1. Terms of Use.
1.1. This Agreement is a contract between you and Research Data, Inc., a Virginia corporation doing business as ProvideACast (“ProvideACast”) and applies to all ProvideACast Accounts. By creating a ProvideACast Account, you signify that you have read, agree with and accept all of the terms and conditions contained in: (i) these terms and conditions (the “Terms and Conditions”) and (ii) ProvideACast’s privacy notice, found at http://www.provideacast.com/Privacy.aspx, which is incorporated herein by reference. If you do not agree and accept any of these terms or the ProvideACast privacy notice, please do not open a ProvideACast Account.
1.2. Although we may attempt to notify you when major changes are made to these Terms and Conditions, you should periodically review the most up-to-date version, which is available at http://www.provideacast.com/Terms.aspx. ProvideACast may, in its sole discretion, revise or modify these Terms and Conditions at any time, and you agree to be bound by such revisions or modifications.
2. Description of ProvideACast.
2.1. ProvideACast is a “one stop” video production and hosting service. ProvideACast videos enable personal sales and marketing messages to be viewed by your customers on the internet, anytime or anywhere. Multiple customers and prospects can be engaged at any time of day or night, according to what best fits their schedules. A ProvideACast video is an efficient and cost effective way for you to communicate one-on-one and can dramatically improves sales and marketing productivity and reach. ProvideACast enables you to create a personal connection with prospects and customers in the earliest possible phase of the sales cycle.
3. ProvideACast Account.
3.1. Before ProvideACast can create a ProvideACast video for you, you must create a ProvideACast Account. A ProvideACast Account will allow you to oversee all aspects of the production of your ProvideACast video, including having a script for your ProvideACast video written by our professional staff, choosing options for the length of the ProvideACast video, scheduling your ProvideACast video shoot, and selecting your level of service. You can also use your ProvideACast Account to view your monthly billing statements and access many other important features.
3.2. In order to create a ProvideACast Account, you must be at least 18 years old and, be engaged in a legitimate business in the United States. When creating your ProvideACast Account, you must provide complete and accurate information. You are solely responsible for all activity that occurs on your ProvideACast Account, and you must keep your ProvideACast Account password secure. You authorize ProvideACast, directly or through third parties, to make any inquiries we consider necessary to validate your identity. In the event of any breach of security or unauthorized use of your ProvideACast Account, you must notify ProvideACast immediately. In order to create a ProvideACast Account, you must also have a valid credit card, which will be used to pay for all ProvideACast services. When you provide credit card information to ProvideACast, you represent to ProvideACast that you are the authorized user of the credit card that is used to pay service or other fees. Each month that you have a ProvideACast Account, you agree and reaffirm that ProvideACast is authorized to charge your credit card for any fees related to the ProvideACast services. You agree to promptly notify ProvideACast of any changes to your credit card account number, its expiration date and/or your billing address and you agree to promptly notify ProvideACast if your credit card expires or is canceled for any reason.
4. Levels of Service; Pricing.
4.1. ProvideACast currently offers several different levels of service. You will be able to select your level of service (including the length of your service agreement) at the time that you create your ProvideACast Account. Please note that the minimum length of your service contract will be one month or if you elect to pay the Production Fees in installments, the length of your installment plan, whichever is longer. If you elect the “unlimited” use plan, please note that this plan is subject to “reasonable use” as determined by ProvideACast from time to time.
4.2. In order to ensure that ProvideACast is available at an optimum level for all of it subscribers, your utilization of the service must be reasonable in time, scope and volume. ProvideACast reserves the right to curtail unreasonable use of unlimited accounts. Unlimited accounts do not constitute a dedicated connection nor does it assume that persons who have subscribed to unlimited accounts have need for an exceptionally high volume of use of the ProvideACast stream in comparison to the average user of our service. If a subscriber appears to be unable to maintain a reasonable use of the service, ProvideACast may cancel, suspend or decline to renew the service without notice. It is in ProvideACast’s discretion to determine what constitutes reasonable or unreasonable use.
4.3. You will be charged two types of fees in connection with your ProvideACast Account: (i) fees associated with the production of your ProvideACast video (the “Production Fees”), and (ii) fees associated with storing, hosting and streaming your ProvideACast video (the “Hosting Fees”).
4.4. You will have the option of electing to pay your Production Fees in one of two ways. You may elect to pay the entire amount of your Production Fees in advance or you may elect to pay your Production Fees in installments.
4.5. The Hosting Fees that you will be charged depend on the level of service that you select. The credit card associated with your account will be charged, in advance, for all Hosting Fees on the monthly anniversary of the date that your ProvideACast video is posted. Any additional minutes that you use during a month will be charged as Hosting Fees the next month. Unused minutes in any month will not be carried forward.
5. Termination of ProvideACast Account.
5.1. ProvideACast and you both have the right to terminate or cancel your ProvideACast Account at any time. You understand and agree that the cancellation of your ProvideACast Account is your sole right and remedy with respect to any dispute with ProvideACast. This includes, but is not limited to, any dispute related to, or arising out of: (i) these Terms and Conditions; or (ii) the amount or type of fees, or any changes to any of the fees charged by ProvideACast in connection herewith.
5.2. In order to cancel your ProvideACast Account, you must give written notice to ProvideACast at the following address: PO Box 27122, Richmond, Virginia 23261. ProvideACast reserves the right to collect from you all fees incurred before you cancel your ProvideACast Account.
5.3. If you terminate or cancel your ProvideACast Account more than 30 calendar days prior to the scheduled shoot of your ProvideACast video, ProvideACast will refund one-hundred percent (100%) of any Hosting Fees that you have paid and sixty-percent (60%) of any Production Fees that you have paid.
5.4. If you terminate or cancel your ProvideACast Account less than 29 calendar days prior to the scheduled shoot of your ProvideACast video, ProvideACast will refund one-hundred percent (100%) of any Hosting Fees that you have paid and none of your Production Fees.
5.5. In addition to all other rights and remedies under this Agreement or in law or equity, ProvideACast has the absolute right to terminate or cancel your ProvideACast Account at any time, and restrict or block access to your ProvideACast video in the event that you do not pay all fees due hereunder or otherwise comply with these Terms and Conditions.
6. ProvideACast Streamcast Production.
6.1. Depending on the level of service that you select, ProvideACast’s professionals may write a script for your ProvideACast video, work through any revisions or modifications to your ProvideACast video script, schedule a date and time to shoot your ProvideACast video, and shoot, produce and edit your ProvideACast video.
6.2. You hereby grant to ProvideACast a limited right to use your name, likeness and biographical data in connection with your ProvideACast video.
7. Intellectual Property.
7.1. You acknowledge and agree that all ProvideACast videos are the exclusive copyrighted property of ProvideACast. ProvideACast grants you a limited license to link to your ProvideACast video from your website. You may not copy, reproduce, or distribute your ProvideACast video without the express written consent of ProvideACast.
7.2. The terms “ProvideACast”, “The New Way to ‘Get Personal’ on the Internet” and all related logos, products and services described in the ProvideACast website are owned by ProvideACast and are protected by copyrights, trademarks, and other intellectual property rights. You may not copy, imitate or use them without our prior written consent. In addition, all page headers, custom graphics, button icons, and scripts used on the ProvideACast website are service marks, trademarks and/or tradedress of ProvideACast. You may not copy, imitate, or use them without the prior written consent of ProvideACast.
8. Limitation of ProvideACast’s Obligations and Liability; Disclaimer of Warranties.
8.1. As part of the services provided, ProvideACast will provide shared server computers to store and host your ProvideACast video. ProvideACast will utilize its best efforts to maintain acceptable performance and accessibility for the servers, however ProvideACast cannot guarantee continuous service, service at any particular time, or integrity of data stored or transmitted via its systems or via the internet. ProvideACast will attempt to backup the servers in a commercial reasonable manner, however ProvideACast is not responsible for any lost content.
8.2. Under no circumstances shall either party be liable to the other party for indirect, incidental, consequential, special or exemplary damages arising from the use or inability to use the service or on-line site or any other provision of this agreement, such as, but not limited to, loss of revenue or anticipated profits or lost business.
8.3. NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATION OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE OR THE ON-LINE SITE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, PROVIDEACAST SPECIFICALLY DISCLAIMS ANY WARRANTY REGARDING THE PROFITABILITY OF THE ON-LINE SITE. LICENSOR FURNISHES THE ABOVE WARRANTIES IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED, OR IMPLIED, INCLUDING THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE.
9. Miscellaneous.
9.1. You understand and agree that ProvideACast may provide notice to you by posting it on our internet website, emailing it to the email address associated with your ProvideACast Account, or mailing it to the physical address associated with your ProvideACast Account. Such notice shall be considered to be received by you within twenty-four (24) hours after the time that it is posted to our internet website or emailed to you unless we receive notice that the email was not delivered. If notice is sent by mail, we will consider it to have been received by you three (3) business days after it is sent. Any notices to ProvideACast may be sent to the following address: PO Box 27122, Richmond, Virginia 23261.
9.2. These Terms and Conditions Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Virginia.
9.3. If any clause, provision or section of these Terms and Conditions shall be held illegal or invalid by any court, the illegality or invalidity of such clause, provision or section shall not affect the remainder of these Terms and Conditions which shall be construed and enforced as if such illegal or invalid clause, provision or section had not been contained in these Terms and Conditions. If any agreement or obligation contained in these Terms and Conditions is held to be in violation of law, then such agreement or obligation shall be deemed to be the agreement or obligation of the respective party hereto only to the extent permitted by law.
9.4. The titles and headings of the various sections and subsections hereof are intended solely for means of reference and are not intended for any purpose whatsoever to modify, explain or place any construction on any of the provisions of these Terms and Conditions. The parties hereto acknowledge that they are sophisticated in business transactions. As such, the usual rule of construction that any ambiguities be resolved against the drafting party shall be inapplicable in the construction and interpretation of these Terms and Conditions.
9.5. You and ProvideACast agree to attempt to resolve any dispute or claim arising out of these Terms and Conditions through non-binding mediation before the mediator(s) of the McCammon Mediation Group or, if that group is not available, another mediator acceptable to all parties. Such mediation shall take place in Richmond, Virginia, or other place mutually agreeable to the parties thereto. In the event of any collection litigation among the parties, the prevailing party shall be entitled to its costs and expenses, including reasonable attorney's fees and costs. Notwithstanding the foregoing, you agree that the foregoing mediation provision shall not apply to any disputes regarding the billing or collection of any fees hereunder.
9.6. This is Version 1 of the Terms and Conditions. Its effective date is: June 1st, 2008.