Effective Date: July 1, 2019
1. AGREEMENT
These Terms of Use (the “Agreement”) constitute a legally binding agreement by and between Level1 Media (hereinafter, “Company”) and you (“you” or “your”) concerning your use of Company’s website http://www.level1.media/ (the “Website”) and the marketing and advertising services available through the Website (the “Services”). By using the Website and Services, you represent and warrant that you have read and understand, and agree to be bound by, this Agreement and Privacy Policy, (the “Privacy Policy”), which is incorporated herein by reference and made part of this Agreement. IF YOU DO NOT UNDERSTAND THIS AGREEMENT, OR DO NOT AGREE TO BE BOUND BY IT OR THE PRIVACY POLICY, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND CEASE USING THE SERVICES.
2. PRIVACY POLICY
By using the Website, you consent to the collection and use of certain information about you, as specified in the Privacy Policy. Company encourages users of the Website to frequently check this Privacy Policy for changes.
3. CHANGES TO AGREEMENT AND PRIVACY POLICY
COMPANY RESERVES THE RIGHT TO CHANGE THIS AGREEMENT AND ITS PRIVACY POLICY AT ANY TIME UPON NOTICE TO YOU, TO BE GIVEN BY THE POSTING OF A NEW VERSION OR A CHANGE NOTICE ON THE WEBSITE. IT IS YOUR RESPONSIBILITY TO REVIEW THIS AGREEMENT AND THE PRIVACY POLICY PERIODICALLY. IF AT ANY TIME YOU FIND EITHER UNACCEPTABLE, YOU MUST IMMEDIATELY LEAVE THE WEBSITE AND CEASE USING THE SERVICES. Unless Company obtains your express consent, any revised Privacy Policy will apply only to information collected by Company after such time as the revised Privacy Policy takes effect, and not to information collected under any earlier Privacy Policies.
4. ELIGIBILITY
This Agreement is void where prohibited. BY USING THE WEBSITE OR SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD, A RESIDENT OF THE UNITED STATES (BUT NOT A RESIDENT OF A STATE WHERE PROHIBITED BY LAW), AND ARE OTHERWISE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW. This Agreement is void where prohibited.
5. LICENSE
Subject to your compliance with the terms and conditions of this Agreement, Company grants you a non-exclusive, non-sublicensable, revocable, non-transferable license to use the Website and Services. THE WEBSITE AND SERVICES ARE FOR YOUR PERSONAL AND NON-COMMERCIAL USE (EXCEPT AS EXPRESSLY SET FORTH HEREIN). The license granted in this section is conditioned on your compliance with the terms and conditions of this Agreement. In the event that you breach any provision of this Agreement, your rights under this section will immediately terminate.
6. USER INFORMATION
In connection with your use of the Services, you will be required to complete an application form and/or provide your personal data. You represent and warrant that all user information you provide on the application form or otherwise in connection with your use of the Website and Services will be current, complete and accurate.
7. COMPANY IS A MARKETING COMPANY
COMPANY PROVIDES MARKETING AND ADVERTISING SERVICES. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY ACTIVITES AND EVENTS OUTSIDE OF THESE MARKETING AND ADVERTISING SERVICES. COMPANY HAS NO CONTROL OVER AND DOES NOT REPRESENT, WARRANT, OR GUARANTEE THE QUALITY, ACCURACY, RELIABILITY, COMPLETENESS, USEFULNESS, SAFETY OR LEGALITY OF THE RESULTS OF ITS SERVICES.
8. EMAIL AND OTHER COMMUNICATIONS FROM COMPANY
You may opt-out of receiving Company marketing communications at any time by clicking here and following the opt-out instructions.
9. THIRD-PARTY WEBSITES
The Website may be linked with the websites of third parties (“Third-Party Websites”). Company does not have control over the content and performance of Third-Party Websites. COMPANY CANNOT REVIEW OR CONTROL, ALL OF THE MATERIAL, GOODS OR SERVICES, MADE AVAILABLE ON OR THROUGH THIRD-PARTY WEBSITES. ACCORDINGLY, COMPANY DOES NOT REPRESENT, WARRANT OR ENDORSE ANY THIRD-PARTY WEBSITE, OR THE ACCURACY, CURRENCY, CONTENT, FITNESS, LAWFULNESS OR QUALITY OF THE INFORMATION MATERIAL, GOODS OR SERVICES AVAILABLE THROUGH THIRD-PARTY WEBSITES. COMPANY DISCLAIMS, AND YOU AGREE TO ASSUME, ALL RESPONSIBILITY AND LIABILITY FOR ANY DAMAGES OR OTHER HARM, WHETHER TO YOU OR TO THIRD PARTIES, RESULTING FROM YOUR USE OF THIRD-PARTY WEBSITES.
10. PROHIBITED USES
Company imposes certain restrictions on your use of the Website and the Services. You represent and warrant that you will not, without limitation:
(a) violate or attempt to violate any security features of the Website or Services;
(b) provide false, misleading or inaccurate information to Company or any third parties;
(c) impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity;
(d) harvest or otherwise collect information about Company’s users, including email addresses and phone numbers;
(e) use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, or intelligent agents) to harvest or otherwise collect information from the Website for any use, including without limitation use on third-party websites;
(f) access content or data not intended for you, or log onto a server or account that you are not authorized to access;
(g) attempt to probe, scan, or test the vulnerability of the Services, the Website, or any associated system or network, or breach security or authentication measures without proper authorization;
(h) interfere or attempt to interfere with the use of the Website or Services by any other user, host or network, including, without limitation by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”;
(i) use the Website or Services to send unsolicited e-mail, including without limitation, email promotions or advertisements for products or services;
(j) forge any TCP/IP packet header or any part of the header information in any e-mail or in any uploading or posting to, or transmission, display, performance or distribution by means of, the Website or Services; or
(k) attempt to modify, reverse-engineer, decompile, disassemble or otherwise reduce or attempt to reduce to a human-perceivable form any of the source code used by Company Parties in providing the Website or Services. Any violation of this section may subject you to civil and/or criminal liability.
11. DISCLAIMERS; LIMITATION OF LIABILITY
(a) NO WARRANTIES COMPANY HEREBY DISCLAIMS ALL WARRANTIES. THE WEBSITE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE WEBSITE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE WEBSITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
(b) YOUR RESPONSIBILITY FOR LOSS OR DAMAGE YOU AGREE THAT YOUR USE OF THE WEBSITE AND SERVICES IS AT YOUR SOLE RISK. YOU WILL NOT HOLD COMPANY OR ITS THRD PARTIES, LICENSORS AND SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY LOSS OR DAMAGE THAT RESULTS FROM YOUR ACCESS TO OR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY LOSS OR DAMAGE TO ANY OF YOUR COMPUTERS OR DATA. THE INFORMATION AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
(c) LIMITATION OF LIABILITY THE LIABILITY OF COMPANY IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE TO MEET ANY DUTY INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO COMPANY RISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. ADDITIONALLY, THE MAXIMUM LIABILITY OF COMPANY TO YOU UNDER ALL CIRCUMSTANCES WILL BE $50.00. YOU AGREE THAT THIS LIMITATION OF LIABILITY REPRESENTS A REASONABLE ALLOCATION OF RISK AND IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU. THE WEBSITE AND SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
(d) APPLICATION THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATION OF LIABILITY IN THIS AGREEMENT OR ANY OTHER AGREEMENT BETWEEN YOU AND COMPANY. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY CONTAINED HEREIN MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
12. YOUR REPRESENTATIONS AND WARRANTIES
You represent and warrant that your use of the Website and Services will be in accordance with this Agreement and any other Company policies, and with any applicable laws or regulations.
13. INDEMNITY BY YOU
Without limiting any indemnification provision of this Agreement, you agree to defend, indemnify and hold harmless Company and its officers, directors, employees, agents, affiliates, representatives, sub-licensees, successors and assigns (collectively, the “Indemnified Parties”) from and against any and all claims, actions, demands, causes of action and other proceedings (collectively, “Claims”), including but not limited to legal costs and attorneys’ fees, arising out of or relating to: (i) your breach of this Agreement, including without limitation any representation or warranty contained in this Agreement; (ii) your access to or use of the Website or Services; (iii) your provision to Company or any of the Indemnified Parties of information or other data; or (iv) your violation or alleged violation of any foreign or domestic, federal, state or local law or regulation; or (v) your violation or alleged violation of any third party’s copyrights, trademarks, or other intellectual property or proprietary rights.
The Indemnified Parties will have the right, but not the obligation, to participate through counsel of their choice in any defense by you of any Claim as to which you are required to defend, indemnify or hold harmless the Indemnified Parties. You may not settle any Claim without the prior written consent of the concerned Indemnified Parties.
14. GOVERNING LAW; JURISDICTION AND VENUE
The Website, Services, and this Agreement, including without limitation this Agreement’s interpretation, shall be treated as though this Agreement were executed and performed in Los Angeles, California and shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of law principles. ANY CAUSE OF ACTION BY YOU ARISING OUT OF OR RELATING TO THE WEBSITE, SERVICES, OR THIS AGREEMENT MUST BE INSTITUTED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER WAIVED AND BARRED. ALL ACTIONS SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN ABOVE. The language in this Agreement shall be interpreted in accordance with its fair meaning and not strictly for or against either party.
(a) Requirement of Arbitration.
You and Company agree that any dispute, of any nature whatsoever, between you and Company arising out of or relating to the Website, Services, or this Agreement, shall be decided by neutral, binding arbitration before a representative of the American Arbitration Association (AAA) in Los Angeles, California (unless you and Company mutually agree to a different arbitrator) who shall render an award in accordance with the AAA’s Commercial Arbitration Rules and the substantive laws of California. A final judgment or award by the arbitrator may then be duly entered and recorded by the prevailing party in the appropriate court as final judgment. The arbitrator may award costs (including, without limitation, the AAA fee and reasonable attorneys’ fees) to the prevailing party.
(b) Remedies in Aid of Arbitration; Equitable Relief.
This agreement to arbitrate will not preclude you or Company from seeking provisional remedies in aid of arbitration, including without limitation orders to stay a court action, compel arbitration or confirm an arbitral award, from a court of competent jurisdiction. Furthermore, this agreement to arbitrate will not preclude your Company from applying to a court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary. THE PROPER VENUE FOR ANY ACTION PERMITTED UNDER THIS SUBSECTION REGARDING “EQUITABLE RELIEF” WILL BE THE FEDERAL AND STATE COURTS LOCATED IN AND AROUND LOS ANGELES, CALIFORNIA; THE PARTIES HEREBY WAIVE ANY OBJECTION TO THE VENUE AND PERSONAL JURISDICTION OF SUCH COURTS.
15. TERMINATION
(a) Termination; Survival
Either party may terminate this Agreement and its rights hereunder at any time, for any or no reason at all, by providing to the other party notice of its intention to do so in accordance with this Agreement. This Agreement shall automatically terminate in the event that you breach any of this Agreement’s representations, warranties or covenants. Such termination shall be automatic, and shall not require any action by Company. If Company, in Company’s discretion, takes legal action against you in connection with any actual or suspected breach of this Agreement, Company will be entitled to recover from you as part of such legal action, and you agree to pay, Company’s reasonable costs and attorneys’ fees incurred as a result of such legal action. Company Parties will have no legal obligation or other liability to you or to any third party arising out of or relating to any termination of this Agreement. Upon termination, all rights, licenses and obligations created by this Agreement will terminate, except that Sections 1, 4-8, and 10-19 will survive any termination of this Agreement.
16. NOTICES
All notices required or permitted to be given under this Agreement must be in writing. Company shall give any notice by email sent to the most recent email address, if any, provided by the intended recipient to Company. You agree that any notice received from Company electronically satisfies any legal requirement that such notice be in writing. YOU BEAR THE SOLE RESPONSIBILITY OF ENSURING THAT YOUR EMAIL ADDRESS ON FILE WITH COMPANY IS ACCURATE AND CURRENT, AND NOTICE TO YOU SHALL BE DEEMED EFFECTIVE UPON THE SENDING BY Company OF AN EMAIL TO THAT ADDRESS. You shall give a notice to Company by means of email to [email protected]. Notice to Company shall be effective upon receipt of notice by Company.
17. GENERAL
This Agreement constitutes the entire agreement between Company and you concerning your use of the Website and Services. This Agreement may only be modified by a written amendment signed by an authorized executive of Company or by the unilateral amendment of this Agreement by Company and by the posting Company of such amended version. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. This Agreement and all of your rights and obligations hereunder will not be assignable or transferable by you without the prior written consent by Company. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. You and Company are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Except as and to the extent set forth in Sections 11, 12, 13 and 15, there are no third-party beneficiaries to this Agreement. You acknowledge and agree that any actual or threatened breach of this Agreement or infringement of proprietary or other third-party rights by you would cause irreparable injury to Company, and would therefore entitle Company to injunctive relief. The headings in this Agreement are for the purpose of convenience only and shall not limit, enlarge, or affect any of the covenants, terms, conditions or provisions of this Agreement.
18. MOBILE SERVICES.
The Website may include certain services that are available to You via your mobile phone or other mobile device if You have subscribed to them, including the ability to use your mobile device to receive a one-time SMS message for two-factor authentication and phone calls from Level1 Media (collectively, “Mobile Services”). Although Level1 Media does not charge You for these Mobile Services, your mobile carrier’s messaging, data, and other rates and fees will still apply to your use of the Mobile Services. Messages may vary and message and data rates may apply to SMS Messages. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your mobile carrier and not all Mobile Services may work with all carriers or devices. Mobile carrier is not responsible for delayed or undelivered messages. You are responsible for checking with your mobile carrier to determine if the Mobile Services are available for Your mobile device(s), what restrictions and costs, if any, may be applicable to your use of the Mobile Services. To stop the delivery of SMS Message, please reply “STOP” to 25011. To receive help instructions for the SMS Message, please reply “HELP” to 25011. Should you have any questions please contact our customer support at 1 (888) 652-0047.