Terms & Conditions

These ClickStreamTV Service Terms (the "Service Terms"), together with any order form or online order submitted by you (each, an "Order"), and any exhibit or attachment thereto, comprise the entire agreement (the "Agreement") by and between ClickStreamTV Inc. ("ClickStreamTV") and the entity or individual ("Company") identified in the Order concerning Company's use, and ClickStreamTV's provision, of the ClickStreamTV Service. If you are an individual and are entering into this Agreement on behalf of an entity, you represent and warrant that you have the authority to bind such entity to all of the terms and conditions of this Agreement.

The ClickStreamTV Service. The "ClickStreamTV Service" is an online video platform that enables Company to upload, manage and distribute Company's Content. As used herein, "Content" means all content, data or information in any form that is uploaded to the ClickStreamTV Service by Company or on Company's behalf.

Company's Obligations.

• Restrictions on Use. Company covenants that it will not (i) use the ClickStreamTV Service in any illegal or unlawful manner or for any illegal or unlawful purpose or (ii) perform any act which interferes with or disrupts the ClickStreamTV Service. ClickStreamTV will not review or screen Content on a regular basis for compliance with this Agreement or applicable law, and ClickStreamTV shall have no obligation to do so, provided, however, that in addition to any other rights ClickStreamTV may have, ClickStreamTV reserves the right to suspend Company's access to and/or use of the ClickStreamTV Service to the extent that ClickStreamTV determines, in good faith, that such suspension is necessary to comply with applicable law or to prevent significant harm to any end user or the ClickStreamTV Service; provided further, however, that in such event, ClickStreamTV shall use commercially reasonable efforts to suspend only that portion of the ClickStreamTV Service as is reasonably necessary to prevent the occurrence or continuation of such violation and/or harm.
• Obligation to Pay. Company shall pay ClickStreamTV the fees set forth in this Agreement, including any applicable Order, exhibit, attachment or amendment to the Agreement, in accordance with the payment terms set forth herein. Company shall be responsible for and shall pay any applicable sales, use or other taxes or duties, tariffs or the like applicable to Company's Order (except for taxes on ClickStreamTV's income). All payments shall be made without deduction for withholding taxes. Late payments may be subject to fees at the rate of 1.5% per month or, if lower, the maximum rate allowed by law. If Company fails to pay applicable fees when payment is due, then in addition to any other rights ClickStreamTV may have, ClickStreamTV shall have the right to suspend delivery of all or a portion of the ClickStreamTV Service to Company. If ClickStreamTV pursues collection efforts against Company due to Company's failure to pay fees due under this Agreement, Company shall pay ClickStreamTV's reasonable costs of collection, including any attorneys' fees related thereto.
• Additional Usage Fees. If Company exceeds any of the monthly Entitlements at any point during the month, ClickStreamTV will charge Company's credit card the applicable additional usage fees identified in Company's Order on or around your recurring billing date following the month in which such additional usage fees are incurred by Company. ClickStreamTV does not guarantee that Company's credit card will be charged by a specific day of the month.

ClickStreamTV's Obligations. ClickStreamTV agrees to (a) operate and make available to Company the ClickStreamTV Service in accordance with this Agreement; and (b) perform any other obligations expressly identified in this Agreement.

Term. The term ("Term") of this Agreement shall commence when the credit card information Company has submitted in connection with its Order has been validated and accepted. The Term shall continue until the Agreement is terminated by either Company or ClickStreamTV in accordance with the provisions of the Agreement.

Termination. Unless otherwise prohibited by law, either party may terminate this Agreement: (a) if the other party is adjudicated bankrupt or otherwise seeks to avoid its performance obligations under applicable bankruptcy or insolvency laws, (b) upon the occurrence of a material breach of this Agreement by the other party if such breach is not cured within 30 days after written notice identifying the matter constituting the material breach or (c) by following the cancellation instructions set forth herein. In the event of a termination of this Agreement, all licenses granted under this Agreement shall terminate automatically. Upon an early termination of this Agreement for any reason (other than a termination resulting from a material, uncured breach of this Agreement by ClickStreamTV), all fees and expenses payable under this Agreement shall become immediately due and payable.

Title. As between the parties, ClickStreamTV owns all right, title and interest in and to the ClickStreamTV Service. This Agreement does not convey any ownership interest in or to the ClickStreamTV Service to Company, but only a limited license that is revocable as set forth in this Agreement. As between the parties, Company owns all right, title and interest in and to the Content.

Licenses.

License to Use the ClickStreamTV Service. ClickStreamTV hereby grants Company a limited, revocable (as set forth in this Agreement), non-transferable (except as provided in Sections 18(b) and (c)), non-exclusive, worldwide license to use the ClickStreamTV Service. All rights not expressly granted to Company are reserved by ClickStreamTV and its licensors. Except as expressly permitted by ClickStreamTV or to the extent expressly authorized by the ClickStreamTV Service, Company shall not: (a) sublicense, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the ClickStreamTV Service or any part thereof in any way; or (b) modify or make derivative works based upon the ClickStreamTV Service or reverse engineer, decompile or disassemble the ClickStreamTV Service.

License to Content. Company hereby grants ClickStreamTV a limited, revocable (as set forth in this Agreement), non-transferable (except as provided in Sections 17(b) and (c)), non-exclusive, royalty-free, worldwide license to perform all such acts with respect to the Content as are necessary for ClickStreamTV to provide the ClickStreamTV Service in accordance with this Agreement and Company's selections made through the P/I. For avoidance of doubt, although ClickStreamTV shall have the right hereunder to host, store, encode, reproduce and/or distribute the Content (among other things) in order to provide the ClickStreamTV Service in accordance with this Agreement, the parties expressly agree that ClickStreamTV does not hereby take legal title to any Content supplied by Company.

License to Feedback, Suggestions or Recommendations. Company hereby grants ClickStreamTV an unlimited, irrevocable, perpetual, transferable, non-exclusive, royalty-free, worldwide license to use and/or incorporate into the ClickStreamTV Service any feedback, suggestions and/or recommendations provided to ClickStreamTV by Company regarding the ClickStreamTV Service.

Representations and Warranties. Company represents and warrants that (i) it either owns fully and outright or otherwise possesses and has obtained all rights, approvals, licenses, consents and permissions as are necessary to perform its obligations hereunder, exercise its rights hereunder and to grant the licenses granted by it under this Agreement, (ii) the Content and its use through the ClickStreamTV Service, as enabled by Company, directly or indirectly, does not, and shall not, infringe, violate or misappropriate any third party's rights and (iii) it will use the ClickStreamTV Service and perform its obligations under this Agreement in compliance with all applicable local, state, national and international laws, rules and regulations.

Indemnification. Company agrees to indemnify, defend and hold harmless ClickStreamTV and ClickStreamTV's officers, employees, directors, agents, affiliates, subsidiaries, successors and assigns from and against any and all third party claims, damages, liabilities, loss, government fines, costs and expenses (including reasonable attorney's fees and litigation expenses) (each a "Claim"), arising out of or related to any alleged or actual breach of any representation, warranty or covenant made by Company in this Agreement.

DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CLICKSTREAMTV MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND TO COMPANY, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, WORKMANLIKE QUALITY, NON-INFRINGEMENT, TITLE, SUITABILITY, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, OR THAT THE CLICKSTREAMTV SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE CLICKSTREAMTV SERVICE IS PROVIDED ON AN "AS IS" BASIS ONLY. NO ADVICE OR INFORMATION OBTAINED BY COMPANY FROM CLICKSTREAMTV SHALL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

LIMITATIONS/EXCLUSIONS OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY THEORY OF LIABILITY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM THE PERFORMANCE OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. NOTWITHSTANDING ANY OF THE FOREGOING IN THIS ENTIRE SECTION, THE LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT APPLY IN THE CASE OF (I) BREACHES OF SECTION 3(A) ("RESTRICTIONS ON USE"), (II) AMOUNTS PAYABLE PURSUANT TO SECTION 10 ("INDEMNIFICATION"), (III) DAMAGES RESULTING FROM INTENTIONAL TORTS OR (IV) FEES PAYABLE BY COMPANY UNDER THIS AGREEMENT.

Force Majeure

Neither party will be held responsible for any delay or failure in performances of any part of this Agreement to the extent that such delay is caused by events or circumstances beyond the delayed party's reasonable control.

Third-Party Services. ClickStreamTV may, from time to time, inform customers of third-party services that can be used by customers in connection with the ClickStreamTV Service, and Company may opt to use these or other third-party services in connection with the ClickStreamTV Service. Company's use of any third-party service in connection with the ClickStreamTV Service, and any terms, conditions, representations and/or warranties associated with such use, are solely between Company and such third-party service provider. ClickStreamTV makes no representation or warranty with regard to any such third-party service, even if such provider is certified by ClickStreamTV or selected as a premier provider (or similar designation) by ClickStreamTV, and ClickStreamTV shall not be responsible to Company in any manner for any such third-party service. ClickStreamTV does not, unless otherwise expressly set forth in writing, provide maintenance or support for third-party services.

Confidentiality. Each party agrees not to disclose the other party's Confidential Information without its prior written consent. "Confidential Information" includes, without limitation: (a) all intellectual property; (b) financial information (including pricing) and business information; and (c) any other information designated in writing as "Confidential." Confidential Information does not include (d) Content; (e) information that has become publicly known through no breach by Company or ClickStreamTV of these confidentiality obligations; (f) information that is independently and lawfully developed or obtained without access to Confidential Information, as evidenced in writing; or (g) information required to be disclosed by law.

Identification Rights. ClickStreamTV shall have the right to identify Company as a customer and Company shall have the right to identify ClickStreamTV as the provider of the ClickStreamTV Service.

Notices. All notices under this Agreement must be in writing and delivered either by hand, e-mail, certified mail (return receipt requested, postage pre-paid) or nationally recognized overnight delivery service (all delivery charges pre-paid) and addressed, if to Company, to the contact identified in Company's most recent Order and, if to ClickStreamTV, to ClickStreamTV Inc., 14628 John Humphrey Drive, Orland Park, IL 60462.

30 Day Money Back Guarantee. ClickStreamTV's packages include a 30-day money back guarantee. If you are dissatisfied with your service for any reason, you will receive a full refund of your monthly hosting charge -no questions asked- on any fees for our standard or premium program.

If you cancel your account within 30 days of the activation of your account, your refund will be processed the day of your request and will be mailed out to you once processing is completed.

*Refund will not include any start up fees incurred or custom work done. Customer will be responsible for any bandwidth and storage overage fees associated with the account.

Further Terms.

• No Refunds. All fees are nonrefundable. For clarity and avoidance of doubt, ClickStreamTV shall have no obligation to issue refunds or credits for any unused Entitlements, partial months or in connection with any downgrade, cancellation, termination or otherwise. (after 30 day guarantee period)
• Fees Charged by Company's Credit Card Issuer, Bank or Financial Institution. Company is solely responsible for any and all fees charged to Company's credit card by Company's credit card issuer, bank or financial institution including, without limitation, membership, overdraft, insufficient funds and over-the-credit-limit fees.
• Order Information. Company agrees to provide ClickStreamTV with true, accurate and complete information in connection with its Order, including, without limitation, Company's legal name, address, telephone number, email address and billing information (i.e., credit card number and expiration date) ("Order Information"). Company agrees, throughout the Term, to maintain and promptly update Company's Order Information and any other information Company provides to ClickStreamTV in connection with its use of the ClickStreamTV Service. ClickStreamTV shall have the right to cancel Company's Order, upon notice and 5 days' opportunity to cure, if ClickStreamTV determines that Company's Order Information is not accurate or current.
• Billing Information. Company may change Company's credit card information or its billing information by updating the "Billing Information" section within the ClickStreamTV MCC. Only the User who initially provided the credit card information is entitled to access and change Company's credit card information in the ClickStreamTV MCC. Company acknowledges and agrees that ClickStreamTV may (though is not required to) contact Company from time to time to verify Company's Order Information, including credit card expiration date, provided, however, that Company remains solely responsible for providing accurate and current payment information to ClickStreamTV throughout the Term and if such information is not received by ClickStreamTV, ClickStreamTV may suspend Company's use of the ClickStreamTV Service.
• Locked Accounts for Payment Failure. If ClickStreamTV is unable to charge Company's credit card for any reason, ClickStreamTV may, in addition to any other rights ClickStreamTV may have, suspend Company's use of the ClickStreamTV Service until such time as all applicable charges are successfully applied to Company's credit card.
• Cancellations. The monthly service fees (and any applicable additional usage fees) for Company's plan will continue unless and until this Agreement is terminated pursuant to Section 5 or cancelled pursuant to this section.
• Cancellation by Company. Company may cancel any Company Order at any time pursuant to the procedures described in the "Support" section of the ClickStreamTV MCC. Cancellation must be finalized prior to the automated date assigned to company order. Any final charges (monthly service fees and/or any additional usage fees) that have not been charged to Company's credit card prior to cancellation will be charged to Company's credit card following cancellation. ClickStreamTV is not responsible for Company's failure to properly cancel an Order, nor is ClickStreamTV responsible for any credit card charges and fees Company may incur as a result of such failure.
• Cancellation by ClickStreamTV. In addition to any other termination rights ClickStreamTV has under these Service Terms, ClickStreamTV may, with at least 30 days' prior notice to Company, cancel Company's Order at any time in ClickStreamTV's sole discretion. Any final charges (monthly service fees and/or additional usages fees) that have not been charged to Company's credit card prior to cancellation will be charged to Company's credit card following cancellation.
  For clarity and avoidance of doubt, if Company is subject to more than one Order, any cancellation of an Order pursuant to this section shall terminate this Agreement with respect to such Order only.
• For clarity and avoidance of doubt, if Company is subject to more than one Order, any cancellation of an Order pursuant to this section shall terminate this Agreement with respect to such Order only.
• Company's Credit Card Information. Company agrees that ClickStreamTV may share Company's Order Information with third-party credit card processing companies for the purposes of verifying the accuracy of Company's Order Information and processing and charging Company's credit card for Company's Order.
• Changes to Fees and the Agreement. With at least 30 days' prior notice to Company, ClickStreamTV may, in its discretion, change the terms (including the fees) and/or Entitlements of Company's Agreement. If Company does not agree to such changes, Company will have an opportunity to cancel or change its Order prior to such changes going into effect. If Company does not cancel or change its Order within such timeframe, Company hereby acknowledges and agrees that its failure to cancel or change its Order shall constitute Company's affirmative acceptance of the changes.
• Trademarks The ClickStreamTV and Digital One Internet Services Inc. logos are trademarks of Digital One Internet Services Inc. Used by license.

General. (a) Independent Contractors: ClickStreamTV and Company are independent contractors under this Agreement and nothing herein shall be construed to create a partnership, joint venture or agency relationship; (b) Assignment: Neither party may assign performance of this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other; (c) Merger or Acquisition: Notwithstanding subsection (b) above, each party may assign this Agreement without the other party's prior written consent in the case of a merger, acquisition or other change of control, and in such event this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; (d) Governing Law: This Agreement shall be governed by the laws of the State of Illinois applicable to contracts entered into and wholly to be performed therein; (e) Forum Selection: Any and all disputes arising out of or related to this Agreement or performance hereof, shall be brought in the Federal or state courts in the State of Illinois and the parties hereby agree to the exclusive jurisdiction thereof for such purposes and waive any objection thereto; (f) Jury Trial Waiver: Company and ClickStreamTV each waive any right to a jury trial in connection with any and all disputes arising out of or related to this Agreement; (g) Statute of Limitations: Company agrees that notwithstanding any law providing a longer statute of limitations, any claim or cause of action against ClickStreamTV arising out of or related to this Agreement and/or Company's use of the ClickStreamTV Service must be filed within 1 year after such claim or cause of action arose, without regard to the date such claim or cause of action was discovered, or such claim or cause of action shall be forever barred; (h) Export Compliance: Each party shall comply with all applicable United States and international export control laws and regulations and, for avoidance of doubt, Company represents that it is not on a list of embargoed or restricted organizations/individuals or located within an embargoed or restricted destination; (i) Effect of Waivers: The waiver by either party of a breach or a default of any provision shall not be construed as a waiver of any succeeding breach of the same or any other provision; (j) Survival: All terms of this Agreement which by their nature extend beyond the termination of this Agreement, remain in effect until fulfilled and apply to respective successors and assigns; (k) Counterparts; Delivery; Acceptance: This Agreement may be executed in counterparts, all of which are considered one and the same agreement, and becomes effective when one or more counterparts have been signed by each of the parties and delivered to the other party or upon Company's submission of an online Order (whichever occurs first). Delivery by facsimile or e-mail and online acceptance are all as effective as physical delivery of an originally executed copy hereof; (l) Integration; Amendment: This Agreement constitutes the entire understanding of the parties hereto with respect to the matters contemplated hereby, supersedes all previous agreements between the parties concerning the subject matter hereof and, except as otherwise set forth in this Agreement, cannot be amended except by a writing signed by authorized representatives of both parties; (m) No Reliance: No party hereto has relied on any statement, representation or promise of any party or representative thereof except as expressly set forth in this Agreement; and (n) Purchase Orders/Instruments: Any instruments, including purchase orders, work orders and acknowledgments, issued by Company in connection with this Agreement ("Instruments") shall not add to, supersede or conflict with, the terms of this Agreement and in the event any term of an Instrument purports to add to, or conflicts with, any term of this Agreement, such term of the Instrument shall be void and without effect.

Entire Agreement

This Agreement together with any attachments referred to herein constitute the entire agreement between the parties with respect to its subject matter, and supersedes all prior agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter into this Agreement by any representations or promises not specifically stated herein.

Both parties agree that if any provision of this agreement is held to be invalid under law, that provision may be stricken, and the remainder of this agreement shall be fully valid and enforceable. It is the party's intent that this agreement should be construed, wherever possible, to be fair to both parties and in full accord with both the letter and spirit of any and all applicable state and federal laws. The parties agree that the law of Illinois shall govern interpretation of this agreement.