Terms of Service - Quiver Digital

Effective Date: April 30, 2016

Please read the following disclaimer and legal notice carefully.

1. Terms of Use

These Terms of Use (“Terms”) apply to all websites, applications, and other online services (collectively, the “Site”) owned or controlled by Premiere Digital Services, Inc.
(“Premiere,” “we” “our” or “us”). These Terms apply to the Site and all of the products and services offered through the Site (however accessed or used, whether via a personal computer, mobile device or otherwise) (collectively, the “Services”). These Terms set forth the terms and conditions by which Premiere permits you (“you,” “your,” or “user”) to access and utilize the Services.

By using the Services, you agree that these Terms are a binding contract that applies to all of your use of the Services, including the purchase of any services through the Site. You agree that you will comply with these Terms. If you do not agree with these Terms, you should not use our Services. Premiere may refuse access to the Services for noncompliance with any part of provision of these Terms.

If you are using the Services on behalf of an entity (such as your employer), you represent and warrant that you have the legal authority to bind that entity to these Terms and grant all licenses provided by you to Premiere herein. Your agreement to these Terms will operate as a binding contract agreement between the entity for which you use the Services and Premiere.

These Terms are effective as of the effective date identified above. Premiere reserves the right to update and revise the Terms at any time as it deems necessary or appropriate. Revisions or amendments to these Terms will be made available through the Services. The revised or amended terms will be effective as of the time of posting, or such later date as may be specified in the Terms, and will apply to your use of the Services from that point forward. Your continued use of the Services, including any purchase of products or services, constitutes your acceptance of the Terms as amended or revised by us. Therefore, you should review the Terms regularly.

Your use of the Services may also be subject to the terms and conditions of a separate contract, licensing agreement, terms of service, or similar agreement (an “Additional Agreement”), including without limitation an Aggregation Agreement, a Master Services TV Agreement, a Master Services Films Agreement or a Digital Music Services Agreement. Any such Additional Agreement shall be made available to you in connection with our provision of the relevant portion of the Services. To the extent there is any conflict between the Terms and any Additional Agreement, the Additional Agreement shall control unless the Additional Agreement expressly states otherwise.

2. Data Privacy

Premiere maintains a Privacy Policy that applies to our Services. The Privacy Policy contains important information about the ways we, our affiliates, subsidiaries and business partners collect, use, and share information about you. We encourage you to read the Privacy Policy so that you will understand your choices concerning protection of your personal information. Our Privacy Policy is considered a part of these Terms.

3. Access and Eligibility

Access to the Services is provided solely at Premiere’s sole discretion. Your access to any particular part or portion of the Services may be limited by Premiere for any reason and/or subject to you entering into Additional Agreements with Premiere, its affiliates or its business partners.

As a condition of your use of the Services, you represent and warrant that: (a) you have reached the age of majority in your state of residence when using the Services; (b) all information you submit to us through use of the Services is your own information and is truthful, accurate and up-to-date; (c) your use of the Services does not violate any applicable law or regulation, including without limitation any national or local law or regulation regarding online conduct and acceptable content; (d) you own, control or are otherwise authorized to grant all rights and licenses granted by you herein with respect to the Content; and (e) the exercise by Premiere of the rights granted herein in connection with the Services will not (i) infringe, misappropriate, violate or otherwise conflict with the copyrights, trade mark rights, trade dress rights, other intellectual property rights, moral rights, rights of privacy or publicity, or contractual rights of any third party, or (ii) violate any applicable laws, including without limitation, any libel, obscenity or export laws.

Premiere reserves the right to limit or prohibit the availability of the Services or any portion of the Services to any person, geographic area or jurisdiction at any time in our sole discretion and to limit the quantities of any content, program, product, service or other feature that we provide.

4. Licenses

Licenses Premiere Provides to You. Subject to your compliance with all provisions of the Terms, and subject to Premiere’s right to terminate your access to or discontinue the Services at any time subject to its discretion, Premiere hereby grants you a limited, revocable, non-exclusive, non-transferable, non-assignable license (without the right to sublicense) to access and use the Services, subject to the terms of any Additional Agreements that may apply.

Licenses You Provide to Premiere. By using the Services, you grant Premiere an unrestricted, unconditional, non-terminable or renewable, unlimited, non-exclusive, sub-licensable (through multiple tiers), assignable, transferrable, royalty-free, fully paid, worldwide right and license to (i) incorporate, reproduce, digitize, adapt, modify, format, index, analyze, tag, transmit, distribute, publicly perform, publicly display, make derivative works of, and otherwise use or exploit any materials submitted by you to Premiere (“User Content”); and (ii) to use the names and authorized voices and likenesses of, and biographical material concerning, any actor, artist, performer, director, author, producer, publisher, songwriter, film title, album name, track title, song name and artwork associated with the User Content. You agree that Premiere may use this license to create metadata based on your User Content (e.g., by tagging material in your User Content, identifying timecodes, or otherwise gathering data from your User Content) for its own commercial purposes, and that Premiere shall own such metadata.

5. Standards of Conduct

To maintain the integrity of our Services and the user experience of all users of the Services, you agree not to misuse the Services or their content. For example, you must not do (or attempt to do) any of the following, or encourage or assist others to do any of the following:

• Disrupt or interfere with the normal operation and navigation of the Services or the availability of the Services to other users.

• Circumvent any measures we use to limit access to the Services or particular content available through the Services.

• Access the Services using any unauthorized “robot,” “spider,” “scraper” or other automated means.

• Use a false name or contact information, impersonate any person or entity, or otherwise misrepresent your identity, affiliation or the origin of materials you transmit, including without limitation through presentation of false or fraudulent payment information.

• Display the Services, or any of their content, in a “frame,” in connection with any other content or trademark, or in any other way that could potentially deprive us of revenue or falsely suggest a relationship between us and any third party.

• Maintain any link to the Services from any commercial website, or maintain any other link that we ask you to remove.

• Transmit to or through the Services any viruses, spyware, adware or other harmful code.

• Disassemble, decompile or otherwise reverse engineer any software or other technology used in or available through the Services.

• Use the Services to advertise or promote any goods or services other than ours.

• Use the Services to transmit or collect personal information about other users.

• Use the Services, or any content provided through the Services, to advertise or solicit for any other person, entity or cause, or otherwise to compete with us or act illegally or maliciously against our business interests or reputation.

If you violate the Terms, we may terminate your access to the Services, take other remedial actions, and seek any remedies permitted by law.

6. Content Retailers’ Rules and Requirements

In the course of or in connection with your use of the Services, you may be subject to the rules and requirements of content retailers (e.g. iTunes, Google, Hulu, etc.) that you (or Premiere on your behalf) select to provide the User Content, and where such User Content has been listed, displayed, promoted or offered for sale or licenses. You agree that you bear sole responsibility for compliance with any such rules or requirements imposed by those retailers, and that Premiere bears no such responsibility with respect to any User Content.

7. Clearances

You acknowledge that Premiere is not responsible for any clearances of the User Content that you provide (or that Premiere provides on your behalf) to retailers, including, without limitation obtaining rights of, and waivers or any applicable moral or similar rights by, artists, performers, writers, producers, directors and any other third-party rights holders of the User Content, including without limitation for the storage, delivery, and other use as authorized by you of the User Content, artwork, metadata and/or any other materials provided to Premiere by you. You agree that, as between you and Premiere, any such clearances needed for the User Content for the retailers shall be your responsibility.

8. Accounts

Some portions of our Services require you to register and establish a user account to access certain functionality. This section establishes additional terms that apply to such accounts.

You may only create and hold one account for the Services, and you may not use anyone else’s account. When we request information from you to set up an account, you must provide us with accurate and complete information. You also must update your account when information you have provided to us changes.

You agree that you are solely responsible for maintaining the confidentiality of your user account login names and passwords, and you must not permit use of your account by anyone else. You accept responsibility for all activities that occur under your account, including purchases of any products or services made using your account. You agree to immediately notify Premiere of any unauthorized use of your account or any other breach of security which you suspect or of which you become aware. We are not responsible for any loss or damage resulting from unauthorized use of your account.

You authorize us to use the contact information you provide us to communicate with you about your orders and our Services and products. You may opt out of receiving marketing e-mails from us by following the opt-out instructions provided to you in those e-mails. However, even if you opt out of marketing emails, we may still need to contact you to conduct the business of Premiere, including without limitation to process transactions between you and Premiere, respond to your inquiries, notifying you of changes to our Privacy Policy or Terms, etc.

We reserve the right to terminate your account at any time, without notice, in our sole discretion for any or no reason, including but not limited to inactivity or misuse. If your account is terminated, you may lose access to any information stored in connection with your account and any other forms of value associated with your account. Upon termination, these Terms shall continue to apply to any other use of the Service that you are permitted to make.

You may cancel your account at any time by contacting us directly at info@premieredigital.net. Your account will only be cancelled and closed after any and all transactions between you and Premiere have been processed, including payment of assessed penalties or the processing of any refund.

9. Third Parties

Some links within the Services may lead to websites or online services owned or controlled by third parties. Premiere is not responsible for the content of any third party sites or online services and will not be liable for any damages caused by your use of such sites or online services. It is your responsibility to verify any information contained within linked sites before relying on it. Also, the information contained in the links may be changed or updated at any time without notice. Linked sites may have their own legal information, including terms of use and privacy policies that you should locate and review.

Any reference in any portion of the Services to any products, services, processes, hypertext links to third parties or other information by trade name, trade-mark, manufacturer, supplier or otherwise does not indicate that we sponsor, endorse or otherwise approve of the materials of third parties appearing on such sites.

10. Fees and Taxes

Premiere may charge a fee in exchange for providing you the Services. Where that is the case, Premiere requires payment of all fees in full prior to your use of the Services, and you agree to pay any applicable fees and to authorize Premiere and its agents to process all payments from you.

11. Discontinuation of Services

We may change the contents of the Services may suspend or discontinue the products or services provided through the Services at any time and for any reason without prior notice. You agree that Premiere shall not be liable to you or to any third party for any modification, suspension or discontinuation of the Services. Upon termination of your access to the Services, or upon demand by Premiere, you must destroy all intellectual property belonging to Premiere, its affiliates and its business partners and immediately discontinue use of any portion of the Services.

12. Unsolicited Ideas

We do not accept unsolicited ideas pertaining to any aspect of the Services. Therefore, please do not make any such unsolicited submissions to us through or regarding the Services, by e-mail, postal mail, or otherwise. If you do make any such unsolicited submission, you agree to grant to Premiere and its subsidiaries, parents and affiliated companies, along with any of their officers, managers, directors, employees, agents or representatives, an unrestricted, unconditional, unlimited, worldwide, non-exclusive, sub-licensable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right and license to use your unsolicited submission, including without limitation, all patents, trademarks, service marks, trade names, trade identities, copyrights, trade secrets, logos, domain names, know-how, source code and object code, mask-work rights, inventions, moral rights, author’s rights, algorithms, rights in packaging, goodwill and other intellectual property and proprietary rights whatsoever in your unsolicited submission.

13. Intellectual Property

All data and materials on the Services, including without limitation, the text, graphics, logos and all other audio, visual or downloadable materials, as well as the selection, organization, coordination, compilation and overall look and feel of the Service are the intellectual property of Premiere, its licensors and its suppliers. The data is protected by copyright and other intellectual property laws and all ownership rights remain with Premiere, its licensors or its suppliers as the case may be, unless otherwise expressly noted in these terms or any Additional Agreement. All rights not expressly granted herein are reserved.

Except as expressly provided in these Terms, you may not copy, reproduce, republish, modify, create derivative works of, upload, download, perform, display, post, transmit, distribute or otherwise use the Services in any way, without the prior written permission of a duly authorized Premiere employee. You agree to abide by any and all copyright notices, information, or restrictions contained in any part of the Services. Any and all rights to use the Services that are not expressly granted to you under these Terms are reserved for Premiere or its licensors. Nothing contained in these Terms will affect, impair, or limit in any way Premiere’s rights to exploit fully any or all of the Services.

UNAUTHORIZED USE, COPYING, REPRODUCTION, STORING, MODIFICATION, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING, REMOVAL OR ALTERATION OF ADVERTISING OR ANY OTHER MISUSE OF ANY OF PREMIERE’S INTELLECTUAL PROPERTY IS STRICTLY PROHIBITED.

As between you and us, we retain all right, title and interest in and to our Site, products, content and technology. You agree not to remove, obscure or alter any trademark, copyright or other legal notices on the Site. You also agree not to use our trademarks in meta tags or in any way that is likely to cause confusion or that disparages or discredits us.

14. DMCA and Other Intellectual Property Complaints.

Pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512), Premiere has implemented procedures for receiving written notification of claimed copyright infringement. Premiere has a designated agent to receive notices of claimed copyright infringement. If you believe in good faith that your copyright has been infringed, you may submit a written notice (“DMCA Notice”) that contains

a) Your signature;
b) A description of the copyrighted work that you claim has been infringed;
c) Information sufficient to permit us to locate the material on our site. For example, a URL to a web address containing the allegedly infringing content.
d) Your email address, mailing address, and telephone number. Please note that we may provide your contact information and the contents of your report to the person who transmitted the content you are reporting. You may wish to use business contact information for contact by our users.
e) A statement by you that:
1. you have a good faith belief that the claimed infringing use is not authorized by the copyright owner, its agent, or by operation of law; and
2. the information in your DMCA Notice is accurate; and
3. you declare, under penalty of perjury, that you are the copyright owner or authorized to act on behalf of the copyright owner.

Please submit the notice to our Copyright Agent at:

By email to: info@premieredigital.net (with subject “Copyright Complaints”).
By postal mail to: Premiere Digital, 5900 Wilshire Blvd, Suite 1700, Los Angeles CA, 90036 Attention: Legal Dept.

For any content that is removed under the notice and counter-notice procedures of the United States Digital Millennium Copyright Act (DMCA), we will include information to the person that provided the content that is removed about how to submit a counter-notification under the DMCA.

It is often difficult to determine if your intellectual property rights have been violated or if the DMCA requirements have been met. We may request additional information before we remove any infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove your content along with that of the alleged infringer pending resolution of the matter.

We have a policy of terminating the accounts of users who (in our reasonable discretion) are repeat infringers.

15. Widgets.

The Services may provide functionality that enables you to include certain materials, hosted or otherwise provided by Premiere, on a web page owned or controlled by you, such as by providing HTML or other code and labeled as “embed code” or a similar identifying label (a “Widget”).

For any Widgets that Premiere makes available to you, Premiere grants you a license, subject to the restrictions in these Terms, to include the Widget as provided by Premiere (without editing) for inclusion on your web page only. You agree that you will not embed or otherwise make available a Widget on a web page or web site containing content that is distasteful, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable (in Premiere’s sole opinion). Premiere may discontinue servicing or disable Widgets at any time for any reason without any liability to you. You agree that Premiere’s license grant to you to use Widgets does not provide you with any intellectual property rights, including copyrights, in the materials made available via any Widget. You agree to not sell, lease, hypothecate, transfer, license, distribute, reproduce, encumber or otherwise exploit any material made available in a Widget, in whole or in part, without the express consent of Premiere. You agree to include, and not remove or alter, any Premiere trademark, copyright or other proprietary rights notices, or those of any Premiere affiliate or business partner, that might be included by Premiere in the Widget. You also agree to not use (or attempt to use) the Widget to display content other than the content intended by Premiere to be displayed via a particular Widget. Except as expressly stated otherwise, the Widget and any and all content provided through the Widget are subject to these Terms in their entirety.

16. Disclaimers

PREMIERE AND ITS AFFILIATES AND BUSINESS PARTNERS, TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, FREEDOM FROM COMPUTER VIRUS, AND FITNESS FOR A PARTICULAR PURPOSE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

WITHOUT LIMITING THE FOREGOING, PREMIERE, ITS AFFILIATES OR ITS BUSINESS PARTNERS DO NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE SERVICES (OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE) ARE FREE OF VIRUSES, MALWARE OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT FROM TIME TO TIME PREMIERE MAY DISABLE OR REMOVE ALL OR A PORTION OF THE SERVICES FOR INDEFINITE PERIODS OF TIME, OR CEASE TO OFFER THE SERVICES IN THEIR ENTIRETY, AT ANY TIME, WITHOUT NOTICE TO YOU.

YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES (INCLUDING, WITHOUT LIMITATION, ALL MATERIALS, INFORMATION, LINKS, MESSAGES, PRODUCTS, SERVICES, WIDGETS, AND OTHER MATERIALS CONTAINED ON AND/OR OBTAINED THROUGH THE SERVICES) ARE PROVIDED “AS IS,” “AS AVAILABLE” FOR YOUR USE, “WITH ALL FAULTS,” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.

NO OPINION, ADVICE, OR STATEMENT BY PREMIERE, ITS AFFILIATES OR ITS BUSINESS PARTNERS, WHETHER MADE ON OR THROUGH THE SERVICES OR OTHERWISE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

17. Limitation of Liability

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, PREMIERE, ITS AFFILIATES OR ITS BUSINESS PARTNERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL, ECONOMIC, CONSEQUENTIAL, OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY, EVEN IF FORESEEABLE AND EVEN IF PREMIERE, ITS AFFILIATES OR ITS BUSINESS PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR DESTRUCTION OF THE SERVICES), ARISING FROM OR IN ANY WAY RELATING, DIRECTLY OR INDIRECTLY, TO: (A) THE SERVICES (INCLUDING, WITHOUT LIMITATION, ALL MATERIALS, INFORMATION, LINKS, MESSAGES, PRODUCTS, SERVICES, WIDGETS, AND OTHER MATERIALS CONTAINED ON AND/OR OBTAINED THROUGH THE SERVICES); (B) YOUR USE OF, INABILITY TO USE, OR PERFORMANCE OF, THE SERVICES; (C) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY PREMIERE, ITS AFFILIATES OR ITS BUSINESS PARTNERS, OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SERVICES; (D) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (E) ANY ERRORS OR OMISSIONS IN ANY OF THE SERVICES OR THE SERVICES’ TECHNICAL OPERATION; OR (F) ANY LOSS OR DAMAGE OF ANY KIND, INCLUDING WITHOUT LIMITATION LOSS OR DAMAGE TO ANY PERSON’S DEVICE, HARDWARE, SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY, INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS OR MALWARE, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION.

YOUR SOLE REMEDY FOR DISSATISFACTION WITH ANY PORTION OF THE SERVICES IS TO STOP USING THE SERVICES, AND THE SOLE AND EXCLUSIVE MAXIMUM AGGREGATE LIABILITY TO THE THIS PREMIERE PARTIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL BE THE GREATER OF TEN DOLLARS ($10) OR THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO USE THE SERVICES DURING THE PAST TWELEVE (12) MONTHS.

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF ANY ACTS OR OMISSIONS BY PREMIERE, ITS AFFILIATES OR ITS BUSINESS PARTNERS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OR USE OF THE SERVICES OR ANY WEB SITE, PROPERTY, PRODUCTION, FILM, PRODUCT, SERVICE, OR OTHER MATERIALS OWNED OR CONTROLLED BY PREMIERE, ITS AFFILIATES OR ITS BUSINESS PARTNERS.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

18. Indemnity

BY USING THE SERVICES, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY AND HOLD PREMIERE, ITS AFFILIATES OR ITS BUSINESS PARTNERS HARMLESS WITH RESPECT TO ALL CLAIMS, DEMANDS, DAMAGES, LOSSES, INVESTIGATIONS, LIABILITIES, JUDGMENTS, SETTLEMENTS, COSTS (INCLUDING ATTORNEYS’ FEES), OR OTHER EXPENSES THAT DIRECTLY OR INDIRECTLY ARISE FROM OR ARE OTHERWISE DIRECTLY OR INDIRECTLY RELATED TO (A) YOUR BREACH OR ANTICIPATORY BREACH OF THESE TERMS OR ANY REPRESENTATIONS OR WARRANTIES MADE BY YOU HEREIN, (B) YOUR USE OF THE SERVICES OR ACTIVITIES IN CONNECTION WITH THE SERVICES; (C) YOUR CONTENT AND USE OF WIDGETS; (D) YOUR VIOLATION OF ANY LAW, RULE, REGULATION, CODE, STATUTE, ORDINANCE, OR ORDER OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL AUTHORITY, INCLUDING, WITHOUT LIMITATION, ALL EXECUTIVE, REGULATORY, ADMINISTRATIVE, AND LEGISLATIVE AUTHORITIES; (E) INFORMATION OR MATERIAL TRANSMITTED THROUGH YOUR COMPUTER OR YOUR ACCOUNT, EVEN IF NOT SUBMITTED BY YOU, THAT INFRINGES, VIOLATES, OR MISAPPROPRIATES, ANY COPYRIGHT, TRADEMARK, TRADE SECRET, TRADE DRESS, PATENT, PUBLICITY, PRIVACY, OR OTHER RIGHT, OF ANY PERSON, OR IF SUCH MATERIAL DEFAMES ANY PERSON; OR (F) ANY MISREPRESENTATION MADE BY YOU.
YOU AGREE TO COOPERATE FULLY WITH PREMIERE, ITS AFFILIATES OR ITS BUSINESS PARTNERS IN THE DEFENSE OF ANY CLAIM. IF PREMIERE, ITS AFFILIATES OR ITS BUSINESS PARTNERS REQUEST FOR YOU TO DEFEND ANY SUCH ACTION, SUIT OR CLAIM, THOSE PARTIES WILL HAVE THE RIGHT TO PARTICIPATE IN THE DEFENSE THEREOF OR TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU. YOU AGREE NOT TO SETTLE ANY CLAIMS WITHOUT THE PRIOR WRITTEN CONSENT OF A DULY AUTHORIZED EMPLOYEE OF PREMIERE, ITS AFFILIATES OR ITS BUSINESS PARTNERS.

19. Miscellaneous Provisions

You authorize us to provide information concerning you and your activities to comply with applicable laws or respond to court orders, subpoenas, or other lawful requests, or if we believe doing so would protect your safety or that of another person or protect the security of the Site, or as otherwise described in the Privacy Policy.

You agree that we may provide you notice by attempting to contact you using the contact information you have provided to us or by posting notice on the relevant portion of the Site. If you do not provide us with accurate contact information, we will not be responsible for failure to notify you.

These Terms, including any additional terms or policies posted on the Site, constitute the entire agreement between you and us, and supersede all prior agreements, with respect to the subject matter hereof. Any provisions of these Terms that, by their terms, ought to survive, shall survive any termination of these Terms. Our failure to exercise or enforce any right or provision in these Terms will not constitute a waiver of such right or provision. Nothing in these Terms affects any non-waivable statutory rights that apply to you. If any part of these Terms is determined to be invalid or unenforceable under applicable law, that provision will be removed, and the remainder of the Terms will continue to be valid and enforceable.

20. Governing Law.

You expressly agree that the laws of the State of California, excluding its conflicts of law rules, govern these Terms (including their validity and interpretation), your use of the Services, and all causes of action (whether sounding in contract or tort) arising out of or relating in any way to these Terms. You further agree that the exclusive jurisdiction for any proceeding arising out of or relating in any way to these Terms or your use of the Services will be the state and federal courts located within the Central District of California. You hereby waive the right to object to the foregoing choice of law, personal jurisdiction or venue.

All questions regarding the Terms of Use should be directed to Premiere at: info@premieredigital.net