- Your Acceptance
- To use the Website, you must either be at least 18 years of age, an emancipated minor, or the age of majority in your jurisdiction of residence (whichever is greater); or, if you are between the ages of 13 and the age of majority and are not an emancipated minor, you must have the consent of your parent or legal guardian to use the Website. If you are under 13 years of age, please do not use the Website.
- The Discover Tool
- The Discover Tool. As part of the Website, you will have the ability to search through numerous video creators (“Creators”) and their content (“Content”), based on audience size, view count, and categories via Pub’s discover feature hosted by Pub, which utilizes public data from YouTube’s API Services (the “Discover Tool”). By using the Discover Tool, you agree to be bound by YouTube’s Terms of Service, located at https://www.youtube.com/t/terms. To use the Discover Tool, you first select the category of Content (i.e Lifestyle, Entertainment etc.), then the Audience Size (i.e. subscriber count), followed by the Average View Count (i.e. how many people have viewed that Content) (collectively, “Your Specifications”). From there, you’ll be presented with a directory of various Content based on Your Specifications. Once you find Content that you’re interested in (the “Content of Interest”), you will then select the “Inquire About Licensing” button, which will prompt you for your email address, and company name, and acquisition budget. With this information, and by using the “Inquire” button to notify us of the Content of Interest, you grant Pub the right to contact the corresponding Creator on your behalf to see if the Creator is potentially interested in licensing the Content of Interest or any other Content (the “Inquiry”), however, Pub makes no guarantee that the Inquiry will result in any licensing agreement or deal between you or the Creator.
- search and discover Content on the Website;
- notify Pub of the Content of Interest via the “Inquire About Licensing” button.
- Restrictions. In using the Website and Service you represent and warrant that you will not:
- i. distribute in any medium any part of the Website, or the Content without Pub's prior written authorization, unless Pub makes available the means for such distribution through functionality offered by the Website;
- alter or modify any part of the Website;
- access Content through any technology or means other than the video playback pages of the Discover Tool itself, or other explicitly authorized means Pub may designate;
- the sale of access to the Discover Tool;
- any use that Pub expressly authorizes in writing.
- use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Discover Tool or Website in a manner that sends more request messages to the Pub servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser.
- collect or harvest any personally identifiable information from the Website, nor to use the communication systems provided by the Website for any commercial solicitation purposes;
- solicit, for commercial purposes or otherwise, any Creators on the Website, with respect to their Content outside of the Website or offline;
- use the Website to encourage any competitive, illegal, fraudulent, abusive, or other activities that interfere with the business or activities of Pub;
- reverse-engineer the Website in order to find limitations, vulnerabilities, or evade filtering capabilities;
- launch or facilitate, whether intentionally or unintentionally, a denial of service attack on any of the Website or any other conduct that materially and adversely impacts the availability, reliability, or stability of the Website; and/or
- transmit any material that contains viruses, Trojan horses, spyware, worms or any other malicious, harmful, or deleterious programs.
Except as agreed by Pub and you in writing, Pub may periodically delete your Customer Data. Further, data storage is not guaranteed by us and you agree that we will not have any liability whatsoever for any damage, liabilities, losses, or any other consequences that you may incur relating to the loss or deletion of Customer Data.
You further acknowledge and agree that we may grant access to or may disclose Customer Data, including the content of communications stored on our systems, if: (i) we believe that disclosure is reasonably necessary to comply with any applicable law, regulation, legal process or government request, (ii) to enforce our agreements and policies, (iii) to protect the security or integrity of the Website, (iv) or to protect ourselves, our other customers, or the public from harm or illegal activities.
- Ownership and Confidentiality:
- Feedback. If you provide feedback, questions, comments, suggestions, ideas, or other information to us regarding the Website, Content, or the Discover Tool (collectively, “Feedback”), you acknowledge that the Feedback is non-confidential and authorize use of that Feedback without restriction and without acknowledgment, payment or other compensation to you. Accordingly, you hereby grant to us perpetual and irrevocable license to use the Feedback for any purpose, commercial or otherwise.
- Use of Marks. Subject to the terms of this Agreement, and following your use of the “Inquire” button within the Discover Tool, you (the “Licensor”) grant Pub (the "Licensee") the right to use and display Licensor's name and logo (the “Licensor Marks”) on its website, in other promotional materials, and in Licensee’s communications with the relevant Creator, solely in connection with its activities under this Agreement. Licensee will not use, register or take other action with respect to any of the Licensor Marks, except to the extent authorized in advance writing by Licensor. In its efforts, Licensee will always use the then-current Licensor Marks and will not add to, delete from or modify any of Licensor Marks. Licensee will not, at any time, misrepresent its relationship with Licensor.
- Ownership. As between the parties, Pub exclusively owns and reserves all right, title and interest in and to the Website and Pub’s Confidential Information. For clarity, Pub does not own any right or title to the Content, does not represent the Creators, nor does it possess any right to license the Content. Customer exclusively owns and reserves all right, title and interest in and to the Customer Data, and your Confidential Information.
- Confidentiality. “Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure including but not limited to all information covered by applicable privacy laws and any proprietary and confidential information of the disclosing party or its Affiliates, including, without limitation, Customer Data, documentation, phone numbers, concepts, processes, plans, designs and other strategies, “know how”, financial and other business and/or technical information and materials of the disclosing party and its Affiliates. Confidential Information does not include any information which: (i) is publicly available through no breach of this Agreement or fault of receiving party; (ii) was properly known to receiving party, without restriction to the knowledge of the receiving party, prior to disclosure by the disclosing party; (iii) was properly disclosed to receiving party, without restriction to the knowledge of the receiving party, by another person without violation of disclosing party's rights; or (iv) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
- Injunctive Relief.The parties expressly acknowledge and agree that no adequate remedy exists at Law for an actual or threatened breach of Section 4(e) and that, in the event of an actual or threatened breach of the provisions of Section 4(e), the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Section 4(d).
- Representations and Warranties. Power and Authority. Each party represents and warrants to the other party that it has sufficient rights and authority to enter into this Agreement, and to grant the rights and assume all of their respective rights and obligations set forth herein. The person using this Website of its respective party represents and warrants that it has the authority to execute and bind its respective party to this Agreement.
- Disclaimer.YOU AGREE THAT YOUR USE OF THE WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, PUB, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. PUB MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE, THE CONTENT, THE DISCOVER TOOL, OR THE MATERIAL OR CONTENT OF ANY SITES LINKED TO THIS WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR THE WEBSITE OR DISCOVER TOOL BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. PUB DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY CONTENT, PRODUCT, OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND PUB WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE USE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
Limitation of Liability
- INDIRECT DAMAGES: a. INDIRECT DAMAGES: EXCEPT FOR LIABILITY ARISING FROM VIOLATIONS OF SECTIONS 2(C) (RESTRICTIONS), 4 (OWNERSHIP AND CONFIDENTIALITY) OR 7 (INDEMNIFICATION), IN NO EVENT SHALL PUB, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT OR THE WEBSITE, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
- DIRECT DAMAGES. b. EXCEPT FOR LIABILITY ARISING FROM VIOLATIONS OF SECTIONS 2(C) (RESTRICTIONS), 4 (OWNERSHIP AND CONFIDENTIALITY) OR 7 (INDEMNIFICATION), UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL PUB BE LIABLE TO YOU FOR ANY DIRECT DAMAGES, COSTS OR LIABILITIES IN EXCESS OF ONE THOUSAND DOLLARS ($1,000).
- Miscellaneous.This Agreement (including any exhibit attached hereto) constitutes the entire agreement between the parties with regard to the subject matter hereof. The relationship of the parties hereunder is that of independent contractors, and this Agreement will not be construed to imply that either party is the agent, employee, or joint venture of the other. In the event that any provision or provisions of this Agreement will be held to be unenforceable, this Agreement will continue in full force and effect without said provision and will be interpreted to reflect the original intent of the parties. Nonperformance of either party under this Agreement shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, governmental acts or orders or restrictions, failure of suppliers, or contractors, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party. Unless otherwise agreed to by the parties, each party will be responsible for the costs and expenses incurred by it in connection with this Agreement. This Agreement will be governed by laws of the State of Texas, without regard to its conflict of laws principles. The parties consent to the personal and exclusive jurisdiction of courts located in the County of Austin, Texas. Each party waives a jury trial in any matter arising out of or relating to this Agreement. Neither party may assign this Agreement (by operation of law or otherwise) without the prior written consent of the other party, and any prohibition assignment or sublicense will be null and void. Notwithstanding the foregoing, either Party may assign this Agreement to an affiliate or in the event of a merger, sale, or acquisition of all or substantially all of the assigning party’s assets or stock. This Agreement will be binding upon and will inure to the benefit of the parties permitted successors and/or assignees. Waiver by either party of a breach of any provision of this Agreement or the failure of either party to exercise any right hereunder will not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right. This Agreement may be executed and delivered in one or more counterparts, by facsimile, email, in person or otherwise, each of which will be deemed an original, but all of which together will constitute one and the same instrument.