Pub Terms of Service

Last Updated May 1, 2019
Welcome to Pub.

The following Terms of Service govern your use of the Services. The term “Services” includes, without limitation, any and all mobile or desktop applications, websites, digital marketplaces, Digital Licenses (defined below), search features, over-the-top-platforms, software, social media accounts, profiles, and any other products, materials, or services made available by Pub on, from, or through the websites (collectively, the “Website”) of Pub Media Corp, and any subsidiary or affiliate owned or operated by Pub Media Corp (collectively, “Pub”). Please carefully read these Terms of Service before using the Services.

  1. Your Acceptance
    1. By accessing the Website or using the Services you signify your agreement to (1) these terms and conditions (the "Terms of Service" or “Agreement”), and (2) Pub’s Privacy Policy, located at https://pubmedia.co/privacy which incorporated herein by reference. If you do not agree to any of these terms, or the Privacy Policy, please do not use the Services.
    2. To be eligible to register for a Pub account and use the Services, you must review and accept the terms of this Agreement by checking the “I Agree” box or other mechanism provided. PLEASE REVIEW THESE TERMS CAREFULLY. ONCE ACCEPTED, THESE TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND PUB. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT CHECK THE “I AGREE” BOX AND YOU SHOULD NOT USE SERVICES.
    3. In this Agreement, “we,” “us,” “our” or “Pub” refers to Pub., and any subsidiary of affiliate owned or operated by Pub. The terms “you,” and “your” will refer to you. If you are registering for a Pub account or using the Services on behalf of an organization, you are agreeing to these terms on behalf of that organization and promising Pub that you have the authority to bind that organization to these Terms of Service (in which case, the terms “you” and “your” will refer to that organization). The exception to this is if that organization has a separate contract with Pub covering your account and use of the Services, in which case that contract will govern your account and use of the Services. Additionally, the terms “Licensor” and “Licensee” will also refer to you depending on whether you use the Services to license your Content to others (Licensor), or purchase Digital Licenses (as defined below) to use others’ Content (Licensee). In the event you license your Content to others, and purchase Digital Licenses to use others’ Content, the terms “Licensor” and “Licensee” will refer to you. For the avoidance of doubt, by entering this Agreement, you acknowledge and agree that you are entering into a tri-party agreement with Pub and i) each Licensee who licenses your Content (as defined below) if you are a Licensor, and ii) each Licensor whom you license Content from if you are a Licensee. Additionally, in the event Licensor uploads its own terms and conditions to the Website (“Licensor Terms”), such Licensor Terms will, in addition to this Agreement, apply to Licensee and govern Licensee’s use of Licensor’s Content. In the event of any direct conflict between this Agreement and the Licensor Terms solely concerning a dispute between Licensor and Licensee, the Licensor Terms shall govern.
    4. Although we may attempt to notify you when major changes are made to these Terms of Service, you should periodically review the most up-to-date version at https://pubmedia.co/terms. Pub may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. Additionally, your continued access or use of the Services constitutes your acceptance of any revisions, changes, or modifications made to the Terms of Service. If you don’t agree to the revisions, you should stop using the Services, as Pub is no longer obligated to continue providing you with the Services.
    5. To use the Services, you must either be at least 18 years of age; or, if you are between the ages of 13 and the age of majority, 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.
  2. The Website, Licensors & Licensees
    1. These Terms of Service apply to all users of the Services, which include content Licensors (i.e. licensors) who submit or upload their Content to the Website, and license their Content on the Website (“Licensors”), and Licensees (i.e. licensees) who purchase Digital Licenses and use the Content for publishing purposes (“Licensees”). “Content” includes all digital media content, including but not limited to photographs, illustrations, video footage, audio visual works, video clips, writings, articles, blogs, digital media works software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, that are uploaded, submitted or otherwise viewable on the Website.
    2. The Website may contain links to third party websites that are not owned or controlled by Pub. Pub does not control, has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third party websites. In addition, Pub will not and cannot censor or edit the content of any third-party site. By using the Website, you expressly relieve, and hold Pub harmless from any and all liability arising from your use of any third-party website.
    3. Accordingly, we encourage you to be aware when you leave the Website and to read the terms and conditions and privacy policy of each other website that you visit.
  3. Your Account
    1. To use the Service, you will be required to create a Pub account. You may never use another's account without permission. You are solely responsible for i) the activity that occurs on your account, ii) your Content and the consequences of submitting and publishing your Content on the Website (if applicable), and iii) you agree to keep your account secure.
    2. As part of the account creation process, you’ll be asked to provide your email address, to which we’ll email you a verification access link to verify that you’re an authorized user. Until you apply for an account, your access to the Website will be limited to what is available to the general public. When registering for an account, you must provide true, accurate, current and complete information about yourself as requested during the account creation process. You must also keep that information true, accurate, current and complete throughout the Term of this Agreement. You may also create multiple accounts as well as sub-accounts.
    3. You are solely responsible for all use (whether or not authorized) of the Services under your account(s) and subaccount(s), including but not limited to the quality and integrity of Customer Data (as defined below). You are also solely responsible for all use and for all acts and omissions of anyone that has access to your account (“Users"). You agree to take all reasonable precautions to prevent unauthorized access to or use of the Service, and to notify Pub promptly of any unauthorized access or use. Pub will not be liable for any loss or damage arising from unauthorized use of your account.
  4. Use of the Services
    1. License. Subject to your strict compliance with these Terms of Service, applicable law, and your payment of any corresponding fees, Pub grants you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to access and use the Services to
      1. upload and submit your Content to the Website and license Content to Licensees;
      2. make the Services available to your Users;
      3. search, and discover Content on the Website;
      4. purchase Digital Licenses;
      5. otherwise use the Services solely in connection with and as necessary for authorized activities under these Terms of Service.
    2. Pub Marketplace. The Services also allow Licensors to upload their own Content to the Website, determine the type of Digital License they want to sell, the Digital License parameters, and the price of their Digital License, while Licensees are able to view and purchase Digital Licenses of such Content (“Pub Marketplace”). You will have the ability to toggle between using Pub Marketplace as a i) Licensor (under the “Create” tab), or ii) a Licensee (under the “License” Tab).
      1. Licensor. Under the Create tab you will be able to select various parameters and license types for your Content in order to create a digital license (a “Digital License”) to be sold in the marketplace. By selling a Digital License, you, as the Licensor, grant the Licensee a limited right to publicly display, perform, copy, transmit, distribute, archive, store and otherwise use such Content on Licensee’s website, or on other approved platforms, in accordance with the applicable parameters listed below:
        1. Exclusive License. When you sell an exclusive license to a Licensee, you agree that you i) have not previously licensed that same unit of Content, or a reasonably similar unit of Content, to any other person or entity, in the same region, and ii) will not license that same unit of Content or a reasonably similar unit of Content, in the same region, to any other Licensees on the Website, on any other website, offline, or in any other way whatsoever, at any time, until the exclusive license expires. Violating this provision may result in Pub suspending your account indefinitely.
          1. Auction and License Now. With an exclusive license, you can choose to sell it i) via an auction to the highest bidder, in which case you will need to enter the Starting Bid (the price at which the bidding will start) and choose the Duration of the Auction (how long will your auction last), or ii) immediately, by selecting “License Now,” in which case you would enter the License Now price.
        2. Non-Exclusive License. If you choose not to sell an exclusive license, you would choose the non-exclusive license, which would allow you to license your Content to an unlimited number of Licensees.
          1. License Now. When selecting a non-exclusive license, you will need to insert a License Now price.
        3. Platforms. This parameter allows you to determine the platforms the Licensees can publish your Content to, which may be any combination of the following:
          1. TV
          2. Digital: Includes websites and over-the-top (OTT) platforms.
          3. Social : Includes social media platforms.
        4. Length of License. This parameter allows you to give your Licensees clear guidelines as to how long they’ll be able to publish and use your Content.
        5. Region. This parameter allows you to dictate in which regions Licensees are able to use your Content. You will have the option of selection various countries, states, or worldwide.
        6. Who Can License Your Content. This parameter allows you to either make your Digital Licenses available to all Licensees on the Website, or only those Licensees you select.
      2. Licensee. Under the License tab, you will see a Content marketplace feed containing Content based on Your Specifications along with Digital Licenses which detail the parameters below. Upon purchasing a Digital License, you will be authorized to use such Content in accordance with the Digital License and this Agreement.
        1. Content Type: Details the type of the Content and its format (i.e. Video/mp4).
        2. License Type: Exclusive or Nonexclusive.
        3. License Category: Commercial or Editorial.
        4. Content Category: Describes the category of the Content (i.e. entertainment, sports, etc.).
        5. Length of License: The length or duration of the license may range from three (3) months to in perpetuity.
        6. Platform: Covers which platforms you will be able to publish the Content to.
        7. Region: Covers the territories you will have the right to publish the Content in.
        8. Place Bid: If the Digital License is being sold through an auction, you can place a bid. If your bid doesn’t meet or exceed the Starting Bid, you will be prompted to increase your bid until it does.
        9. License Now:
          1. Exclusive License: If the license is exclusive and being sold through an auction, you can forgo the auction by selecting License Now, in which you will pay the License Now price.
          2. Non-Exclusive: If the license is non-exclusive, you can purchase it by selecting License Now, in which you will pay the License Now price.
    3. Licensee Requirements. Licensee shall
      1. use the Content in accordance with the Agreement and Digital License;
      2. provide attribution or credit to the Licensor by including the Licensor’s name (as it appears on the Website) in conjunction with the Content. The Licensor’s name must be i) plainly visible to viewers of Licensee’s website where the Content is displayed, ii) in close proximity to the Content; and iii) must be visible to Internet spiders (e.g. Googlebot), and cannot include a “no follow” tag or mechanism. Additionally, for Content use on social or digital platforms, you must include a tag to the Licensor’s Website or a link that takes the viewer back to the Licensor’s website if required by the Digital License.
  5. Use and Storage of Customer Data. You acknowledge that you have read Pub’s Privacy Policy and understand that it sets forth how we will collect, store, and use your Customer Data. “Customer Data" consists of information made available to us through your use of our Service, and the Website, under these Terms of Service, which includes information such as your name, contact information, billing information, search preferences, ratings, as well as the content of any communications sent through or integrated with our Services or the Website, message bodies. If you do not agree to Pub’s Privacy Policy, you must stop using the Website and Service.

    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 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 our Services and the Website, (iv) or to protect ourselves, our other customers, or the public from harm or illegal activities.

  6. Restrictions
    1. General Restrictions: By using the Services, you represent and warrant that you will not:
      1. 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;
      2. alter or modify any part of the Services;
      3. access Content through any technology or means other than the video playback pages of the Website itself, or other explicitly authorized means Pub may designate;
      4. use the Services for any commercial uses unless you obtain Pub's prior written approval, or as otherwise authorized by these Terms of Use;
      5. use or launch any automated system, including without limitation, "robots," "spiders," or "offline readers," that accesses the Services 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;
      6. collect or harvest any personally identifiable information from the Services, nor to use the communication systems provided by the Services for any commercial solicitation purposes;
      7. solicit, for commercial purposes or otherwise, any Licensors, with respect to their Content, separate from the Services or offline or otherwise through circumventing the Website;
      8. use the Services to encourage any competitive, illegal, fraudulent, abusive, or other activities that interfere with the business or activities of Pub;
      9. reverse-engineer the Website in order to find limitations, vulnerabilities, or evade filtering capabilities;
      10. 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
      11. transmit any material to the Services that contains viruses, Trojan horses, spyware, worms or any other malicious, harmful, or deleterious programs.
      12. circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Services or the Content therein.
      13. use any data mining, robots or similar data gathering or extraction methods;
      14. manipulate or otherwise display the Content by using framing or similar navigational technology;
      15. attempt to use or use the Content for any purpose without first purchasing a Digital License; and/or
      16. download, copy, reproduce, distribute, transmit, broadcast, display, sell, or re-transmit any or all of the Content on any other websites or use the Content for any other purpose other than as permitted in this Agreement without the prior written consent of Pub or the respective Licensor as provided via the Service. Pub and the Licensors reserve all rights not expressly granted in and to the Service and the Content.
  7. Content Use Restrictions: You agree that you will not
    1. modify the Content in order to materially change the meaning of the Content. Notwithstanding the foregoing, once a Digital License is purchased, minor formatting changes to the Content, including snipping or shortening, are permitted;
    2. sell, license, lease or in any way commercialize the Content other than as permitted in this Agreement;
    3. not assign nor sub-license any Digital Licenses or any other Content related rights that you procure under this Agreement;
    4. use the Content in violation of this Agreement;
    5. use the Content in a unlawful manner, or in violation of applicable law, including, without limitation, those relating to the Internet, data transmission, e-mail, privacy, and the transmission of technical data exported from the United States;
    6. associate the Content with any material whatsoever containing illicit, sexually explicit, harmful, pornographic, immoral, indecent, dangerous, hateful, defamatory, or discriminatory actions, images, information, video, themes, text, or audio, or material that Pub or the Licensor reasonably believes degrades, intimidates, incites violence against, or encourages prejudicial action against anyone based on age, gender, race, ethnicity, national origin, religion, sexual orientation, disability, geographic location or other protected category;
    7. use Content marked or designated as “editorial” for any commercial, promotional, advertorial, endorsement, advertising or merchandising purpose, unless additional rights are specified on the Digital License, or granted pursuant to a separate license agreement; and/or
    8. use the Content for promotional use. However, the placement of linear promotional material or advertising before, after, or around the Content will not be deemed a promotional use prohibited by this Agreement.
  8. Content Submission Restrictions: By submitting, uploading, or licensing any Content on the Website, you represent and warrant that you will not
    1. submit, upload, or make available via the Services any Content that contains third party copyrighted material, is subject to a third party’s copyright, is protected by third party’s trade secret or is otherwise subject to third party proprietary rights, including but not limited to intellectual property rights and personal rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Pub all of the rights required for Pub to provide and support the Services;
    2. submit to the Website any Content or other material that includes illicit activities, pornography or sexually explicit content, harmful or dangerous acts, hateful, defamatory, offensive, discriminatory, or otherwise malicious acts or speech, or acts or speech in violation of applicable laws and regulations;
    3. use the Services to transmit any material or Content that is, facilitates, or encourages libelous, defamatory, discriminatory, or otherwise malicious or harmful speech or acts to any person or entity, including but not limited to hate speech, and any other material that Pub reasonably believes degrades, intimidates, incites violence against, or encourages prejudicial action against anyone based on age, gender, race, ethnicity, national origin, religion, sexual orientation, disability, geographic location or other protected category; and/or
    4. use the Services to transmit any material or Content that is offensive, inappropriate, pornographic, obscene or otherwise objectionable to any person or entity.
  9. Fees.
    1. Fees. Licensees agree to pay all fees in connection with the purchasing of a Digital License which includes the Digital License Fee and the Broker Fee (collectively, the “Fees”), which are subject to change. The Digital License Fee is the fee the Licensor sets the Licensor’s Digital License. The Broker Fee is a percentage of the Digital License Fee, which Pub will charge Licensees for each Digital License that is purchased in the Pub Marketplace. Unless otherwise agreed to by the parties in writing, the Broker Fee will not exceed thirty percent (30%) of the Digital License Fee. In the event you utilize any Pub application programmable interfaces, or any other technology requiring a software integration, you may be subject to additional fees as specified in a separate addendum.
    2. Taxes. You are responsible for and shall pay all applicable taxes related to your use of the Website or Service. This includes all federal, state and local taxes, fees, charges, or other similar exactions, imposed on or with respect to the Website or Service whether these taxes are imposed directly on you or on Pub and include, but are not limited to, sales and use taxes, utility user’s fees, excise taxes, VAT, any other business and occupations taxes (collectively, “Taxes”). For the purposes of this section, Taxes do not include any taxes that are imposed on or measured by the net income, property tax or payroll taxes of Pub.
    3. Payment. Unless otherwise agreed in writing, all Fees due under these Terms of Service are payable in United States dollars (USD) and are due net thirty (30) days from the invoice date. Payment obligations are non-cancellable, and fees paid are non-refundable. If you are overdue on any payment, then Pub may assess and you will pay a late fee of the lesser of 1.5% per month or the maximum amount allowable by Law. Pub will endeavor to pay Licensor the Digital License Fee within thirty (30) days from the end of the month in which a Digital License was purchased.
    4. Suspension Due to Non-Payment. If you fail to pay any amounts due by you under this Section 7, we may suspend your account’s access to the Website and the Service without prior notice to you. We will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur with connection with any suspension of the Website or Services pursuant to this Section.
  10. Ownership and Confidentiality
    1. Ownership.
      1. Website and Services. As between you and Pub, Pub exclusively owns and reserve all right, title and interest in and to the Website and the Services.
      2. Content. As between Licensors, Pub, and Licensees, Licensors will retain all ownership rights, title, and interest in and to their Content. For clarity, all intellectual property rights to the Content shall remain the Licensor’s (the copyright holder of the Content) property in full and nothing in this Agreement shall transfer any copyright, intellectual property right, nor title, nor interest in or to the Content, except as permitted in this Agreement. Additionally, by submitting, uploading, or posting your Content to the Website, you grant Pub a world-wide, nonexclusive right to use, host, perform, and display your Content on the Website. You also grant Pub the right to use the name that you submit in connection with such Content, for attribution purposes, if applicable. Depending on the type of Digital License you select, you also grant each Licensee that purchases your Digital Licenses the right to access your Content through the Website, and to use, reproduce, distribute, display and perform such Content as permitted by and in accordance with your Digital License and this Agreement.
    2. Use of Marks. Subject to the terms of this Agreement, you grant Pub the right to use and display your name and/or logo (the “Marks”) on the Website, and in promotional materials solely in connection with your activities under this Agreement. All such use of the Marks will be in accordance with your usage guidelines, if any, and will inure to your benefit. Pub will not use, register or take other action with respect to any of the Marks, except to the extent authorized in advance with your prior written approval. In its efforts, Pub will always use the then-current Marks and will not add to, delete from or modify any of the Marks. Pub will not, at any time, misrepresent its relationship with you. The trademark license described in this Section 8 (b) will terminate within fifteen (15) days following the termination of this Agreement.
    3. Confidentiality.
      1. Definition. “Confidential Information” means any information or data, regardless of whether it is in tangible form, disclosed by any 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 (the “Discloser”), including, without limitation, customer lists, pricing, 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. 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 Discloser; (iii) was properly disclosed to receiving party, without restriction to the knowledge of the receiving party, by another person without violation of Discloser’s rights; or (iv) is independently developed by the receiving party without use of or reference to the Discloser’s Confidential Information.
      2. Use and Disclosure. You and Pub agree to maintain the other’s Confidential Information in confidence to the same extent that we protect our own similar Confidential Information (but in no event less than a reasonable degree of care) and use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose such information to any person or entity, or per any legal process without prior advanced notice to the Discloser (if permissible), without Discloser’s prior written consent except when disclosed to recipient’s (“Recipient”) employees, agents and contractors, and service providers who have a need to know such information and are subject to enforceable obligations, no less stringent than those set forth herein, to maintain the confidentiality of such information. Each party may disclose the Confidential Information of the other party, in whole or in part to its employees, representatives, actual or potential investors and subcontractors who have a need to know and are legally bound to keep such information confidential consistent with the terms of this Section 8(c)(ii). Any party may disclose the Confidential Information of the other party as required by applicable law provided that, prior to any such compelled disclosure, the receiving party will, if permissible: (i) promptly notify the Discloser in writing to allow the disclosing party a reasonable opportunity to resist such disclosure and/or seek a protective order, and (ii) reasonably cooperate with the disclosing party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure. In the event that such protection against disclosure is not obtained, the receiving party will be entitled to disclose the Confidential Information, but only as and to the extent necessary to legally comply with such compelled disclosure.
      3. Injunctive Relief. The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of this Section 8(c)(iii) and that, in the event of an actual or threatened breach of the provisions of this Section, 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 8(c)(iii).
    4. Feedback. If you provide feedback, questions, comments, suggestions, ideas, or other information to us regarding the Websites, Content, or Services (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 Pub a perpetual and irrevocable license to use the Feedback for any purpose, commercial or otherwise.
  11. Digital Millennium Copyright Act
    1. If you are a copyright owner or an agent thereof and believe that any Content on the Website infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
      1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
      2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
      3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
      4. Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
      5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
      6. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
    2. You may direct copyright infringement notifications to our DMCA Agent at the following email address: info@pubmedia.co. You acknowledge that if you fail to comply with all of the requirements of Section 9(a), your DMCA notice may not be valid.
    3. Counter-Notice. If you believe that your removed Content does not infringe any third party’s intellectual property rights, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the DMCA Agent:
      1. Your physical or electronic signature;
      2. Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
      3. A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
      4. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Austin, Texas, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
    4. If a counter-notice is received by the DMCA Agent, Pub may send a copy of the counter-notice to the original complaining party informing that person or entity that it may reinstate the removed Content to the Website or cease disabling it, within ten (10) business days. Unless the copyright owner files an action seeking a court order against the Licensor, member or user, the removed Content may be reinstated on the Website, within ten (10) business days or more after receipt of the counter-notice, at Pub's sole discretion.
  12. Representations and Warranties
    1. Power and Authority. Each party represents and warrants to the other party that i) it has the full and sufficient right and authority to enter into this Agreement, and to grant the rights and assume all of their respective rights and obligations set forth herein, and that ii) such party’s acceptance of this Agreement, as well as such party’s performance of the obligations set forth in this Agreement, does not and will not violate any other agreement to which such party is a party. Additionally, the person agreeing to these Terms of Service on behalf of its respective party represents and warrants that it has the authority to execute and bind its respective party to this Agreement.
    2. Content. You represent and warrant that you completely own or have the necessary licenses, rights, consents, clearances, and permissions to license the Content that you upload, submit, or post to the Website to Licensees. For clarity, Licensor represents and warrants that the Content does not infringe upon the rights of any third party, including but not limited to privacy, publicity, or intellectual property rights.
    3. Warranty & Disclaimer. YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES 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, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THE WEBSITE AND SERVICES AND WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIAL, SERVICES OR SOFTWARE. PUB MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE, THE CONTENT, OR THE MATERIAL 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 OR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE OR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE OR SERVICES 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 OR SERVICES. PUB DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES 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 PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW.
  13. Indemnification.
    1. Indemnifying Pub. You will defend, indemnify and hold Pub, its officers, directors, employees, agents and its affiliates harmless from and against all third-party claims, demands, actions, suits, discovery demands, including without limitatino, third-party subpoenas, government investigations or enforcement actions, damages, liabilities, losses, settlements, judgements, costs and expenses (including but not limited to reasonable attoney's fees and costs) (collectively a "Claim") arising out of or relating to (i) your or your Users’ activities, acts, or omissions in connection with your use of the Website or Services; (ii) your or your Users’ breach of the Agreement; (iii) your Content, (iv) your use of the Content; and/or (v) your violation of any third party right, including without limitation, any intellectual property or privacy rights.
    2. Indemnifying Licensee. Licensor will defend, indemnify and hold Licensee, its officers, directors, employees, agents, and its affiliates harmless from and against all Claims arising out of or relating to (i) Licensor’s breach of the Agreement; (ii) Licensor’s Content; and/or (iii) Licensor’s violation of any third party right, including without limitation, any intellectual property or privacy rights. Notwithstanding the foregoing, Licensor will have no liability or obligation with respect to any Claim arising out of Licensee’s use of Licensor’s Content in violation of this Agreement, or a Digital License.
    3. Indemnifying Licensor. Licensee will defend, indemnify and hold Licensor, its officers, directors, employees, agents, and its affiliates harmless from and against all Claims arising out of or relating to (i) Licensee’s breach of the Agreement; (ii) Licensee’s use of Licensor’s Content; and/or (iii) Licensee’s violation of any third party right, including without limitation, any intellectual property or privacy rights. Notwithstanding the foregoing, Licensee will have no liability or obligation with respect to any Claim arising out of Licensee’s use of Licensor’s Content in accordance with this Agreement, or a Digital License.
    4. Indemnifying Licensor and/or Licensee. Pub will defend, indemnify and hold Licensee and Licensor and its officers, directors, employees, agents, and their affiliates harmless from any Claim alleging that the use Website or Services as permitted hereunder infringes or misappropriates a third party copyright, trade secret, trademark or patent. Notwithstanding the foregoing, Pub will have no liability or obligation with respect to any Claim arising out of Licensor’s and/or Licensee’s violation of this Agreement, or a Digital License.
    5. Conditions of Indemnification.
      1. As a condition of the foregoing indemnification obligations between Pub and Licensor, or Pub and Licensee: (a) the indemnified party (“Indemnified Party”) will promptly notify the indemnifying party (“Indemnifying Party”) of any Claim, provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party was actually and materially prejudiced by such failure; (b) the Indemnifying Party will have the sole and exclusive authority to defend or settle any such Claim (provided that, the Indemnifying Party will obtain the Indemnified Party's consent in connection with any act or forbearance required by the Indemnified Party, which consent will not be unreasonably withheld); and (c) the Indemnified Party will reasonably cooperate with the Indemnifying Party in connection with the Indemnifying Party’s activities hereunder, at the Indemnifying Party’s expense. The Indemnified Party reserves the right, at its own expense, to participate in the defense of a Claim. The Indemnifying Party will pay all costs and reasonable legal fees following notice of the Claim, which shall be provided in accordance with this Section 12, and any settlement amounts agreed to be paid by the Indemnifying Party or any damages awarded against the Indemnified Party in connection with any such Claim. Notwithstanding anything herein to the contrary, the Indemnifying Party will not settle any Claims for which it has an obligation to indemnify under this Section 12 admitting liability or fault on behalf of the Indemnified Party, nor create any obligation on behalf of the Indemnified Party without the Indemnified Party’s prior written consent.
      2. As a condition of the foregoing indemnification obligations between Licensor and Licensee: (a) the indemnified party (“Indemnified Party”) will promptly notify Pub, and Pub will notify the indemnifying party (“Indemnifying Party”) of any Claim, provided, however, that the failure to give such notice shall not relieve the Indemnifying Party or Pub of its obligations hereunder except to the extent that the Indemnifying Party was actually and materially prejudiced by such failure; (b) the Indemnifying Party will have the sole and exclusive authority to defend or settle any such Claim (provided that, the Indemnifying Party will obtain the Indemnified Party's consent in connection with any act or forbearance required by the Indemnified Party, which consent will not be unreasonably withheld); and (c) the Indemnified Party will reasonably cooperate with the Indemnifying Party in connection with the Indemnifying Party’s activities hereunder, at the Indemnifying Party’s expense. The Indemnified Party reserves the right, at its own expense, to participate in the defense of a Claim. The Indemnifying Party will pay all costs and reasonable legal fees following notice of the Claim, which shall be provided in accordance with this Section 12, and any settlement amounts agreed to be paid by the Indemnifying Party or any damages awarded against the Indemnified Party in connection with any such Claim. Notwithstanding anything herein to the contrary, the Indemnifying Party will not settle any Claims for which it has an obligation to indemnify under this Section 12 admitting liability or fault on behalf of the Indemnified Party, nor create any obligation on behalf of the Indemnified Party without the Indemnified Party’s prior written consent.
  14. Limitation of Liability
    1. EXCEPT FOR LIABILITY ARISING FROM VIOLATIONS OF SECTIONS 6 (RESTRICTIONS), 8 (OWNERSHIP & CONFIDENTIALITY) OR 12 (INDEMNIFICATION), UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL PUB, LICENSOR, OR LICENSEE BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOST SALES OR BUSINESS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, LOST DATA, OR FOR ANY AND ALL OTHER DAMAGES OR LOSSES, EVEN IF WE HAD BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (2) EXCEPT AS DESCRIBED IN THIS SECTION 13, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL DIRECT DAMAGES, COSTS OR LIABILITIES IN EXCESS OF THE AMOUNTS PAID BY YOU OR TO YOU DURING THE TWELVE (12) MONTHS PRECEDING THE INCIDENT OR CLAIM.
    2. PUB TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY CONTENT POSTED, UPLOADED, OR SUBMITTED TO THE WEBSITE BY YOU OR ANY USER, OR (2) USED OR DOWNLOADED BY YOU OR ANY USER, OR LICENSED TO YOU OR ANY USER.
    3. THE PROVISIONS OF THIS SECTION 13 ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THE LIMITATIONS SET FORTH HEREIN IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT.
    4. PUB DOES NOT ENDORSE ANY CONTENT SUBMITTED TO THE WEBSITE BY ANY LICENSOR, OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED THEREIN, AND PUB EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY IN CONNECTION WITH THE CONTENT. PUB DOES NOT PERMIT COPYRIGHT INFRINGING ACTIVITIES AND INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS ON THE WEBSITE, AND PUB WILL REMOVE ALL CONTENT IF PROPERLY NOTIFIED THAT SUCH CONTENT INFRINGES ON ANOTHER'S INTELLECTUAL PROPERTY RIGHTS. PUB RESERVES THE RIGHT TO REMOVE CONTENT FROM THE WEBSITE WITHOUT PRIOR NOTICE.
  15. Term and Termination
    1. Term. The term of the Agreement will commence on the date the Agreement is accepted by you and continue for twelve months (the “Initial Term”). This Agreement will automatically renew for additional one-year periods (each, a “Renewal Term”), unless either you or Pub provides notice of non-renewal at least thirty (30) days prior to the end of the Initial Term or a Renewal Term. The Initial Term and all Renewal Term will be referred to in this agreement as the “Term”.
    2. Termination and Suspension of Services.
      1. Termination. Either party may terminate your account for any reason upon sixty (60) days written notice to the other party. Pub may also terminate or suspend your account in the event you commit any material breach of these Terms of Service and fail to remedy that breach within ten (10) days after written notice of that breach. If we terminate these Terms of Service due to your material breach, we may terminate or suspend of your account(s) as well.
      2. Suspension. In addition to suspending your access to the Website and Services for non-payment of fees as described in Section 7(d) (Suspension), we may also suspend your access to the Website and Services immediately for cause if: (a) you violate (or give us reason to believe you have violated) these Terms of Service; (b) there is reason to believe your use of the Services is fraudulent or negatively impacting the operating capability of the Services; (c) we determine, in our sole discretion, that providing our Services is prohibited by law, or it has become impractical or unfeasible for any legal or regulatory reason to provide our Services; or (d) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceeding. If we suspend our Services to your account, we will make a reasonable attempt to notify you.
      3. Your Choice to Suspend or Delete Your Account. Additionally, you may delete or suspend your Pub account at any time by emailing your request to Pub at info@pubmedia.co. When suspended, your profile will be invisible until you reactivate your account. If you choose to delete your account, all of your information, including Customer Data, will be removed from the Website and our servers. Deleting your profile will also serve as your sixty (60) days prior written notice to terminate this Agreement in accordance with Section 14(b)(i). If your profile is suspended or terminated, Pub will retain the right to delete or to continue to use and not delete, in its sole discretion, your Content on the Website. Notwithstanding the foregoing, if there are any Digital Licenses in effect during the deletion of your account, or termination of this Agreement, then this Agreement will not terminate until all such Digital Licenses have expired in accordance with the Digital License.
  16. Survival. Upon termination or expiration of these Terms of Service, your payment obligations, the terms of this Section 15, and the terms of the following Sections will survive and still apply: Section 5 (Use and Storage of Customer Data), Section 6 (Restrictions), Section 8 (Ownership and Confidentiality), Section 11 (Warranties and Disclaimer), Section 12 (Indemnification), Section 13 (Limitation of Liability) and Section 16 (General).
  17. General
    1. Compliance with Laws. Both you and Pub agree to comply with the applicable law(s) relating to each of our respective activities under these Terms of Service.
    2. Assignment. You will not assign or otherwise transfer these Terms of Service, in whole or in part, without our prior written consent. Any attempt by you to assign, delegate, or transfer these Terms will be null and void. Subject to this Section 16(b), these Terms will be binding on both you and Pub and each of our successors and assigns.
    3. Relationship. Each party is an independent contractor in the performance of each and every part of this Agreement. Nothing in this Agreement is intended to create or shall be construed as creating an employer-employee relationship or a partnership, agency, joint venture, or franchise. Each party will be solely responsible for all of its employees and agents and its labor costs and expenses arising in connection therewith and for any and all claims, liabilities or damages or debts of any type whatsoever that may arise on account of its activities, or those of its employees or agents, in the performance of this Agreement. The parties do not have the authority to commit the other party in any way and will not attempt to do so or imply that it has the right to do so.
    4. Unenforceability. Except as described in Section 16(f), in the event that any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be unenforceable, such provision will be limited or eliminated to the minimum extent necessary to render such provision enforceable and, in any event, the remainder of this Agreement will continue in full force and effect.
    5. Governing Law; Fees. This Agreement will be governed by and interpreted according to the laws of the State of Texas without regard to conflicts of Laws and principles that would cause the application of the Laws of another jurisdiction. Except as provided in Section 16(f) below, any legal suit, action or proceeding arising out of or related to this Agreement shall be instituted in either the state or federal courts of Austin, Texas and the parties hereby consent to the personal jurisdiction of these courts. In the event of any adjudication of any dispute under this Agreement, the prevailing party in such action will be entitled to reimbursement of its attorneys’ fees and related costs by the other party.
    6. Arbitration. Any dispute, claim, or controversy arising out of or in connection with this Agreement or the breach, termination, enforcement, interpretation, or validity thereof (other than for claims or disputes related to the intellectual property of a party), shall be determined through binding arbitration under JAMS’ Comprehensive Arbitration Rules and Procedures. The parties shall share equally the fees and expenses of the JAMS arbitrator. The arbitration shall be conducted by a sole arbitrator chosen by the mutual agreement of the parties or, failing that, by JAMS under its then prevailing rules. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator shall have the authority to grant specific performance or any other equitable or legal remedy, including provisional remedies. Each party will be responsible for its own incurred expenses arising out of any dispute resolution procedure. The parties will jointly bear the expense of any arbitrator. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Agreement. If the parties fail to agree upon a location, then such arbitration proceedings shall take place in Austin, Texas.
    7. Notices. Any notice required or permitted to be given hereunder will be given in writing to you at the address specified in your account by personal delivery, certified mail, return receipt requested, overnight delivery by a nationally recognized carrier or by email upon confirmation of receipt.
    8. Entire Agreement. This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written.
    9. Force Majeure. No failure, delay, or default in performance of any obligation of a party shall constitute an event of default or breach of this Agreement to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control and without negligence of such party, including action or inaction of governmental, civil or military authority, fire, strike, lockout, or other labor dispute, flood, terrorist act, war, riot, theft, earthquake, or other natural disaster. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.

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