Terms and Conditions of Service
BY SIGNING UP FOR AND/OR OTHERWISE ACCESSING ANY OF THE SERVICES OR PRODUCTS OFFERED BY Push Views YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. THESE TERMS &CONDITIONS SUPERSEDE ALL EARLIER VERSIONS AND REQUIRE MANDATORY ARBITRATION OF DISPUTES. Please read these terms and conditions carefully, as they describe your legal rights and obligations. This agreement shall become effective as of the date of (1) your order, (2) the START of your service or (3) your receipt of an e-mail from Push Views confirming your order, whichever happens first. THIS AGREEMENT, UNLESS OTHERWISE PROVIDED, IS EFFECTIVE FOR AN INITIAL TERM OF ONE YEAR AND IS AUTOMATICALLY RENEWABLE FOR SUCCESSIVE ONE YEAR TERMS, Push Views MAY TERMINATE THIS AGREEMENT AT ANY TIME WITH 7 DAYS NOTICE, OR Push Views MAY TERMINATE THIS AGREEMENT WITH NO NOTICE FOR A BREACH OF THIS AGREEMENT. ANY AND ALL OUTSTANDING FEES (INCLUDING WITHOUT LIMITATION THOSE THAT MAY BE OWED SHALL BE DUE AND PAYABLE UPON TERMINATION, ALL AS MORE FULLY DESCRIBED IN SECTION 2.
1. DEFINITIONS
For the purposes of this Agreement:
1.1.
“Push Views, “us,” “we,” “our” and grammatical variants tof shall collectively refer to Push Views., a sole proprietorship organized and existing under the laws in Los Angeles, of the State of California, United States of America and its assigns and successors in interest.
1.2.
“Push Views Services” shall mean the products and services provided by Push Views and/or Push Views’s affiliates, agents, or assigns at any given time, including but not limited to video promotion services, video distribution, video SEO services, SEO, YouTube marketing services, and any associated support services, which services may be changed, amended, and/or otherwise altered at any time in Push Views’s sole discretion.
1.3.
“Content” shall mean the Video Search Engine Optimization content which are sent to the client’s email.
1.4.
“Customer Service” shall refer to communication from us to you dealing with problems or questions relating to services provided by us to you.
1.5.
“Fee” shall mean monies and other consideration you are obligated to pay to Push Views 1 for the right to use the Push Views Services subject to the terms and conditions of this Agreement and of the particular Push Views Services for which you have registered, as outlined on the then-current schedule of fees.
1.6.
“Fee Schedule” shall mean the fees for the Push Views Services as published on our YouTube video promotion website, which may be modified at any time in Push Views’s sole discretion pursuant to the provisions of 23.1.
1.7.
“International Customers” shall mean customers residing in or accessing the Push Views Services from outside of the United States and Canada.
1.8.
“Laws” shall mean the laws, statutes, and regulations then in effect of the United States of America and its various states and dependencies as well as the laws of Your country of residence or the country in which you use or access the Push Views Services and the laws of any provinces, states or dependencies tof.
1.9.
“Parties” shall collectively refer to Push Views and you.
1.10.
“Payment Account” shall refer to the credit card or Pay Pal account provided by You upon registration to pay for Your Services. Push Views may add, delete, or modify the methods by which customers can pay for the Push Views Services at any time without prior notice, in its sole discretion. Payments processed by Pay Pal are subject to Pay Pal’s terms and conditions of service, and Push Views makes no representations or warranties with respect to those services.
1.11.
“Technical Support” shall refer to communications from us to you dealing with problems or questions relating to technical matters involving services provided by us to you.
1.12.
“You”, “your” and grammatical variants tof shall mean you, any other entity which has an ownership or other beneficial interest in you, or any other entity in which you have an ownership or other beneficial interest.
1.13.
“Your Services” shall mean the specific Push Views Services for which you have contracted, subject to the limitations and specifications of the particular service effective as of the date of contract and to the fees for those Push Views Services pursuant to the current Fee Schedule.
1.14.
“Associations” Push Views is not associated in any way to YouTube, Facebook, Twitter or any other social media or video sharing websites.
2. TERMS AND TERMINATION
2.1.
Unless sooner terminated pursuant to other terms of this Agreement, and except as otherwise provided in this Agreement, this Agreement shall be for an initial term of one month and shall be automatically renewed each month period unless and until sooner terminated pursuant to the provisions of this Section 2. Push Views may accept prepayment for services to be provided under this Agreement, but such acceptance shall not modify or extend the term of this Agreement.
2.2.
You or Push Views may terminate this Agreement at any time for any reason, with or without cause, upon thirty days’ written notice.
2.2.1.
if Push Views, in its sole discretion, deems that you have breached any part of this Agreement, including, without limitation, any warranty or obligation set forth in Section 8,
2.2.2.
if your Payment Account provider refuses payment of fees or charges or you refuse authorization for same, or
2.2.3.
if payment for the Push Views Services is more than fifteen days overdue.
2.3 Subscription Cancellation
IT IS YOUR RESPONSIBILITY TO CANCEL YOUR SUBSCRIPTION FROM WITHIN YOUR PAYPAL ACCOUNT, Push Views IS NOT RESPONSIBLE FOR CANCELING YOUR SUBSCRIPTION IF YOU NO LONGER WANT TO CONTINUE THE SERVICE FOR ANY REASON. As soon as the transaction goes through for your subscription, whether it be on a weekly or monthly subscription, we are no longer responsible for the amount paid if you do not cancel prior to the payment being due. Any form of reimbursement will be made in credit for the service paid for.
2.4 No Liability by Push Views
Push Views is not responsible for videos getting banned or deleted; YouTube constantly makes updates to their system on a quarterly basis and sometimes videos are taken down at random. By signing up to this service you are assuming the full risk if your video gets banned or your channel is deleted. By clicking on the subscribe button you are agreeing to not pursue legal action or ask for reimbursement if anything happens to your video or channel. Any form of reimbursement will be made in credit for the service paid for.
3. DESCRIPTION OF SERVICES
Subject to and conditioned upon Push Views’s retained rights and all other terms and conditions set forth in this Agreement, Push Views offers the Push Views Services as soon as practicable after payment of any and all fees due. You will receive instructions upon completion of the registration process.. The Push Views Services are subject to the following conditions and restrictions:
3.1. Video Marketing, Video Distribution, Video SEO and YouTube video promotion
3.1.1.
Push Views shall provide video marketing, video distribution, video SEO, and YouTube promotion services to you on a non exclusive basis.
3.1.2.
Push Views, either directly or through its assignee or licensee, shall provide Customer Service relating to your services consisting of replying to customer questions or complaints regarding services provided by us to you relating to your services. Push Views is not obligated to provide any Customer Service except as specified in this Section 3. Any and all requests for additional Customer Service may be refused by Push Views with or without reason. Any additional Customer Service which Push Views may subsequently agree to provide to you shall be at Push Views’s sole discretion and once commenced, may be terminated at any time by Push Views without notice to you and without any liability to Push Views. Notwithstanding the foregoing, Push Views at its sole discretion may at any time alter or cease providing the Customer Service which it has agreed to provide to you relating to your services pursuant to this Agreement without any liability to Push Views.
3.1.3.
Push Views, either directly or through its assignee or licensee, shall provide Technical Support relating to your services. Any and all requests for Technical Support may be refused by Push Views with or without reason, in its sole discretion. Any Technical Support which Push Views may subsequently agree to provide to you shall be at Push Views’s sole discretion and once commenced, may be terminated at any time by Push Views without notice to you and without any liability to Push Views.
3.1.4.
Some Push Views Services may not be available to International Customers, and Push Views reserves the right to alter, amend, or discontinue the provision of some or all of the Push Views Services to International Customers in a particular market at any time in Push Views’s sole discretion.
3.1.5.
Some Push Views Services include distribution of your online videos to third party websites such as YouTube and other websites. In order for us to distribute the video to YouTube, you must have a Google account created for us to use or we will create one for you.. For us to distribute the video to Facebook, you must have a Facebook page and allow us access to it. If you want the video distributed to a Facebook fan page, you must make us an administrator of that fan page to allow us to upload the video. If you don’t have a Facebook page, we will create one for you. Though we do our best to make sure we distribute your video to as many websites as possible. We do not have control over the editorial policies of these 3rd party websites. We cannot guarantee your video we will distributed to every site possible, but we do our best to make sure your video get’s as much reach possible depending upon the nature of the video. We do not maintain control over these websites after we complete the distribution process. After the distribution process we send you a report containing the account login and passwords so you can maintain control over them.
3.1.6.
Push Views Services include free YouTube views as part of the video promotion service. These views are guaranteed. We guarantee you will receive the amount of views as stated in the package level you choose. Please allow us up to 1 month to deliver these views to your video(s). The total views may however be delivered no later than 1 month.
3.1.7.
3.1.8.
Some Push Views Services video distribution services. Please allow us up to 2 weeks to distribute your videos. In order for Push Views to start the video distribution service we must get a copy of your video. You can email it to us, request FTP access from us so you can upload it or you can mail it to us. The video must be already edited. We do not provide any editing services for your videos. We may refuse to service you if the video requires any editing. If you like we could recommend editors to get your video edited. The format of the video received MUST either be on DVD and/or .avi, .mpeg, .divx. .wmv, or .mov or other popular format. If the video is on any unknown format or tape we might refuse service.
3.1.9.
Push Views does not guarantee any amount of traffic to your video beyond the free YouTube views that are part of some of our services. Most clients see a bump in organic traffic, but we cannot and will not guarantee any increase in traffic, and/or sales or conversions resulting in this traffic from the video and/or to your website.
3.1.10.
All Push Views services includes free reporting. This includes reports as to how many YouTube views your video has received. A report of w all your videos are distributed too, plus a report showing you what keywords your videos are getting ranked for. These reports are sent once a month for the first 3 months. The reports are emailed in excel format. Other formats can be requested if desired.
3.1.11.
Some Push Views Services may include YouTube channel creation and video profile creation. This process allows us to register your business usernames and profiles on various video portal sites and social networking websites. We use a logo of your business, a description, and URL. The logo, description, and URL will be sent to the client for approval before the process begins. Push Views will send the client an excel sheet containing all of the account profiles, usernames and passwords. If the client wishes to change anything inside their account such as a video, logo, URL or description AFTER we distribute the videos to the profiles, the client must make the change. We only create the accounts and make the necessary optimizations during the initial distribution process. Any further changes to be made are to be made by the client.
3.1.12.
Some Push Views Services include the ability to embed the video into the client’s website. We offer this service free of charge. In order for Push Views to embed the video into your website you must provide Push Views with your website’s login information, FTP access and/or CMS access. Certain technical limitations may apply. Please allow us 2 days to complete this service. Push Views will use the video from the client’s YouTube account.
3.1.13.
Most Push Views services can be completed within 7 days, however the free YouTube views can take longer, up to 3 months. Most clients see a bump in their SEO traffic and SEO rankings within the first 3 months. At the conclusion of the delivery of the free YouTube views as part of our video marketing, video distribution, and video SEO service, we consider the service COMPLETE. For our video promotion service, as soon as we complete the YouTube campaign training which is the last and final service as part of the package, we consider the service COMPLETE.
3.1.14.
Some Push Views services come with a free ping service. Upon completion of the video marketing, distribution, and SEO process, we will ping all of the video URL’s so that the major search engines (Google, Yahoo, Bing) are alerted to the new and/or changed content.
3.1.15.
Some Push Views services come with a free bookmarking service. Upon completion of the video SEO and distribution process. We submit each video URL to video and social bookmarking websites.
4. FEES
4.1.
The Fee is due, in advance of the provision of services. In the event that Push Views determines that the services of a collection agency are necessary or appropriate to collect amounts due under this paragraph, which determination shall be made in Push Views’s sole and unfettered discretion, any and all collection agency fees and other costs of collection shall be added to any amounts due under this provision.
4.2.
All Fees must be paid in United States Dollars in advance of the provision of services. If payment in full is not received by Push Views from the provider of your Payment Account or its agents, you agree to pay all amounts due from you for Your Services upon demand by Push Views.
4.3.
Push Views may offer subsequent promotional rates or special offers, the terms of which may or may not be more favorable than the terms and conditions for Your Services. Any such promotions or modifications shall not effect your obligations under this Agreement. Promotional fees may be subject to additional terms and conditions which, to the extent they conflict with the terms of this Agreement, shall govern. Promotional fees and special offers may not be combined.
4.4.
You shall pay all costs of collection, including reasonable attorney’s fees and costs, in the event any invoice requires collection efforts. All accounts referred to a collection agency shall be subject to an additional fee of $49.95, which must be paid in full.
4.5.
International Customers bear the risk of currency fluctuations and any fees or taxes associated with the conversation of foreign currencies into United States Dollars. Certain Push Views Services will not be available to International Customers until Push Views is able to receive satisfactory confirmation from such customer’s Payment Account provider, in Push Views’s sole discretion, that the funds will be available for debit from the International Customer’s account. Orders from International Customers will not be accepted unless the country provided in the contact information matches that on file for the Payment Account.
4.6.
Refunds are given only in limited circumstances. If you decide to change your mind about your order, you are given up to 48 hours to request a refund. After 48 hours when the service begins, we cannot issue a refund due to the nature of the service. Refunds are given if you choose the wrong service. We will refund your fee so you can signup for the right service. Please contact us asap if you need to cancel your service within 48 hours or need to change your level of service.
4.7.
All Push Views prices, policies, and services are subject to change, without notice. Our current and up to date prices will always be posted under each service “pricing page”.
5. NO WARRANTIES BY Push Views
THE Push Views SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT THE USE OF THE Push Views SERVICES IS AT YOUR SOLE RISK.Push Views DOES NOT MAKE ANY WARRANTY AS TO ANY RESULTS THAT MAY BE OBTAINED BY USE OF THE Push Views SERVICES. NO WARRANTY IS MADE BY Push Views REGARDING ANY INFORMATION, SERVICES OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THIS AGREEMENT, AND Push Views HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING WITHOUT LIMITATION: (1) ANY WARRANTIES AS TO THE AVAILABILITY, QUALITY, QUANTITY, OR CONTENT OF SERVICES OR GOODS PROVIDED TO YOU HERE UNDER, INCLUDING BUT NOT LIMITED TO YOUR SERVICES; AND WE MAKE NO GUARANTEE THAT YOUR VIDEO WILL PERFORM UP TO ANY LEVEL OF EXPECTATION.
6. Push Views’s LIMITED LIABILITY
YOUR SOLE AND EXCLUSIVE REMEDY HERE UNDER SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE SERVICE AND TERMINATE THIS AGREEMENT. IN NO CASE SHALL Push Views, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS OR CONTRACTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF OR OTHERWISE RELATING TO THE Push Views SERVICES. SOME COUNTRIES, STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH COUNTRIES, STATES OR JURISDICTIONS, Push Views’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. YOU HEREBY RELEASE Push Views FROM ANY AND ALL OBLIGATIONS, LIABILITY AND CLAIMS IN EXCESS OF THESE LIABILITY LIMITATIONS. THE TOTAL LIABILITY OF Push Views FOR BREACH OF WARRANTY ARISING OUT OF CONTRACT, NEGLIGENCE OR STRICT LIABILITY IN TORT, OR ANY OTHER CLAIM RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL SERVICE FEES PAID BY YOU TO Push Views IN THE SIX MONTHS PRECEDING SUCH ALLEGED BREACH, BUT IN NO EVENT TO EXCEED $150,000.
7. YOUR ADDITIONAL OBLIGATIONS AND WARRANTIES
7.1.
You agree and warrant that the contact information you have provided to Push Views is complete and accurate, and you further agree to notify Push Views within fifteen days of a change to any such contact information. Contact information includes your full legal name, e-mail address, and mailing address and the name, mailing address, telephone number, facsimile number, your website.
7.2.
You agree and warrant that Your Video shall be solely for business, entertainment and/or educational purposes and that you shall assume the sole responsibility and duty to ensure that all such data, visual materials, advertising and other matter shall be transmitted exclusively to willing adults and only to places in which such materials comply with contemporary community standards.
7.3.
You agree and warrant that Your Video shall not violate any Laws concerning obscenity and shall not contain or link to any pornography, or depictions of bestiality, rape, sexual assault, violence, torture or disfigurement, or other content deemed objectionable by Push Views, in its sole discretion.
7.4.
You agree that if, in Push Views’s sole and exclusive judgment, Push Views concludes that your video that you want us to produce displays, contains or links to any harmful matter or indecent materials or communications which are available to, or accessible by, minors, or displays or contains any material that consists of child pornography or which could otherwise result in harm to minors; then Push Views may, without prior notice to you and in Push Views’s sole and exclusive discretion, either not perform that service and we will not be held responsible to offer you a refund.
7.5.
You agree that in the event that Push Views is informed by any party that your video that we have distributed infringes the copyright of any party, or violates the right of publicity or privacy of any party, or consists of any other claim or violation of intellectual property rights of any kind, then Push Views may, without prior notice to you and in Push Views’s sole and exclusive discretion, either remove the material from the sites we distributed them onto, and/or disable public access to the video profiles or the material on Your Web Site, and/or terminate this Agreement, without any liability of any kind to Push Views from either you or any third party. As more completely set forth in Sections 6, 7 and 10, you waive any and all claims you may have, now and forever, against Push Views relating to any action taken in response to the claim that you have infringed the intellectual property rights of a third party, and agree to indemnify and hold harmless Push Views from and against any such claims.
7.6.
You affirmatively represent, agree and warrant that you have and at all times shall have all necessary intellectual property rights, including, but not limited to, all copyrights, trademark and service mark rights and rights of publicity, both in the United States and throughout the world, to reproduce and disseminate, via the Internet, for your video that we produce and/or distribute which you otherwise promote, advertise, disseminate and/or distribute to anyone by your direct or indirect use of the Push Views Services prior to and at all times during the time such materials are promoted, advertised, disseminated or distributed through any direct or indirect use of the Push Views Services.
7.7.
You agree and warrant that any video we distribute shall not constitute or contain or link to material which is libelous, slanderous, defamatory, or which will violate or infringe upon or will otherwise give rise to any adverse claim with respect to any common law or other right of any person or other entity, including, without limitation, privacy rights and all other personal and proprietary rights. You agree not to collect the personally identifiable data of any person without that person’s consent, records of which shall be maintained throughout the term of this Agreement and for three years afterward. If you collect this data through Your Web Site you shall do so only pursuant to a posted privacy policy disclosing any and all uses of such identifiable data and in compliance with applicable law.
7.8.
You agree and warrant that any video we distribute shall not contain or link to any material which is harmful, violent, threatening, abusive or hateful.
7.9.
You agree and warrant that you shall not engage in any false, deceptive or fraudulent activities in association with your use of the Push Views Services.
7.10.
You agree and warrant that all applicable taxes have been paid or will be paid in full by you when due regarding all businesses and employees associated with your use of the Push Views Services and that no taxing authorities shall have any claim against Push Views or any persons affiliated twith for the payment of such taxes.
7.11.
You represent and warrant that you are over eighteen years of age (twenty one in places w eighteen years is not the age of majority) and are fully competent to enter into this Agreement.
7.12.
You agree to comply with all Laws rules regarding online conduct and acceptable Content.
7.13.
You represent and warrant that you are not a national or resident of Burma/Myanmar, Cuba, Iran, Iraq, Libya, North Korea, Serbia, Sudan, and Syria or any other country subject to U.S. Treasury Department embargo restrictions, and that you are not listed in the “Entity List” or “Denied Persons List” maintained by the US Department of Commerce or the list of “Specially Designated Nationals and Blocked Persons” maintained by the US Department of Treasury. You further acknowledge that you are not a national or resident of a country whose name is otherwise omitted from the registration form for Push Views Services.
7.14.
You understand that your video may be hosted and accessed in the United States and in other countries around the world, and you agree to abide by United States law, the local laws of other jurisdictions w your video may be hosted or accessed, and any other applicable export control laws and not to transfer or permit the transfer, by electronic transmission or otherwise, any content or software subject to restrictions under such laws to a destination prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization; you agree that Push Views may remove content, restrict access, or shut down your video if, in Push Views’s discretion, your video or any of its content is not in compliance with applicable law.
8. CONFIDENTIALITY, TRADEMARK, AND COPYRIGHT
8.1
During the course of this Agreement you may gain access to certain confidential, proprietary and trade secret business or technical information belonging to Push Views in connection with Push Views’s performance of the Push Views Services (“Confidential Information”). You agree to preserve the confidentiality of all Confidential Information that is provided in connection with the Agreement, and shall not, without the prior written consent of Push Views, disclose or make available to any person, or use for your own or any other person’s benefit, other than as necessary in performance of your obligations under this Agreement, any Confidential Information of Push Views Push Views retains all right and title to such Confidential Information.
8.2
Push Views is a federally registered trademark. All rights reserved. The trademarks, logos, and service marks displayed on this Web Site (collectively, the “Marks”) belong Push Views and/or its affiliates or third parties which have licensed those rights to Push Views (“Partners”); Push Views and Partners retain all rights to the Marks and nothing in this Agreement grants you or anyone else any right whatsoever to the use of the Marks. You may not use, reproduce, or display any Marks without their owner’s prior written consent. All other trademarks, product names, and company names and logos appearing on Push Views’s Web Site are the property of their respective owners.
8.3
Unless expressly stated otherwise on the Push Views Web Site, you should assume that all content, images, and materials appearing on this Web Site (collectively the “Push Views Content”) are the sole property of Push Views Both U.S. and international copyright laws and treaties protect such Push Views Content. You may not use, reproduce, display, or sell any Push Views Content without Push Views’s prior written consent. You may not link to any page within Push Views’s Web Site or frame any portion of the site without Push Views’s prior written consent.
9. YOUR INDEMNIFICATION OF Push Views
You agree that you shall fully defend and indemnify Push Views, including its officers, directors, owners, managing agents, attorneys, shareholders, related entities, heirs, and assigns, from any and all claims, demands, actions, suits, losses, liabilities, damages, injuries, fines penalties, costs and expenses, attorneys’ fees, arbitration fees, mediation fees, expert expenses, and all other consequences of every kind, directly or indirectly resulting from any and all failure(s) of you or your agent(s) to fully comply with all duties, obligations and other provisions set forth in this Agreement, including, but not limited to, your warranties set forth in Section 8 or your violation of a third party’s intellectual property rights. You further agree to defend, indemnify and hold harmless Push Views, including its officers, directors, owners, managing agents, attorneys, shareholders, related entities, heirs, and assigns, from and against any and all claims, demands, actions, suits, loses, liabilities, damages, injuries, fines, penalties, costs and expenses, including, without limitation, reasonable attorneys’ fees, arising out of any property damage or recoverable economic loss incurred by a third party, to the extent such damage or loss is caused by any act or omission of you or your agents in connection with the performance of this Agreement. You agree that Push Views shall have the right to participate in the defense of any such claim through counsel of its own choosing at your expense.
10. NO JOINT VENTURE OR PARTNERSHIP
Nothing in this Agreement is intended by the Parties to create or constitute an agency, joint or collaborative venture, or partnership of any kind between Push Views and you, nor shall anything in this Agreement be construed as constituting or creating any such agency, joint or collaborative venture, or partnership between Push Views and you. Push Views shall have no control or ownership interests of any kind in your business. Push Views shall have no direct financial or other interest in, nor in any way “own” any online “store” or other online venture pertaining to your use of the Push Views Services. Push Views’s relationship to you shall be restricted to matters pertaining to the provision of the Push Views Services as set forth in this agreement.
11. Push Views HAS MADE NO REPRESENTATIONS REGARDING SUCCESS, MARKETS OR PROFITABILITY
11.1.
You confirm that you have unilaterally decided to enter the online and/or video marketing service business and that these are high risk businesses. You further confirm, understand, acknowledge and expressly agree that neither Push Views, any agent or representative of Push Views, nor any other person is currently representing or otherwise directly or indirectly communicating in any manner in or otherwise, nor has at any time in the past, represented to you or has otherwise directly or indirectly communicated in any manner to you any guarantee, reassurance or any other communication of any kind regarding:
11.1.1.
the potential profitability, marketability, or likelihood of success of your endeavors through the use of the Push Views Services as set forth in or otherwise;
11.1.2.
the possibility or likelihood that use of any products and/or services provided by Push Views pursuant to this Agreement can or will result in the renouncement of any funds expended by you for any purpose; or
11.1.3.
the existence, nonexistence, size or any other characteristics of any market for any products or services which involve your use, in any manner, of the Push Views Services pursuant to this Agreement.
11.2.
You expressly acknowledge and agree that the success of any business endeavors which involve your use, in any manner, of the Push Views Services pursuant to this Agreement, like any other business endeavor, is subject to numerous factors, such as the effectiveness of its advertising and promotion, your administrative capabilities, etc., and that the ultimate success or failure of your business rests with you and not Push Views You further expressly agree not to raise any claim of any kind against Push Views and to hold Push Views harmless from any claim of financial investment or other loss to you directly or indirectly resulting from your decision to use the Push Views Services pursuant to this Agreement.
12. SERVICES RENDERED ON A NON-EXCLUSIVE BASIS
Any and all services which are or may be provided to you by Push Views pursuant to this Agreement, including the license of rights in, are non-exclusive and nothing in this Agreement shall limit or restrict Push Views from providing similar services and granting similar licenses to third parties regardless of whether such third parties are competitors of you. Nothing in this Agreement shall limit or restrict Push Views from engaging in any activities similar to yours or in competition with you.
13. NO EDITORIAL CONTROL BY Push Views
In reliance on your express warranties regarding Your Videos that we distribute, Push Views shall neither have nor exert any editorial or other subjective control over the substantive content of Your Videos. Push Views cannot be held responsible for the accuracy, correctness, or legality of such information. You are solely responsible for the content of Your Videos and for verifying the accuracy and suitability of information and services you obtain from third parties via the internet.
14. PRIVACY
14.1.
It is Push Views’s policy to respect your privacy. Push Views will not monitor, edit, or disclose any personal information about you or your account, including its contents, without your prior consent unless Push Views deems it necessary, in its sole discretion, to:
14.1.1.
comply with legal process or other legal requirements, including but not limited to responding to civil or criminal subpoenas, search warrants, national security letters, or other requests for information from law enforcement officials;
14.1.2.
protect and defend the rights or property of Push Views or its officers, agents, affiliates, and licensees;
14.1.3.
enforce this Agreement; or
14.1.4.
protect the interests of other Push Views customers.
14.2.
INTERNATIONAL CUSTOMERS UNDERSTAND AND AGREE THAT THE Push Views SERVICES ARE PROVIDED BY Push Views. IN THE UNITED STATES OF AMERICA. YOU FURTHER AGREE THAT THE PERSONAL INFORMATION WHICH YOU GIVE Push Views WILL BE TRANSFERRED TO AND MAINTAINED IN THE UNITED STATES AND OTHER COUNTRIES; INCLUDING WITHOUT LIMITATION COUNTRIES IN THE EUROPEAN UNION AND ELSEWHERE. IF YOU DO NOT CONSENT TO THE TRANSFER OF YOUR PERSONAL INFORMATION INTO AND OUT OF THE UNITED STATES, DO NOT ACCEPT THESE TERMS AND CONDITIONS FOR THE Push Views SERVICE. YOU FURTHER UNDERSTAND AND AGREE THAT REGARDLESS OF YOUR COUNTRY OF RESIDENCE Push Views MAY DISCLOSE PERSONAL INFORMATION ABOUT YOU PURSUANT TO THIS SECTION, AND YOU EXPLICITLY WAIVE ANY RIGHTS TO PRIVACY OR PROTECTION OF PERSONAL DATA RELATING TO SUCH INFORMATION TO THE FULLEST EXTENT PERMITTED UNDER NATIONAL AND INTERNATIONAL LAW.
15. VENERABILITY
In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality shall not affect any other provision of, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision(s) had never been included. The invalidity or unenforceable provision(s) of this Agreement shall not affect the validity or enforce ability of any other provision.
16. NON-ENFORCEMENT DOES NOT CONSTITUTE WAIVER
Failure of Push Views at any time to enforce any of the specific provisions of this Agreement shall not preclude any other or further enforcement of such provision(s) or the exercise of any other right under. No waiver of a breach of this Agreement shall be valid unless made in writing and signed by duly authorized representative of Push Views.
17. NOTICES
17.1.
Push Views may provide notice to you via e-mail sent to the e-mail address provided by you upon registration or as subsequently provided by you to Push Views. Such notice is deemed effective whether you receive it or not and shall be deemed written notice for the purposes of this Agreement.
17.2.
18. FORCE MAJEURE
18.1.
In the event of “force majeure” (as defined below), Push Views may terminate this Agreement without liability to you. For purposes of the Agreement, “force majeure” shall mean circumstances or occurrences beyond Push Views’s reasonable control, whether or not foreseeable at the time of entering into the Agreement, in consequence of which Push Views cannot reasonably be required to perform its obligations under or otherwise perform its obligations under the Agreement. Such circumstances or occurrences include, but are not limited to: acts of God, war, civil war, insurrection, fires, floods, labor disputes, epidemics, governmental regulations and/or similar acts, embargoes, termination or temporary unavailability of any computer hardware or software, server, or network on which the Push Views Services are located or maintained or through which the Push Views Services are provided, and nonavailability of any permits, licenses and/or authorizations required by governmental authority.
18.2.
Push Views reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Push Views Services (or any part tof) with or without notice. You agree that Push Views shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Push Views Services.
19. NO ASSIGNMENT BY YOU; ASSIGNMENT BY Push Views
This Agreement and the rights pertaining to may not be assigned, resold, or otherwise transferred in whole or in part by you without Push Views’s prior written consent. Notwithstanding the above, this Agreement shall be binding upon your successors and assigns, if any. Push Views may assign or license any or all of its rights and/or obligations under in its free, sole, and unfettered discretion.
20. ARBITRATION AND WAIVER OF JURY TRIAL
20.1.
ANY AND ALL DISPUTES AS TO THE INTERPRETATION OF OR ANY PERFORMANCE UNDER THIS AGREEMENT WHICH ARE NOT FIRST RESOLVED INFORMALLY, SHALL BE DETERMINED BY BINDING ARBITRATION IN LOS ANGELES, CALIFORNIA IN ACCORDANCE WITH THE RULES OF JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC (“JAMS”) AND IN ACCORDANCE WITH THE RULES OF JAMS. Any award arising out of such arbitration shall be subject to entry as a judgment by any court of competent jurisdiction in the United States. Any action to confirm or vacate such an award must be brought in either the Court of Common Pleas of Los Angeles, California or the United States District Court of Southern California. You consent to personal jurisdiction and venue in such courts and you waive any challenge to personal jurisdiction or venue in such courts. You further agree that Push Views shall be entitled to collect its attorneys’ fees, costs and other expenses in the event that Push Views acts to enforce this arbitration and forum selection clause, regardless of whether Push Views prevails in the underlying action. The final award in any such arbitration proceeding shall be subject to entry as a judgment by any court of competent jurisdiction, provided that such judgment does not conflict with the terms and provisions of. The jurisdiction of the arbiter (or arbiters) with respect to legal matters shall be limited only by the statutory and common law of the Commonwealth of Pennsylvania and the federal law of the United States of America. T are no exceptions to these mandatory arbitration provisions except as set forth in Sections 21.2 and 21.3.
20.2.
Notwithstanding the provisions of Section 21.1, if you fail to timely pay amounts due Push Views may assign your account for collection and the collections agency may pursue such claims in court limited strictly to the collection of the past due debt and any interest or cost of collection permitted by Law or this Agreement.
20.3.
Nothing in Section 21.1 shall preclude Push Views from: (i) seeking and obtaining any injunction relief or attachment and expedited discovery or other equitable relief to enforce the terms of this Agreement or to remedy a breach tof, or (ii) bringing an action to enforce this Agreement or the provisions of in the event JAMS will not or cannot arbitrate a particular dispute. Any action under this section 21.3 may be brought in either the United States District Court for the District of Los Angeles or the Common Pleas Court of Los Angeles County California, and each party consents to the in person jurisdiction of such Courts for the purpose of any such action or proceeding. Each party by waives all rights it has or which may after arise to contest such exclusive jurisdiction of the United States District Court for the Eastern District of Pennsylvania or the Common Pleas Court of Los Angeles County California.
20.4
In addition to the foregoing, YOU HEREBY AGREE THAT AS A PART OF THE CONSIDERATION FOR THIS AGREEMENT, YOU WAIVE THE RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE ARISING BETWEEN YOU AND Push Views THAT IS IN ANY WAY RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, and that such waiver shall be enforceable up to and including the day that trial is to start, and even if the arbitration provisions of this paragraph are waived.
20.5
Neither you nor Push Views may be a representative of other potential claimants or a class of potential claimants in any dispute concerning or relating to this Agreement, nor may two or more individuals’ disputes be consolidated or otherwise determined in one proceeding. YOU AND Push Views ACKNOWLEDGE THAT THIS SECTION 21.5 WAIVES ANY RIGHT TO PARTICIPATION AS A PLAINTIFF OR AS A CLASS MEMBER IN ANY CLASS ACTION
20.6
This Agreement shall be interpreted according to the laws of the Commonwealth of Pennsylvania, United States of America, and, w applicable, the federal law of the United States of America, without regard to conflicts of law principles.
21. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement of the Parties with respect to the subject matter of, and supersedes and cancels all other prior agreements, discussion, or representations, whether written or oral. No officer, employee or representative of Push Views or you has any authority to make any representation or promise in connection with this Agreement or the subject matter tof which is not contained expressly in this Agreement, and Push Views and you by acknowledge and agree that neither Push Views nor you have executed this Agreement in reliance upon any such representation or promise.
22. MODIFICATION
22.1.
This Agreement may be materially altered by Push Views by posting the new version of the Agreement at www.pushviews.com and if posted in this manner, shall be effective immediately upon posting such notice. In the event that Push Views does materially change the terms of this Agreement, you accept and shall be bound by such changed terms unless you opt to terminate the Agreement within thirty days of the posting of notice of such change.
22.2.
You may not modify this Agreement, in whole or in part, and any such modification or attempt to modify shall not be enforceable unless reduced to writing and signed by a duly authorized representative of Push Views. No additional or conflicting term in any other document used by you will have any legal effect.
23. STATUTE OF LIMITATIONS
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred.