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Posting Terms of Service

 


This Terms of Service (the "Agreement") sets forth the terms and conditions that apply to your access to and use of internet marketing services by SuccessWorks, Inc. ("SuccessWorks, Inc.", "we", "our" or "us"), including without limitation the services that enable you to display, promote and use videos for online marketing purposes (the "Services").

BY EXECUTING A SUBSCRIPTION THAT REFERENCES THIS AGREEMENT (THE "SUBSCRIPTION"), YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

SuccessWorks, Inc. may update this Agreement at any time, without notification to you, and you should review this Agreement and the   from time to time by accessing the Services. Your continued use of the Services and/or the Services shall be deemed irrevocable acceptance of any such revisions. Before you continue, you should print or save a local copy of this Agreement for your records.

Ability to Enter into this Agreement

In order to enter into this Agreement, you must have reached the legal age of majority in your jurisdiction of residence or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in this Agreement, and to abide by and comply with this Agreement. It is your responsibility to ensure that you are legally eligible to enter into this Agreement under any laws applicable to you in your jurisdiction of residence or otherwise. If you accept this Agreement, you represent that you have the capacity to be bound by it.

Your Profile Information and Account

Your right to access and use the Services is personal to you and is not transferable by you to any other person or entity. You are solely responsible for all activities that occur under your Account or under your Profile Information. If you become aware of any unauthorized use of your Account Information, you are responsible for notifying SuccessWorks, Inc. immediately.

By providing us with your e-mail address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate.

Fees

You shall pay all fees specified in any Subscription. We will charge you an annual or monthly fee based on the features of your selected subscription level, and any additional features, integrations add-ons or modifications to the Services, your Account or your Subscription that you select.

We reserve the right to modify our billing rates at any time upon thirty (30) days written notice by posting such fee changes on our web site.

Intellectual Property Rights

All right, title, interest and ownership and intellectual property rights in and to the SuccessWorks, Inc. trademarks, including but not limited to its "look and feel" (e.g., text, graphics, images, logos, buttons, icons and the placement and layout thereof), images, video, audio, data, content, software (including html-based computer programs) and other media, material or information, are and will remain the property of SuccessWorks, Inc. or its software or content suppliers. Our intellectual property is protected under United States and international copyright, trademark and other laws and treaties.

Subject to the terms and conditions of this Agreement, SuccessWorks, Inc. grants to you, during the term of this Agreement, a non-transferable, non-sublicensable, non-exclusive, revocable, limited-purpose right to access and use the Services that are subject to a valid Subscription.

You acknowledge that any ideas, suggestions, concepts, processes or techniques which you provide to SuccessWorks, Inc. related to the Services, or SuccessWorks, Inc. or its business ("Feedback") shall become SuccessWorks, Inc.'s property without any compensation or other consideration payable to you by SuccessWorks, Inc., and you do so of your own free will and volition. SuccessWorks, Inc. may or may not, in its sole discretion, use or incorporate the Feedback in whatever form or derivative SuccessWorks, Inc. may decide to incorporate into its Services, its software, documentation, business or other products, or any future versions or derivatives of the foregoing. You hereby assign all rights on a worldwide basis in perpetuity to SuccessWorks, Inc. in any Feedback and, as applicable, waive any moral rights.

SuccessWorks, Inc. owns any test results, data information and other output generated by your use of the Services during the term of this Agreement. You may not disclose to any third party any test results or performance information regarding the Services, whether generated by you, SuccessWorks, Inc. or a third party, except where expressly permitted.

Confidential Information

You agree to safeguard, keep secret and not to disclose to any third party, any Confidential Information acquired, learned or provided from SuccessWorks, Inc. during the term of this Agreement or following the expiration or termination of this Agreement. "Confidential Information" means any information marked confidential or that ought reasonably to be considered confidential under the circumstances and includes, without limitation, any business plans, customer lists, operation procedures, trade secrets, design formulas and programming code, know-how and processes, computer programs and inventions, discoveries, and improvements of any kinds.

Acceptable Use and Conduct:

You agree that that you will not use the Services in a manner that:

          •(a) infringes, violates or misappropriates any third party's intellectual property or proprietary rights;


          •(b) contains software viruses, Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;


          •(c) except where expressly permitted, engages in spamming, "chain letters", "pyramid schemes", advertisement of illegal or controlled products, or other advertising or marketing activities that violate this Agreement, or any applicable laws, regulations or generally-accepted advertising or marketing industry guidelines;


          •(d) is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes;


          •(e) is libelous or defamatory, or that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or is invasive of another's privacy;


          •(f) is harmful to minors in any way;


          •(g) is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by SuccessWorks, Inc.;


          •(h) impersonates a SuccessWorks, Inc. employee, or any other person, or falsely states or otherwise misrepresents your affiliation with any person or entity, or to obtain access to the Services or a portion thereof without proper authorization;


          •(i) interferes or attempts to interfere with the proper working Services or prevents others from using the Services, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack), or that otherwise negatively affects other persons' ability to use the Services, or inadvertently or intentionally disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of the Services or any other system in use by another user of SuccessWorks, Inc.;


          •(j) uses any manual or automated means, including agents, robots, scripts, or spiders, to monitor or copy the Services or the content contained therein;


          •(k) facilitates the unlawful distribution of copyrighted Content;


          •(l) licenses, sublicenses, rents or leases the Services to third parties, uses the Services for third party training, commercial time-sharing or service bureau use, or otherwise makes the Services available to third parties or otherwise commercially exploits the Services;


          •(m) includes personal or identifying information about another person in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of content transmitted to users;


          •(n) constitutes or contains any form of advertising or solicitation to users who have requested not to be contacted about other Services, products or commercial interests;


          •(o) stalks or otherwise harasses anyone with information obtained from our Services;


          •(p) collects, uses or discloses data, including personal information, about users without their informed consent or for unlawful purposes or in violation of applicable law or regulations;


          •(q) requests, solicits or otherwise obtains access to usernames, passwords or other authentication credentials from any user of our Services for the purposes of automating logins to our website/s;


          •(r) attempts to gain unauthorized access to the computer systems of SuccessWorks, Inc. or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of our Services;


          •(s) posts adult or pornographic content;


          •(t) decompiles or reverse engineers or attempt to access the source code of the software underlying the Services, or any other SuccessWorks, Inc. technology;


          •(u) copies, archives, stores, reproduces, rearranges, modifies, downloads, uploads, creates derivate works from, displays, performs, publishes, distributes, redistributes or disseminates all or any part of our Services;


          •(v) accesses our Services for the purposes of building a product using similar ideas, features, functions, interface or graphics as those found in the Services;


          •(w) accesses our Services for the purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; or


          •(x) accesses our website/s to upload any content or computer code for the purposes of: (i) causing a breach of security; (ii) interfering with the proper working, functionality or performance of our website/s; or (iii) preventing others from accessing or using our Services.


Disclaimer of Warranties

YOUR USE OF THE SERVICES AND ALL CONTENT FORMING PART OF OR RELATED TO THE SERVICES, INCLUDING ANY CONTENT UPLOADED TO OUR WEBSITE/S AND ANY THIRD PARTY SOFTWARE AND CONTENT, ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. SUCCESSWORKS, INC. EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT.

SUCCESSWORKS, INC. DISCLAIMS ANY WARRANTY THAT THE SERVICES, INCLUDING WITHOUT LIMITATION ANY THIRD PARTY SOFTWARE AND CONTENT, WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVERS THAT MAKES THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU AGREE THAT FROM TIME TO TIME SUCCESSWORKS, INC. MAY SUSPEND THE SERVICES FOR INDEFINITE PERIODS OF TIME WITHOUT NOTICE TO YOU. YOUR ACCESS AND USE OF THE SERVICES MAY BE INTERRUPTED FROM TIME TO TIME FOR ANY OF SEVERAL REASONS, INCLUDING, WITHOUT LIMITATION, THE MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE WEBSITE/S OR OTHER ACTIONS THAT SUCCESSWORKS, INC., IN ITS SOLE DISCRETION, MAY ELECT TO TAKE. SUCCESSWORKS, INC. MAKES NO GUARANTEE REGARDING: (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY CONTENT); OR (B) THE COMPATIBILITY OF YOUR SOFTWARE, HARDWARE OR CONTENT WITH THE SERVICES.

SUCCESSWORKS, INC. IS NOT RESPONSIBLE FOR THE ACTS OR OMISSIONS OF, OR FOR THE FAILINGS OF, ANY THIRD-PARTY PROVIDER OF ANY CONTENT, SERVICE, NETWORK, SOFTWARE OR HARDWARE, INCLUDING BUT NOT LIMITED TO, INTERNET SERVICE PROVIDERS, HOSTING SERVICES UTILIZED BY SUCCESSWORKS, INC., TELECOMMUNICATIONS PROVIDERS, CONTENT PROVIDED BY OTHER USERS, OR ANY SOFTWARE OR HARDWARE NOT PROVIDED BY SUCCESSWORKS, INC..

SUCCESSWORKS, INC. DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR ANY UNAUTHORIZED USE OF ANY CONTENT BY THIRD PARTIES OR OTHER USERS OF OUR SERVICES AND IS NOT RESPONSIBLE FOR PROTECTING YOUR INFORMATION.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SUCCESSWORKS, INC. SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

THE SERVICES ARE OFFERED AND CONTROLLED BY SUCCESSWORKS, INC. IN THE UNITED STATES. SUCCESSWORKS, INC. MAKES NO REPRESENTATIONS THAT THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. THOSE WHO ACCESS OR USE OUR SERVICES FROM OTHER JURISDICTIONS DO SO AT THEIR OWN VOLITION AND ARE RESPONSIBLE FOR COMPLIANCE WITH LOCAL LAW.

Third Party Services and Content

Our Services may permit you to link to other resources on the Internet, and other resources may contain links to other web sites. These other web sites are not under SuccessWorks, Inc.'s control, and you acknowledge that SuccessWorks, Inc. is not responsible or liable for any third party content, including but not limited to the accuracy, integrity, quality, usefulness, legality, appropriateness, safety or intellectual property rights of or relating to such third party content or any other aspect of such web sites or resources. The inclusion of any such link does not imply endorsement by SuccessWorks, Inc. or any association with its operators. You further acknowledge and agree that SuccessWorks, Inc. shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such third party content, goods or Services available on or through any such web sites or resource. Access and use of third party sites, including the information, material, products and third party sites or available through third party sites, is solely at your own risk.

Limitation of Liability

YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, BREACH OF WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT, SHALL SUCCESSWORKS, INC. OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY ACTING ON YOUR BEHALF FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR THE COST OF ANY SUBSTITUTE EQUIPMENT, FACILITIES OR SERVICES (EVEN IF SUCCESSWORKS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF OR YOUR INABILITY TO USE THE SERVICES, OR FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY SUBSCRIPTION. SUCCESSWORKS, INC.'S LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE LESSER OF: (A) $100; AND (B) THE TOTAL AMOUNTS YOU PAID TO SUCCESSWORKS, INC. IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE OCCURRENCE OF LOSS OR DAMAGE. TO THE EXTENT ANY PROVINCE, STATE OR JURISDICTION DOES NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SUCCESSWORKS, INC.'S LIABILITY IN SUCH PROVINCE, STATE OR JURISDICTION SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

THE FOREGOING LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO ANY DAMAGES INCURRED BY REASON OF ANY CONTENT OR SERVICES PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN SUCCESSWORKS, INC. AND RECEIVED BY YOU THROUGH OR ADVERTISED ON ANY SITE OR RECEIVED BY YOU ON ANY THIRD PARTY SITES. YOU ALSO AGREE THAT SUCCESSWORKS, INC. WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS THE RESULT OF ANY INTERACTIONS OR DEALINGS WITH ADVERTISERS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON OUR WEBSITE/S.

SuccessWorks, Inc. reserves the right to modify, suspend or discontinue the Services, or any portion thereof, with or without notice at any time and for any reason, including, but not limited to, a failure to comply with the terms of this Agreement. SuccessWorks, Inc. shall have no liability whatsoever for any damages, liabilities, losses or any other consequences that you may incur as a result of any such modification, suspension or discontinuance.

Indemnity

You agree to indemnify, defend, and hold harmless SuccessWorks, Inc., and its subsidiaries, affiliates, co-branders, all third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable attorneys' fees) arising out of or relating to this Agreement or the Services, including but not limited to in relation to: (a) your use, non-use or misuse of, or connection to the Services, and any content, including without limitation any information, third party Content, forming part of the Services; (b) your breach or alleged breach of this Agreement; and (c) your violation of any rights, including intellectual property rights, of a third party. SuccessWorks, Inc. reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify SuccessWorks, Inc. and you agree to cooperate with SuccessWorks, Inc.'s defense of these claims. You agree not to settle any matter without the prior written consent of SuccessWorks, Inc.. SuccessWorks, Inc. will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Cancellation and Termination

You may cancel your paid subscription at any time after the first twelve months of Service. To do this, notify SuccessWorks, Inc. via email to kent@successworksinc.com.

You will remain liable for all charges accrued on your Account up to the time that you cancel, including full fees for the period in which you canceled your Account. SuccessWorks, Inc. is under no obligation to store any information you use and may delete your Account and your information immediately upon cancellation. SuccessWorks, Inc. may keep your Account and your information indefinitely following cancellation.

SuccessWorks, Inc. reserves the right at any time, and without cost, charge or liability, to terminate this Agreement at its sole discretion for any reason, including, but not limited to, a failure to comply with the terms of this Agreement. SuccessWorks, Inc. also reserves the right to deny access to anyone, including, but not limited to those users who use proxy servers and/or IP addresses residing in certain geographical areas outside of Canada and the United States. SuccessWorks, Inc. reserves the right to terminate any portion of the Services at any time, for any reason, with or without notice.

Miscellaneous

If there is any dispute between you and SuccessWorks, Inc. about or involving this Agreement, or the Services, you hereby agree that the dispute shall be governed by and construed in accordance with the laws of the Florida, United States of America, without regard to its conflict of law provisions. You hereby agree to submit to the exclusive jurisdiction of the courts in Florida with respect to any claim, proceeding or action relating to or otherwise arising out of this Agreement, or the Services, howsoever arising, provided always that SuccessWorks, Inc. may seek and obtain injunctive relief in any jurisdiction.

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

You agree that this Agreement is specifically enforceable by injunctive relief and other equitable remedies without proof of monetary damages.

You agree that if SuccessWorks, Inc. does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which SuccessWorks, Inc. has the benefit of under any applicable law), this will not be taken to be a formal waiver of SuccessWorks, Inc.'s rights and that those rights or remedies will still be available to SuccessWorks, Inc..

The sections of "Intellectual Property Rights", "Confidential Information", "Disclaimer of Warranties", "Third Party Services and Content", "Limitation of Liability", "Indemnity" and "Miscellaneous" will survive any actual or purported termination or expiry of this Agreement and continue in full force and effect.