Client Terms of Service
Oregon Humane Society
This Agreement (the “Agreement”) sets forth the terms and conditions by and between CauseVid, LLC (the “Company”), a Delaware limited liability company and Oregon Humane Society the customer (the “Client”). This Agreement governs the Client's relationship with, and use of, the Company’s products and/or services made available by the Company. This Agreement is effective as of the date the Client clicks the “I agree to the Terms of Service” button on the Payment Form ("Effective Date"). Client represents and warrants that (a) this Agreement does not violate any agreement or obligation between the Client and a third party, and (b) the Client’s execution, delivery and performance of this Agreement have been authorized by all individual entities the Client represents.
Subject to the terms of this Agreement, Company will provide Client with use of the CauseVid Platform. The CauseVid Platform provides certain e-mail and video distribution services, including publishing and distributing content (content includes both copyrighted and non-copyrighted material, marks, and other information, including, but not limited to text, videos, sound, photos, and graphics (“Content”) provided by Clients) to recipients provided by Clients.
2. Fees and Payments.
Fees. In consideration of the Services provided to Client hereunder, Client shall pay CauseVid LLC according to the payment schedule set forth on the respective Payment Form. All amounts paid are non-refundable.
Termination for Nonpayment. If Client’s payment is overdue, Company reserves the right to, in its sole discretion, terminate this Agreement and suspend the Client’s access to the CauseVid Platform until such time that the Client pays the overdue payment(s). Company shall have no liability to Client as a result of any such termination of this Agreement.
Taxes. Fees and payment amounts under this agreement do not include taxes and Client shall pay all Taxes applicable to payments between the parties under this agreement.
3. Intellectual Property, Licenses, and Confidentiality.
Intellectual Property. Except as specifically set forth herein, each party shall retain all intellectual property rights to its intellectual property and for any works or materials whether created in connection with this Agreement, or existing prior to this agreement or outside the scope of this agreement. Except as licensed herein, Company retains all interest in and ownership of the Licensed Intellectual Property. This Agreement does not transfer any intellectual property rights between the Parties. Other than as expressly set forth in this Agreement, no license or other rights in or to a party’s products, services or intellectual property is granted.
Subject to the terms of this Agreement, Company grants Client a non-exclusive, non-transferable, non-sublicenseable license to use the CauseVid platform.
For the term of this Agreement, you hereby grant to CauseVid LLC a non-exclusive, royalty-free, worldwide license to reproduce, distribute, publicly perform, publicly display and digitally perform the Content.
Confidentiality. During the course of CauseVid LLC providing the Services for the Client, each party may be given access to information that (i) relates to the other’s past, present and future research development, business activities, products, services, and technical knowledge, and (ii) has been identified as confidential ("Confidential Information"). In connection therewith, the following sections shall apply:
(A) The recipient agrees to protect the disclosing party’s Confidential Information with at least the same degree of care that it utilizes with respect to its own similar confidential information (but in no event less than a reasonable degree of care), including, without limitation, agreeing:
(i) Not to disclose or otherwise permit any other person or entity access to, in any manner, the Confidential Information, or any part thereof in any form whatsoever, except that such disclosure or access shall be permitted to an agent of the recipient, requiring access to the Confidential Information in the course of his or her agency in connection with this Agreement provided that such agent is held to those confidentiality obligations no less strict than those set forth herein;
(ii) To notify the disclosing party promptly and in writing of the circumstances surrounding any suspected possession, use or knowledge of the Confidential Information or any part thereof at any location or by any person or entity other than those authorized by this Agreement; and
(iii) Not to use the Confidential Information for any purpose other than as explicitly set forth herein.
(iv) Not to disclose or otherwise permit any other person or entity access to Confidential Information (including names and email addresses) for any purpose other than as explicitly set forth herein.
(B) All Confidential Information made available hereunder, including copies thereof, shall be returned or destroyed upon the first to occur of: (a) completion of the Services or (b) request by disclosing party; provided, however that an early return of the Confidential Information by CauseVid LLC may impact the completion of the Services.
(C) Nothing in this Section 3 shall restrict the recipient with respect to information or data, whether or not identical or similar to that contained in the Confidential Information, if such information or data: (a) was rightfully possessed by the recipient before it was received from the disclosing party; (b) is independently developed by the recipient without reference to the disclosing party's information or data; (c) is subsequently furnished to the recipient by a third party not under any obligation of confidentiality with respect to such information or data, and without restrictions on use or disclosure; or (d) is or becomes public or available to the general public otherwise than through any act or default of the recipient.
(D) In the event the recipient receives a subpoena or other validly issued administrative or judicial process requesting Confidential Information of the disclosing party, the recipient shall provide prompt notice to the disclosing party of such receipt. Thereafter, the recipient shall be entitled to comply with such subpoena or other process to the extent required by law. Nothing in this subsection (D) shall be construed to release recipient from any other restriction or provision of this Section 3.
(E) Because the unauthorized use, transfer or dissemination of any Confidential Information by the recipient may diminish substantially the value of such materials and may irreparably harm the disclosing party, if the recipient breaches the provisions of this Section "Confidentiality", the disclosing party shall, without limiting its other rights or remedies, be entitled to seek equitable relief, including but not limited to injunctive relief
CauseVid LLC represents and warrants that the Services shall be performed in a professional and workmanlike manner and in accordance with general industry standards. The Company further represents and warrants that it will use commercially reasonable efforts in providing all Services. The Company does not, however, guarantee continuous or uninterrupted Services; in the event of interruption to the Services, the Company’s sole obligation will be to restore service as soon as reasonably possible.
NO OTHER WARRANTIES OR GUARANTEES OF ANY KIND WITH RESPECT TO THE SERVICES PROVIDED BY IT OR THE RESULTS SUCH SERVICES MAY ACHIEVE, OR OTHER GUARANTEES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE SHALL APPLY TO THE SERVICES. CAUSEVID LLC DOES NOT AUTHORIZE ANYONE, INCLUDING, BUT NOT LIMITED TO, CauseVid LLC’S AGENTS OR REPRESENTATIVES, TO MAKE A WARRANTY OF ANY KIND ON ITS BEHALF AND ANY SUCH STATEMENTS SHOULD NOT BE RELIED UPON.
Client shall indemnify and hold CauseVid LLC harmless from and against all claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation reasonable attorney’s fees and costs), whether or not involving a third party claim, which arise out of, relate to or result from CauseVid LLC’s performance of the Products and/or Services where the activity giving rise to liability is: (a) performed at the specific direction or with the approval of Client; (b) based on or relating to information or data provided to CauseVid LLC by Client; (c) a direct result of the conduct or negligence of Client, its agents, servants or employees; or (d) based on or relating to Client’s failure to follow any applicable laws or regulations. Client shall further indemnify and hold CauseVid LLC harmless from and against any and all third party claims resulting from the use or demonstration of any products or services furnished by or on behalf of Client. In all instances, however, CauseVid LLC's liability hereunder shall be limited to the total fees paid to it by the Client in the most recent 12-month period.
CauseVid LLC shall indemnify and hold Client harmless from and against all claims, actions, suits, demands, damages, liabilities, obligations, losses, settlements, judgments, costs and expenses (including without limitation reasonable attorney’s fees and costs), whether or not involving a third party claim, which arise out of, relate to or result from CauseVid LLC’s performance of the Products and/or Services where the activity giving rise to liability is: (a) performed at the specific direction or with the approval of Client; (b) based on or relating to information or data provided to CauseVid LLC by Client; (c) a direct result of the conduct or negligence of Client, its agents, servants or employees; or (d) based on or relating to Client’s failure to follow any applicable laws or regulations. CauseVid LLC shall further indemnify and hold Client harmless from and against any and all third party claims resulting from the use or demonstration of any products or services furnished by or on behalf of Client. In all instances, however, Client’s liability hereunder shall be limited to the total fees paid to CauseVid LLC by the Client in the most recent 12-month period.
6. Limitation of Liability.
Each party’s liability under this Agreement shall be limited to the other’s direct and actual damages. In no event shall either party be liable to the other for any indirect, incidental, consequential, special or exemplary damages, including, but not limited to, loss of profits, or loss of business opportunity, even if such damages are foreseeable and whether or not either party has been advised of the possibility thereof. In addition, CauseVid LLC’s liability shall in any event be limited to the total amount paid by Client to CauseVid LLC in the preceding 12-month period.
7. Third Party Services.
Client hereby acknowledges that CauseVid LLC may rely on third-party software and services that are subject to additional terms and conditions, including AddPipe for video recording (https://addpipe.com/terms), Amazon Web Services for video storage and playback (https://aws.amazon.com/service-terms/), and SendGrid for electronic message delivery (https://sendgrid.com/policies/tos/).
If there are any conflicts between this agreement and the additional terms and conditions governing third party software and services, those additional terms and conditions will control in connection with third party software.
CAUSEVID LLC HAS NOT MADE AND DOES NOT MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER, EITHER EXPRESS OR IMPLIED, AS TO THE FITNESS, CONDITION, OR OPERATION OF THIRD PARTY SERVICES.
This Agreement shall be effective as of the “Effective Date” and shall remain in force for as long as the Client continues to remit on-time monthly payments.
Either party may terminate this Agreement at any time. Termination by either party shall relieve both parties of any remaining obligations under this Agreement, but shall not affect any existing rights of either party under this Agreement that exist at the time of termination. All sections of this Agreement, which by their nature should survive termination, will survive termination, including, without limitation, Sections 3: Intellectual Property, Licenses, and Confidentiality, 4: Warranties 5: Indemnification, and 6: Limitation of Liability.
Upon any termination or expiration of this Agreement, the licenses set forth herein shall terminate.
Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Oregon without regard to any conflicts of laws provisions and the parties to this Agreement consent to the jurisdiction of the courts located in the State of Oregon. If any part, term or provision of the Agreement shall be held illegal, unenforceable, or in conflict with any law, the validity of the remaining portions shall not be affected thereby and each and every term shall be valid and enforceable to the fullest extent and in the broadest application permitted by law.
Relationship of the Parties. CauseVid LLC and the Client hereby acknowledge and agree that the Services performed by CauseVid LLC, its employees, agents or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties. Except as otherwise stated or authorized by this Agreement, in no event shall either party have the right or power (whether express or implied) to make any representation or warranty (express or implied) on behalf of the other or otherwise bind the other party in any way whatsoever.
No assignments. This Agreement may not be assigned by either party without the prior, written consent of the other party, except for an assignment in the event of a merger or acquisition involving the assigning party. This Agreement shall be binding on, and shall inure to the benefit of, the authorized successors and assigns.
Interpretation. The parties agree that the terms of this Agreement shall be interpreted in accordance with its fair meaning and shall not be construed for or against the drafting party.
Force Majeure. Neither party shall be liable for, nor shall either party be considered in breach of this Agreement due to any failure to perform its obligations under this Agreement as a result of a cause beyond its reasonable control, including, but not limited to any act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, disruption or outage of communications, power or other utility, labor or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by the exercise of reasonable care.
Entire Agreement. This Agreement contains the full and complete understanding between the parties and supersedes all prior and contemporaneous written or oral agreements and understandings pertaining hereto and cannot be modified except by a writing signed by each party. Each of the parties shall execute such documents consistent herewith and do such other acts and deeds as may be required by the other to further evidence or effectuate its rights hereunder.
Multiple Counterparts: This Agreement may be executed in multiple counterparts, which together shall be deemed to be one and the same Agreement.
Notices: All notices in connection with this Agreement shall be in writing and shall be given by certified, registered, or first-class mail or personally delivered at the address set forth in this Agreement.
Service Level: CauseVid will refund a portion of the Client’s payment if services are not rendered for 3 or more consecutive days at a rate of $6.63/day.
Right to Cure. Whenever a breach of this Agreement by either party is relied upon as a justification for any action taken by the other party, before such action is taken, the party asserting the breach shall give the other party written notice of the existence and nature of the breach and such other party shall have the opportunity to correct such breach during the ten (10) day period following such notice. If such cure is effected, then any such breach shall not be a basis for the party intending to rely thereon.
Updated September 16, 2019