTED WITH THE TVU SOLUTIONS WILL BE LIMITED TO THE GREATER OF $100 OR THE AMOUNT THAT YOU PAID TO ACCESS, AQUIRE OR USE THE AFFECTED SOLUTION.

16.1  Indemnification by You.  You agree to indemnify, defend and hold us and our affiliate companies, directors, officers, employees, agents and assigns harmless from and against any and all loss, costs, expenses (including reasonable attorneys’ fees and expenses), claims, damages and liabilities (collectively, “Claims”) arising from or related to your use of the TVU Solutions, your Content, or any violation by you of these Terms.  We reserve the right to assume the exclusive defense of any Claim for which we are entitled to indemnification under this section, at your expense.  In such event, you agree to provide us with cooperation as we reasonably request.

16.2  Indemnification by Us.  We agree to indemnify, defend and hold you harmless from and against any and all Claims related to or associated with any assertion that any of the TVU Solutions infringes any third party’s IP rights.   

16.2.1  Prompt Notification.  You agree to notify us promptly of any Claim and allow us sole control over the defense and settlement regarding such Claim.  

16.2.2  Prior Consent for Any Settlement. You may not enter into any settlement of any Claim without our prior written consent.  

16.2.3  Remedies.  In the event any TVU Solution becomes, or in our reasonable opinion is likely to become, the subject of an IP infringement Claim, we will, at our option and expense, either (a) procure the rights necessary for you to continue using the TVU Solution according to these Terms; or (b) replace or modify the relevant component(s) of the TVU Solution to make it non-infringing while maintaining substantially the same functionality; or (c) terminate the TVU Solution or your use of the TVU Solution and refund the fees you paid for it less the reasonable value of your use prior to the date of the termination.  

16.2.4  Indemnification Limitations.  Notwithstanding the foregoing, we will not have any obligation to you under this section 16.2 with respect to any Claim based on (a) a combination of the TVU Solution with other (non-TVU) hardware or software; (b) any breach by you of these Terms; (c) your improper use of the TVU Solution;  (d) any unapproved modification you may have made to the software or hardware; or (e) your use of an older version of the TVU Solution when available updates or upgrades would have avoided the infringement.  

16.3  Indemnification Conditions.  The party seeking indemnification (the “Indemnified Party”) must promptly notify in writing the other party (the “Indemnifying Party”) of the Claim and provide copies of any cease-and-desist letters, litigation pleadings, and other documents setting forth details of the Claim. 

16.3.1  Right to Control Defense of Claim.  The Indemnifying Party will have the right to control the handling, defense and settlement of the Claim and any litigation or arbitration relating to the Claim, at the Indemnifying Party’s expense. 

16.3.2  Cooperation by Indemnified Party.  The Indemnified Party agrees to cooperate in any way reasonably requested by the Indemnifying Party.   The Indemnified Party will have the right to participate in the defense, settlement and litigation, at its own expense, using counsel of its choice.  

16.3.3  No Liability for Indemnification Fees or Cost Prior to Notification.  The Indemnifying Party will not be liable to reimburse any legal fees and other costs incurred by the Indemnified Party prior to the receipt of notice of the Claim from the Indemnified Party. 

We will not be liable to you for failure to perform due to any event outside our reasonable control that affects our ability to provide the TVU Solutions, including without limitation: act of God, government action, fire, war, flood, earthquake, revolution, terrorism, riot, civil commotion, epidemic or pandemic, strike or other industrial action, embargo, or shortage of suitable parts, material, network bandwidth, or labor.   If the Force Majeure event persists for a period of fifteen (15) or more consecutive days, we may terminate your use of the TVU Solutions on written notice.   Any such termination will not affect either your or our rights and obligations that accrued prior to the Force Majeure event.

18.1   Governing  Law; Informal Dispute Resolution.  These Terms will be interpreted according to and governed by the laws and regulations of the State of California, USA, except for its conflict of law provisions.    The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.  We agree to attempt to settle any dispute between us informally and in good faith.  If any such dispute cannot be settled informally after a period of fifteen (15) days, it will be resolved by binding, confidential arbitration by a single arbitrator as follows:

18.2  Arbitration Procedures.  All arbitration proceedings will take place via virtual proceedings unless the parties agree in writing to a specified physical location.

18.2.1 Location of Arbitration.   

• If  you are located in North America, the arbitration will be conducted according to the JAMS Expedited Procedures in its Comprehensive Arbitration Rules and Procedures (https://www.jamsadr.com).  
• If you are Located outside North America,  the arbitration will be conducted by the International Centre for Dispute Resolution (“ICDR” – https://www.icdr.org).

18.2.2  Conduct of Arbitration.  A single arbitrator will be used.  The arbitration proceedings will be conducted in English, and all documentation shall be presented and filed in English. The decision of the arbitrator shall be final and binding, and either you or we may enforce the arbitration award in any court of competent jurisdiction. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards will be offset.

18.2.3  Time Limit for Filing Arbitration.  Notwithstanding any otherwise applicable statute(s) of limitation, any arbitration proceeding must be commenced within two (2) years of the acts, events or occurrences giving rise to the claim.

18.2.4  Judicial Proceedings.  We have the right to commence and prosecute an action or proceeding against you in any court of competent jurisdiction in order to obtain injunctive or other relief in the event that, in the opinion of TVU, such action is necessary or desirable to protect our Intellectual Property Rights or Confidential Information. 

Violations or attempted violations of our system or network security, or use or attempted use of any TVU Solution that is not in compliance with applicable laws and regulations, may result in civil or criminal liability.  We will investigate and work with law enforcement authorities to prosecute individuals who commit such violations.  

The following terms and conditions apply:

20.1  Complete Agreement.  These Terms, including the provisions of TVU’s Privacy Policy, https://www.tvunetworks.com/company-privacy-notice, and any additional terms and conditions applicable to any particular TVU Solution, is the complete agreement between us relating to your use of the TVU Solutions.  Any other prior or contemporaneous agreements, arrangement or proposals, whether written or oral, are superseded by these Terms.   

20.2  Assignment.  This Agreement is personal to you and no part of it is assignable by you without our prior written consent. We may assign this Agreement or any of our rights or obligations to (a) a successor-in-interest in the event of a sale, merger or other business consolidation of all or substantially all of our stock or assets, or (b) a parent company, a subsidiary, or a commonly-owned affiliate, on the understanding that the assignee will continue to provide the TVU Solutions to you according to these Terms.  Subject to the foregoing, these Terms will bind and inure to the benefit of your and our successors and assigns.

20.3  Survival of Obligations.  Your and our obligations regarding Confidential Information, Intellectual Property Rights, and Indemnification will survive the termination of the contract set forth in these Terms, whatever the reason for the termination. 

20.4  Relationship between the Parties.  The relationship created by these Terms is solely a contract, to which you and we are parties.  Nothing herein creates a partnership, joint venture, employer/employee. agent/principal relationship or any other type of relationship.  

20.5  Waiver and Modification. Any delay in exercising or non-exercise of any right is not a waiver of that right.  No waiver of any of the terms or conditions of these Terms will be effective unless it is in writing and signed by the waiving party.  Any modification or amendment to these Terms must be (a) in writing, signed by both parties, or (b) issued electronically by TVU, in which case, after notification of the change(s), you indicate acceptance by continuing to use this Website and/or acquire and/or use any TVU Solutions.   

20.6  Severability. Any provision of these Terms that is held to be invalid or unenforceable by a court of competent jurisdiction will be ineffective in such jurisdiction to the extent of such unenforceability.  All other provisions in these Terms will be construed as if that provision was not contained herein.

20.7  Headings. Headings are included for convenience but are not part of these Terms.

20.8  Taxes. You are liable for the payment of all applicable taxes (including sales taxes, use taxes, value added taxes, and withholding taxes), duties, fees and other charges imposed by any jurisdiction as a result of your acquisition or use of TVU Solutions.  In some jurisdictions, we may be required to add such taxes or fees to the amount payable by you at the time you pay us.

20.9  Language.  These Terms are in the English language, and all communications and notices made or given pursuant to these Terms must be in the English language. Any translation of these Terms, whether made by you or us, is solely for convenience and the English language version will control if there is any conflict with a translated version.

20.10  Notices.  All notices required or permitted to be given pursuant to these Terms will be sent by email and will be effective one day after the date sent.  Notices to TVU must be addressed to legal@tvunetworks.com.  Notices to you will be addressed to the  email associated with your TVU account.  You are responsible for notifying us of any change in your email address.