Creators Buddy Agreement

THIS CREATORS BUDDY AGREEMENT (“Agreement”) between Channel Factory Corporation, a California corporation (“Channel Factory” or “We”) and the person or persons named on the subscription form (the “Subscription Form”) (“Licensor” or “You”) for your use of the various Channel Factory services, submission of Licensor content and materials created by Licensor (“Licensor Content”) to Channel Factory, for display on or in the Creators Buddy platform operated by Channel Factory and as otherwise exploited by Channel Factory as permitted herein (including without limitation offering such Licensor Content to clients of Channel Factory (“Service”), and, upon mutual agreement, for Channel Factory to provide feedback, edits, and other revisions to the Licensor Content (“Feedback”).

We reserve the right to add, delete and/or modify any of the terms and conditions contained in this Agreement. Notwithstanding the preceding sentence, no modifications to this Agreement will apply to any dispute between You and Channel Factory that arose prior to the date of such modification. In the event of substantive changes to the terms of this Agreement, Channel Factory will post such changes on the Service. Channel Factory will endeavor to provide specific notice of such changes to the terms of this Agreement, but will not be obligated to provide You with such specific notice. If any modification is unacceptable to You, Your only recourse is to delete the Licensor Content from the Service and to discontinue use of the Service. Your continued use of the Service following posting of a change notice or new agreement on the Service or notice to You via e-mail, will constitute Your binding acceptance of the changes.

In consideration of the mutual covenants and undertakings herein contained, You agree as follows.

1. Acceptance of Terms

THIS AGREEMENT, WHEN ACCEPTED BY YOU AFTER YOU CLICK “I AGREE,” WILL CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND CHANNEL FACTORY, WHETHER YOU ARE ACTING IN YOUR INDIVIDUAL CAPACITY OR AS THE AUTHORIZED REPRESENTATIVE FOR A CREATOR, INFLUENCER, OR CORPORATION (AS FURTHER DESCRIBED ON THE SUBMISSION FORM), IN WHICH CASE “YOU” WILL REFER TO ALL SUCH PERSONS ON WHOSE BEHALF YOU ARE ACTING AND AUTHORIZED TO ACT. BY SUBMITTING THE LICENSOR CONTENT TO THE SERVICE, YOU SIGNIFY YOUR AGREEMENT TO (1) THIS AGREEMENT, (2) CHANNEL FACTORY’S PRIVACY NOTICE (INCLUDING THE SUPPLEMENTAL TERMS GOVERNING USE OF THE CONSCIOUS CREATOR SERVICE), INCORPORATED HERE BY REFERENCE, (3) THE LICENSOR CONTENT SUBMISSION RELEASE, AND (4) CHANNEL FACTORY’S CONTENT GUIDELINES, ALSO INCORPORATED HERE BY REFERENCE.

PLEASE READ THIS AGREEMENT CAREFULLY AND CONSULT WITH YOUR OWN BUSINESS AND LEGAL ADVISORS BEFORE CLICKING “I AGREE.” THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE ON WHICH YOU CLICK THE “I AGREE” BUTTON BELOW.

2. Accounts

2.1. Licensor understands that it will need to create an account to upload to and contribute Licensor Content to the Service. In consideration of Your use of the Service, You will: (a) provide true, accurate, current and complete information about Yourself and Your business as prompted by the Service’s registration or subscription page (such information being the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If You provide any information that is untrue, inaccurate, not current or incomplete, or Channel Factory has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Channel Factory has the right to suspend or terminate Your account and refuse any and all current or future use of the Service (or any portion thereof). You are entirely responsible for the security and confidentiality of Your password and account. Furthermore, You are entirely responsible for any and all activities that occur under Your account. You will not share Your account information or Your user name and password with any third party or permit any third party to log on to the Service using Your account information. You agree to immediately notify us of any unauthorized use of Your account or any other breach of security of which You become aware. You are responsible for taking precautions and providing security measures best suited for Your situation and intended use of the Service. We have the right to provide user billing, account, content or use records, and related information under certain circumstances (such as in response to legal responsibility, lawful process, orders, subpoenas, or warrants, or to protect our rights, customers or business). Please note that anyone able to provide Your personally identifiable information will be able to access Your account so You should take reasonable steps to protect this information.

2.2 YOU MUST BE EIGHTEEN YEARS OF AGE OR OLDER TO CONTRIBUTE LICENSOR CONTENT TO THE SERVICE. CHANNEL FACTORY WILL DELETE ANY LICENSOR CONTENT WHERE IT DISCOVERS THE CONTRIBUTOR IS UNDER 18 YEARS OF AGE.

3. Use of The Service

3.1 Access and Content License. Channel Factory grants you a worldwide, royalty-free, revocable, non-exclusive, license to access the Service, submit Licensor Content as described below, and otherwise make use of the Channel Factory materials for their intended use. This license does not include any resale or commercial use of the Service or its contents; except as expressly permitted in this Agreement or by law, any derivative use of the Service or the Channel Factory Content thereon; any downloading or copying of account information; or any use of data mining, robots, or similar data gathering and extraction tools. Except as expressly granted herein, the Service and/or any portion of the Service may not be reproduced, sold, resold, or otherwise exploited for any purpose without Channel Factory’s express written consent.

3.2 Inappropriate Conduct. You are prohibited from using the Service to post or send any unlawful, threatening, defamatory, or obscene material or any material that could constitute or encourage conduct that would be considered a criminal offense or otherwise violate any law. We will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone posting such materials.

3.3 Access and Interference. You agree that you will not use any robot, spider, scraper or other automated means to access the Service for any purpose without our express written permission. Additionally, you agree that you will not: (i) take any action that imposes, or may impose in our sole discretion an unreasonable or disproportionately large load on our infrastructure; (ii) interfere or attempt to interfere with the proper working of the site or any activities conducted on the Service; or (iii) bypass any measures we may use to prevent or restrict access to the Service.

3.4. No Commercial Use Outside Your Business. You agree not to use the Service for any commercial use other than for your own business, without the prior written authorization of Channel Factory. Prohibited commercial uses include any of the following actions taken without Channel Factory’s express approval:

* sale of access to the Service or its related services on another person, service or platform;

* use of the Service or its related services for the primary purpose of gaining advertising or subscription revenue outside of its intended purpose;

* the sale of advertising, on the Service or any third-party service that is targeted to the content of specific Licensor Content Submissions;

* and any use of the Service or its related services that Channel Factory finds, in its sole discretion, to use Channel Factory resources or materials with the effect of competing with or displacing the market for Channel Factory, Channel Factory materials, or other licensor content submissions.

3.5 No Solicitation. You agree not to collect or harvest any personally identifiable information, including account names, from the Service, nor to use the communication systems provided by the Service (e.g. comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Service with respect to their Content Submissions.

3.6 Compliance with Laws. In your use of the Service, you will otherwise comply with all applicable local, national, and international laws and regulations.

3.7 Discontinue Service. Channel Factory reserves the right to discontinue any aspect of the Service at any time.

3.8 Copyright and Ownership. Except for the Licensor Content Submissions, all of the content featured or displayed on the Service, including without limitation text, graphics, photographs, images, moving images, sound, and illustrations (“Channel Factory Content”), is owned by Channel Factory, its licensors, vendors, agents and/or its Content providers. All elements of the Service, including without limitation the general design and the Channel Factory Content, are protected by trade dress, copyright, moral rights, trademark and other laws relating to intellectual property rights. The Service may only be used for the intended purpose for which such Service is being made available. Except as permitted by copyright law, you may not modify any of the materials and you may not copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information or work contained on the Service. Except as authorized under the copyright laws, you are responsible for obtaining permission before reusing any copyrighted material that is available on the Service. You will comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of the Service. The Service, the Channel Factory Content and all related rights will remain the exclusive property of Channel Factory, its licensors, vendors, agents and/or the Channel Factory Content providers, unless otherwise expressly agreed. You will not remove any copyright, trademark or other proprietary notices from material found on the Service.

3.9 Trademarks/No Endorsement. All trademarks, service marks and trade names of Channel Factory used herein (including but not limited to: Channel Factory name, Channel Factory corporate logo, the Service name, the Service design, and any logos) (collectively “Marks”) are trademarks or registered trademarks of Channel Factory or its affiliates, partners, vendors or licensors. You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify Channel Factory trademarks in any way, including in advertising or publicity pertaining to distribution of materials on the Service, without Channel Factory’s prior written consent. You will not use Channel Factory’s name or any language, pictures or symbols which could, in Channel Factory’s judgment, imply Channel Factory’s endorsement in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without prior written consent.

3.10 No Circumvention. You agree to not engage in the use, copying, or distribution of any of the Channel Factory Content other than expressly permitted herein, including any use, copying, or distribution of Channel Factory Content obtained through the service for any commercial purposes. You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Channel Factory Content or enforce limitations on use of the Service or the Channel Factory Content therein.

3.11 Other Content. You understand that when using the Service, you will be exposed to third party content from a variety of sources, and that Channel Factory is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such third party content. You further understand and acknowledge that you may be exposed to Channel Factory Content that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Channel Factory with respect thereto, and agree to indemnify and hold Channel Factory, its Owners/Operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Service.

4. Content Submissions And Conduct

4.1 Submission Policy and License to Channel Factory. The Service is designed to solicit Licensor Content from you and other users of the Service (“Content Submissions”). Content Submissions remain the intellectual property of the individual user making the submission. By posting content through our Service, you expressly grant Channel Factory a perpetual, irrevocable, non-exclusive, worldwide, fully sub-licensable (through multiple tiers) right to use, reproduce, reformat, edit, revise, review, publicly display, publicly perform, distribute, advertise, and promote your Content Submission or to authorize or sublicense any such rights to any third party on or through any medium now known or hereinafter discovered or invented. Any such Content Submissions are deemed non-confidential and Channel Factory will be under no obligation to maintain the confidentiality of any information, in whatever form, contained in any Content Submission. All Content Submissions will be your own work and/or you will have all rights necessary to submit the Content Submission to the Service. As a condition of accepting a Content Submission, Channel Factory will also require you to execute a Content Submission release. You will be solely responsible for paying any royalties to and/or securing any permissions from any co-author or other collaborator. You will identify all such co-authors and collaborators as part of your Content Submission. Notwithstanding the foregoing, in the event that Channel Factory does not make the Content Submission available on or through the Service for six (6) consecutive months, You may notify Channel Factory that you are terminating the license granted herein upon thirty (30) days prior written notice.

4.2 Selected Content Submissions. For certain Content Submissions, Channel Factory may notify you at any time that it would like to select such Content Submission as a Selected Content Submissions. You will then have the opportunity to accept or reject such selection. For such Selected Content Submission, in addition to the license granted in Section 4.1 above, you expressly grant Channel Factory an exclusive, worldwide, fully sub-licensable (through multiple tiers) right to use, reproduce, reformat, edit, revise, and review the Content Submission and then to publicly display, publicly perform, distribute, advertise, and promote your Content Submission as part of an introduction, pitch or solicitation to a third party, including agencies, brands, and companies. In the event that Channel Factory elects to make your Content Submission as a Selected Content Submission and you agree to such selection, you represent and warrant as part of such agreement that the Content Submission has not been published, nor will it be published, on any other platform or medium or in other form without Channel Factory’s prior written consent.

4.3 Inappropriate Content Submissions. Channel Factory does not encourage, and does not seek Content Submissions that result from any activity that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; or (iii) may constitute a crime or tort. You agree that you have not and will not engage in any of the foregoing activities in connection with producing your submission. All Content Submissions will further comply with our Content Standards.

4.4 Right to Takedown Content. Users will remain solely responsible for their Content Submissions or other content posted to the Service and Channel Factory will have no obligation to prescreen any such content. However, we will have the right in our sole discretion to edit, refuse to post or remove any material submitted to or posted on the Service at any time without notice. Without limiting the foregoing, we will have the right to remove any material that we find to be in violation of the provisions hereof or otherwise objectionable, and the additional right to deny any user who fails to conform to any provision of this Agreement access to the Service or any part thereof.

4.5 Format of Content Submissions. You will deliver the Content Submission in conformance with the specifications described on the Content Submission Form, including without limitation all metadata and other information regarding the Content Submission known to you.

4.6 Licensor Retains All Ownership in Content Submission. Except as expressly set forth in this Agreement, nothing contained herein will be deemed to convey to Channel Factory or to any designee, assignee or licensee of Channel Factory any interest, including copyright, in or to the Content Submission, and such Content Submission will be the sole property of Licensor. All rights which are not expressly granted by Licensor to Channel Factory pursuant to this Agreement are specifically reserved by Licensor or other rightsholders.

4.7 Rights to Names and Likenesses. Licensor hereby grants Channel Factory the right to use and to permit others to use the Licensor’s name, likeness, biographic materials or any other identifying materials related to the Content Submission, for any purpose, including advertising and trade purposes, in connection with Channel Factory’s use and exploitation of the Content Submission as permitted by this Agreement.

4.8 Acceptance and Rejection of Content Submissions; Placement of Content Submission. Notwithstanding anything to the contrary contained in this Agreement, Channel Factory will have no obligation to display all Content Submissions provided by Licensor for the Service. Further, Licensor understands that Channel Factory may be required to obtain additional clearances, permissions and/or licenses from third parties prior to making available any Content Submission on the Service. Channel Factory may place the Content Submission on the Service in locations, categories, and may otherwise design the user experience on the Service in any manner that Channel Factory, in its sole discretion, desires.

4.9 No Guarantee of Use or Compensation. While Channel Factory anticipates a strong and broad demand for the Service, Channel Factory cannot predict or guarantee the types of Content Submissions that other users of the Service will be interested in, and Channel Factory makes no representation or guarantee as to the amount of royalties or other compensation that Licensor will earn as the result of Licensor entering into this Agreement.

4.10 Feedback. For Selected Content Submissions, Channel Factory may require or You may request that Channel Factory provide feedback on the Selected Content Submission. In such instance, where Channel Factory provides you with suggestions for improvement, comments, or other feedback regarding your Selected Content Submission (“Feedback”), Channel Factory grants You a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that Channel Factory owns or controls to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose. In certain instances, Channel Factory may require you to enter into an additional agreement clarifying each party’s rights and remedies related to the Feedback provided by Channel Factory.

5. Marketing And Promotion Of Content Submissions And Service

5.1 Marketing and Promotion. We will have sole discretion in determining all marketing and promotions related to the offering of your Content Submission through the Service and may, without limitation, market and promote your Content Submission by permitting third parties to view your Content Submission on the Service, and by pitching your Content Submission directly to prospective users. You acknowledge that we have no obligation to market any Content Submission, or to continuing marketing a Content Submission after we have commenced doing so.

5.2 Optional Programs and Services. We may make available to you optional programs and services through the Service. Terms and conditions for those optional programs and services will be provided when such programs and services are offered. Those terms and conditions will be part of this Agreement.

6. No Fees

There are no fees associated with your use of the Service or you upload of a Content Submission. To the extent that Your Selected Content Submission is selected by a third party You and Channel Factory will enter into an agreement with such third party brand and the parties will collectively agree on the terms and pricing for the use of such Selected Content Submission.

7. Representations And Warranties

7.1 You represent that you have the right and authority to enter into this Agreement, are fully able and competent to satisfy the terms, conditions, and obligations herein, and your use of the Service is and will be in compliance with all applicable laws. You represent that you have read, understood, agree with, and will abide by the terms of this Agreement. In addition, you represent and warrant that if you contribute Content Submissions you are over the age of 18 and your Content Submissions and all elements thereof are (a) owned or controlled solely and exclusively by you, you have prior written permission from the rightful owner of the content included in your Content Submissions, or you are otherwise legally entitled to grant Channel Factory all of the rights granted herein; and (b) Channel Factory’s use of your Content Submissions as described or contemplated herein do not and will not infringe on the copyrights, trademark rights, publicity rights or other rights of any person or entity, violate any law, regulation or right of any kind whatsoever, or otherwise give rise to any actionable claim or liability, including without limitation rights of publicity and privacy, and defamation. Furthermore, you will be solely responsible for your own Content Submissions and the consequences of submitting them.

7.2 YOUR USE OF THE SERVICE IS AT YOUR RISK. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SERVICE ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER CHANNEL FACTORY, NOR ANY OF ITS AFFILIATES WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS OR SERVICES PROVIDED ON OR THROUGH THE SERVICE. THE INFORMATION, MATERIALS AND SERVICES PROVIDED ON OR THROUGH THE SERVICE MAY BE OUT OF DATE, AND NEITHER CHANNEL FACTORY, NOR ANY OF ITS AFFILIATES MAKES ANY COMMITMENT OR ASSUMES ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS OR SERVICES. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CHANNEL FACTORY OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

8. Limitations Of Liability

CHANNEL FACTORY DOES NOT ASSUME ANY RESPONSIBILITY, OR WILL BE LIABLE, FOR ANY DAMAGES TO, OR ANY VIRUSES THAT MAY INFECT YOUR COMPUTER, TELECOMMUNICATION EQUIPMENT, OR OTHER PROPERTY CAUSED BY OR ARISING FROM YOUR ACCESS TO, USE OF, OR BROWSING THIS SERVICE, OR YOUR DOWNLOADING OF ANY INFORMATION OR MATERIALS FROM THIS SERVICE. IN NO EVENT WILL CHANNEL FACTORY, OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AFFILIATES, AGENTS, SUCCESSORS OR ASSIGNS, NOR ANY PARTY INVOLVED IN THE CREATION, PRODUCTION OR TRANSMISSION OF THE SERVICE, BE LIABLE TO YOU OR ANYONE ELSE FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) ARISING OUT OF THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SERVICE, OR THE MATERIALS, INFORMATION OR SERVICES CONTAINED ON ANY OR ALL OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS OF LIABILITY DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW. PLEASE REFER TO YOUR LOCAL LAWS FOR ANY SUCH PROHIBITIONS.

IN THE EVENT OF ANY PROBLEM WITH THE SERVICE OR ANY MATERIALS, INFORMATION OR SERVICES CONTAINED ON ANY OR ALL OF THE SERVICE, YOU AGREE THAT YOUR SOLE REMEDY IS TO CEASE USING THE SERVICE. IN NO EVENT WILL CHANNEL FACTORY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE EXCEED THE GREATER OF (A) FIFTY DOLLARS (US $50.00) OR (B) THE AMOUNT OWED TO YOU FOR THE SELECTED CONTENT SUBMISSIONS.

9. Indemnity

You agree to defend, indemnify and hold Channel Factory and any affiliated company or individual harmless from any and all liabilities, costs, and expenses, including reasonable attorneys’ fees, related to or in connection with (i) the use of the Service or your placement or transmission of any Content Submission, or other content, message or information on or through this Service by you or your authorized users; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any Content Submission that you provide to Channel Factory, including without limitation any claim or damages arising from a defamation or invasion of privacy claim; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

10. Release

In the event that you have a dispute with one or more other users of the Service, you release Channel Factory (and our officers, directors, agents, subsidiaries, and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.

11. Termination

You or we may suspend or terminate your account or your use of this Service at any time, for any reason or for no reason. We may also block your access to our Service in the event that (a) you breach this Agreement; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our users or us.

12. Force Majeure

Neither Channel Factory nor you will be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond their reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.

13. Choice Of Law

Any claim relating to, and the use of, this Service and the materials contained herein is governed by the laws of the State of California. You consent to the exclusive jurisdiction of the state and federal courts located in the State of California. A printed version of this Agreement will be admissible in judicial and administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

14. General

This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. We do not guarantee continuous, uninterrupted or secure access to our Service, and operation of the Service may be interfered with by numerous factors outside of our control. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be struck and the remaining provisions will be enforced. You agree that this Agreement and all incorporated agreements may be automatically assigned by Channel Factory in our sole discretion. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. All sections which by their context ought to survive this agreement will survive any termination or expiration of this Agreement.

15. Digital Millennium Copyright Act (“DMCA”) Notice

In operating the Service, we may act as a “services provider” (as defined by DMCA) and offer services as online provider of materials and links to third party web sites. As a result, third party materials that we do not own or control may be transmitted, stored, accessed or otherwise made available using the Service. Channel Factory has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on the Service. Channel Factory has adopted a policy that provides for the immediate removal of any content or the suspension of any user that is found to have infringed on the rights of Channel Factory or of a third party, or that has otherwise violated any intellectual property laws or regulations, or any of the terms and conditions of this Agreement. If you believe any material available via the Service infringes a copyright, you should notify us using the notice procedure for claimed infringement under the DMCA (17 U.S.C. Sect. 512(c)(2)). We will respond expeditiously to remove or disable access to the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content. Our designated agent (i.e., proper party for notice) to whom you should address infringement notices under the DMCA is dmca@channelfactory.com.

Please provide the following notice:

Identify the copyrighted work or other intellectual property that you claim has been infringed;

Identify the material on the Service that you claim is infringing, with enough detail so that we may locate it on the Service;

A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

A statement by you declaring under penalty of perjury that (a) the above information in your notice is accurate, and (b) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;

Your address, telephone number, and email address; and

Your physical or electronic signature.

We may give notice to our users of any infringement notice by means of a general notice on any of our websites, electronic mail to a user’s e-mail address in our records, or by written communication sent by first-class mail to a user’s physical address in our records. If you receive such an infringement notice, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:

Your physical or electronic signature;

Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;

A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and

Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

16. Additional Assistance

If you do not understand any of the foregoing Terms of Service or if you have any questions or comments, we invite you to contact our Customer Service Department by email at contact@channelfactory.com.

17. Copyright Notice