CONTENTCAST™ PROGRAM FOR RETAILERS
TERMS AND CONDITIONS
LAST UPDATED: April 27, 2017
The ContentCast program (the “ContentCast Program”) offers online retailers an opportunity to access product information content for display on their sites. If You are accepted by the ContentCast Program, CBSi (“CBSI”, “We” or “Us”) will make its proprietary platform (the “CBSi Platform”) and/or a line of code (the “Code”) available to you (“You”, or “Your(s)”) at CBSI’s discretion to access the ContentCast service (the “Service”) under these ContentCast Terms and Conditions (the “Agreement”). We may, in our sole discretion modify the terms of this Agreement, at any time, effective upon the date We post revised terms on Our sites.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCEPTING THE TERMS AND CONDITIONS AS PART OF THE REGISTRATION PROCESS OR BY USING THE SERVICE, YOU CERTIFY THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT COMPLETE THE REGISTRATION PROCESS AND USE THE SERVICE.
1. Service and Selected Content.
The Service gives You access to the CBSI Platform and/or Code allowing You to display Selected Content through various syndication means at CBSI’s discretion on Your wholly owned and operated website (“Your Site”). You agree to provide true, accurate, current, and complete information about yourself as requested during the registration process, and to update Your information. You may not reveal Your subscription password to anyone else and You may not use anyone else's password. You are responsible for maintaining the confidentiality of Your account and password at all times. You shall notify CBSi immediately in case of an unauthorized access to Your account.
You are responsible to provide CBSI with any content (including but not limited to product catalog, product data, pricing information) as requested by CBSI to provide the Service to You.
Selected Content” may include without limitation at CBSI’s discretion: (i) information used to describe and promote manufacturers (“Manufacturer(s)”) products including part numbers, descriptions, specifications, HTML, graphics, ads, flash banners, public price catalogs, images, key selling points, user manuals, marketing materials, product tours, videos, creative assets, and logos, trademarks, trade names, service marks, service names, and distinct brand elements (the “Manufacturer Marks”) (collectively, the “Manufacturer Content”); (ii) editorial product reviews and other material provided by CBSI (collectively the “CBSI Material”); (iii) product reviews or other materials generated by third parties (collectively, the “Third Party Material”).
2. Fees.
The Service will be provided to You at no cost but CBSI reserves the right to charge for the Service at anytime by providing you notice. Additional costs may also apply in the event that You require customization and/or technical support above the basic Service.
3. Grant of Rights.
3.1 Subject to any third party licenses (including Manufacturer licenses); CBSI hereby grants You a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable license during the term of this Agreement to: (i) access and use the Service and the CBSi Platform (when applicable); and (ii) use, reproduce, and publicly display the Selected Content on Your Site. All rights not expressly granted in these Terms and Conditions are reserved by CBSI.
3.2 You hereby grant to CBSI: (i) an irrevocable, non-exclusive, worldwide, royalty-free license to use, reproduce, distribute, create derivative works of, and publicly display any content and other information provided to or collected by CBSI in relation with the Service; and (ii) a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute and publicly display Your name, logo and trademarks within the CBSI services.
4. Use Restrictions.
The Selected Content is strictly limited to Your use of the Service and display of the Selected Content on Your Site in accordance with the terms of the Agreement. You will not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service, the Code, the CBSI Platform or the Selected Content in any way. You will not modify or make derivative works or attempt to reverse engineer the CBSI Service, the Code, the Selected Content or the CBSI Platform. You agree to use the Selected Content at your own risk and subject to any applicable product manufacturers of third parties requirements or licenses.
5. Ownership of Intellectual Property.
You acknowledge and agree that: (a) the Manufacturers own all right, title and interest in and to their respective Manufacturer Content; (b) CBSI owns all right, title and interest in and to the Service, the Code, the CBSi Platform, the CBSI Material and CBSI trademarks, service marks, logos and other distinctive brand features, data or content used within the Service, the CBSI Platform or the Selected Content and (c) the Third Party Material is owned by independent third parties. Nothing in these Terms and Conditions shall confer in You any right of ownership in the foregoing including but not limited to the Selected Content or the service.
6. Data and Policies.
CBSI is committed to maintaining compliance with the Digital Advertising Alliance’s Self-Regulatory Principles for Online Behavioral Advertising. In support of those principles, You are required to maintain a privacy policy which: (i) complies with all applicable laws and regulations; (ii) discloses that You collect and share user information with third parties for use in online advertising; (iii) discloses the type of information collected and shared by You; (iv) notifies users that You may allow third parties such as CBSI to monitor Your Site for the purpose of reporting website traffic, statistics, advertisements, “click-throughs” and/or other activities, and such third parties may use cookies, Web beacons, and other technologies to compile and use anonymous statistics about your users; (v) obtains all rights and permissions necessary, if any, for CBSI, and its affiliates to collect and use such data.
By using the Service, you agree that CBSI may use cookies, web beacons or other technologies to collect data related to an end user’s behavior on Your Site. You grant Us a non-exclusive, perpetual, worldwide, and irrevocable right and license to collect, use, create derivative works from, and disclose data derived from the Service and to allow our third-party data partners to do the same. You shall comply with the Privacy Policy available at (or its successor website): https://www.cbsinteractive.com/legal/cbsi/privacy-policy/highlights and the Terms of Use available at (or its successor website): https://www.cbsinteractive.com/legal/cbsi/terms-of-use
We retain ownership of all data and information collected or obtained by Us from users through the Service or through interaction with the Selected Content displayed on Your Site while you own all data You collect directly from the users of Your Site.
7. Representations and Warranties.
You represent and warrant that: (a) You have the power and authority to enter into and perform the obligations under this Agreement; (b) You are in full compliance and will continue to comply with this Agreement and all applicable laws and regulations; (c) You will not use the Service for any purpose other than as expressly authorized under this Agreement; (d) You have the right to provide any content, data or other material you provide to CBSI in relation with the Service and such content, data or other material do not contain any content, materials, advertising or services that are inaccurate or that infringe on or violate any applicable law, or third party rights including without limitation rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, licenses, and other contractual or property interests; (e) With regards to the Manufacturer Content: (i) You will obtain and comply with all applicable Manufacturers consents, requirements and guidelines for use of the Manufacturer Content and Manufacturer Marks on Your Site; (ii) You will not use the Manufacturer Marks to diminish or otherwise damage the Manufacturer's goodwill and the Manufacturers Marks; (f) Your Site will meet or exceed the standard of quality and performance generally accepted in the industry and will comply with all applicable laws, rules and regulations at all times.
8. Indemnification.
You hereby agree to indemnify, defend, and hold CBSI and all of our officers, directors, employees, agents, information providers, affiliates, and licensors (collectively, the “CBSI Parties”) harmless from and against any and all liability, losses, costs, and expenses (including attorneys' fees) (collectively, the “Losses”) incurred by any of the CBSI Parties in connection with any claim arising out of: (a) a breach of any representations, warranties or covenants under this Agreement by You including without limitation a breach of section 6 (Data) or 7 (Representation and Warranties); (b) any use or alleged use of the Service by someone with Your user name or password, whether authorized by You or not; and (c) any use of the Service or the Selected Content by You that is not authorized under this Agreement. CBSI reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and, in such case, You agree to cooperate with our defense of such claim.
9. DISCLAIMERS.
WE PROVIDE THE SERVICE “AS IS,” “WITH ALL FAULTS,” AND WITHOUT ANY WARRANTY WHATSOEVER. THE CBSI PLATFORM, THE CODE AND THE SELECTED CONTENT INCLUDING WITHOUT LIMITATION THE MANUFACTURER CONTENT AND ANY OTHER MATERIAL YOU MAY ACCESS WHILE USING THE SERVICE ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” AND WITHOUT ANY WARRANTY WHATSOEVER. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT ANY PART OF THE SERVICE, THE CODE, THE CBSI PLATFORM OR THE SELECTED CONTENT WILL MEET YOUR NEEDS OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE AND YOU ASSUME THE ENTIRE RISK OF USING SUCH SERVICE.
10. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CBSI WILL NOT BE LIABLE FOR ANY LOST PROFITS, LOST BUSINESS, INTERRUPTION OF BUSINESS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICE, THE CODE, THE CBSI PLATFORM, THE SELECTED CONTENT OR IN GENERAL IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CBSI'S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGEEMENT SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100.00). THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF CONSIDERATION LEVIED UNDER THESE TERMS AND CONDITIONS.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
11. Contact and Communications.
CBSI may contact You via e-mail, phone or postal mail to validate Your account, provide You with information about the Service, Your account or to provide You with information about special offers available only to Service subscribers. Moreover in order to facilitate Your use of the Selected Content during the term of this Agreement, CBSI reserves the right to provide Your contact information to the applicable Manufacturer(s). CBSI shall be permitted to make reference to Your name, logo and short description of Your activity on its website and other promotional material.
12. Term and Termination.
CBSI reserves the right, in its sole discretion, to restrict, suspend, or terminate Your access to all or any part of the Service at any time for any reason or no reason at all without prior notice or liability. You may terminate Your use of the Service for any reason or no reason by removing the code snippet from your site and providing written notice. Upon termination, You shall immediately cease use of the Service and delete all Selected Content from Your Site. The following provisions shall survive any termination of these Terms and Conditions: Sections 5, 7, 8, 9, 10, 11, 12 and 13.
13. Miscellaneous.
This Agreement shall be construed in accordance with the laws of the State of California, and the parties irrevocably consent to bring any action to enforce this Agreement in the federal or state courts located in San Francisco County, California. This Agreement constitutes the entire agreement between You and CBSi with respect to the ContentCast Program, and supersedes all previous written or oral agreements. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
You acknowledge that due to the news gathering and reporting and editorial review nature of certain areas of CBSi's or its affiliates' businesses, CBSi editorial teams may review your products or any materials You submit to our sites and that such reviews will not be influenced by Your participation into the ContentCast Program.
You may not assign or transfer this Agreement or any obligation incurred hereunder, without the prior written consent of CBSi. Any attempt to do so in contravention of this Section shall be null and void and of no force and effect.
All of the terms and conditions (other than the existence hereof) of this Agreement shall be kept confidential by the parties hereto and shall not be disclosed by either party to any third party throughout the term hereof and for three (3) years thereafter, except (i) as may be required by law or court order, and (ii) to a party’s accountant, auditors and legal counsel who shall be bound to the confidentiality obligations of this provision. You may not issue a press release, announcement or any other publicity relating to this Agreement or the business relationship established by this Agreement without the prior written approval of CBSI.
SUBLICENSING EXHIBIT.
Notwithstanding anything to the contrary in the ContentCast Agreement, the following terms and conditions shall apply and prevail over the Terms and Conditions in case of conflict with such Terms and Conditions solely and only when You have been expressly allowed by CBSI to sublicense the Services in whole or in part solely at CBSI’s discretion.
You may incorporate the Code into for use in Your Site (the “Client Solution”), which serves as an electronic business platforms for the resellers or retailers (the “Resellers or Retailers”, “They” or “Their”). Client Solution is hosted by Client. The Resellers or Retailers are allowed to display the mutually agreed Selected Content on their Sites. CBSI may rescind the authorization at anytime. Except through Client Solution, the Resellers or Retailers shall not have direct access to the Selected Content or be able to download any such Selected Content. Client will solely be responsible for any and all use of the Service and the Selected Content by the Resellers or Retailers and agrees to defend, indemnify and hold harmless CBSI and its officers, directors, employees and agents from and against any damages, liabilities, settlement, costs or expense (including reasonable legal expenses and expenses of other professionals), as incurred, resulting from, or arising out of any claim arising out of any type of use of the Services, the Code and/or the Selected Content by the Resellers or Retailers.
Client will ensure that a Client Reseller or Retailer that have access to the Service and or the Selected Content through this Sublicensing authorization exhibit will be bound by terms substantially similar to the Agreement (including but not limited to the “Data and Policies” section).

CONTENTCAST™ PROGRAM
TERMS AND CONDITIONS APPLICABLE TO MANUFACTURERS
LAST UPDATED: February 12, 2015
The ContentCast program (the “ContentCast Program”) offers online manufacturers an opportunity to upload, customize and syndicate product information content onto retailer sites. If You are accepted in the ContentCast Program, CBSi (“CBSI”, “We”, “Our”, or “Us”) will make its proprietary platform (the “CBSi Platform”) available to you (“Manufacturer”, “You”, or “Your(s)”) to access the ContentCast service (the “Service”) under these ContentCast Terms and Conditions and the terms of any applicable order forms (together the “Agreement”). We may, in our sole discretion modify the terms of this Agreement, at any time, effective upon the date We post revised terms on Our sites.
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY ACCEPTING THE TERMS AND CONDITIONS AS PART OF THE REGISTRATION PROCESS OR BY USING THE SERVICE, YOU CERTIFY THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THIS AGREEMENT.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT COMPLETE THE REGISTRATION PROCESS AND USE THE SERVICE.
1. Service and Definitions.
1.1 Service.
The Service gives You access to the CBSI Platform allowing You to upload, enhance, and customize Your Content and select certain syndication channels within the CBSi Network as further described in the Order Form when applicable. You agree to provide true, accurate, current, and complete information about yourself as requested during the registration process, and to update Your information. You may not reveal Your subscription password to anyone else and You may not use anyone else's password. You are responsible for maintaining the confidentiality of Your account and password at all times. You shall notify CBSi immediately in case of an unauthorized access to Your account.
1.2 Definitions.
CBSI Inline Template Page” means the standard CBSi proprietary generic template used to customize and syndicate Your Content via the CBSI Platform.
CBSI Network” means the value added resellers or retailers, distributors, e-tailers, shopping comparison sites, portal operators and partners of CBSI who may receive or display Your Content via various CBSi services.
Manufacturer” or “Your Content” means the content provided by You to CBSi pursuant to this Agreement or otherwise collected independently by CBSi and may include without limitation: (i) information used to describe and promote Your products including part numbers, descriptions, specifications, HTML, graphics, ads, flash banners, public price catalogs, images, key selling points, user manuals, marketing materials, product tours, videos, creative assets, and logos, trademarks, trade names, service marks, service names, and distinct brand elements (the “Manufacturer” or “Your Marks”).
Order Form”: From time to time, the Parties may negotiate an order form to define certain ContentCast Program features selected within the Service. Each Order Form must be in writing and signed by an authorized officer of CBSi in order to be effective and shall be governed by the Agreement.
Other capitalized terms used in this Agreement are defined upon their first occurrence, indicated in bold and underlined.
2. Fees.
Unless otherwise stated in the applicable Order Form, the Service will be provided to You at no cost but CBSI reserves the right to charge for the Service at anytime by providing you notice. Additional costs may also apply in the event that You require customization and/or technical support above the basic Service. If such stated in an applicable Order Form, you agree to pay all the fees set forth in the Order Form under the financial terms stated in such Order Form.
3. Grant of Rights.
3.1 CBSI hereby grants You a limited, non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable license during the term of this Agreement to access and use the CBSI Platform and the Service. All rights not expressly granted in these Terms and Conditions are reserved by CBSI.
3.2 You hereby grant to CBSI: (i) an irrevocable, non-exclusive, worldwide, royalty-free and perpetual license to use, reproduce, distribute, create derivative works of, and publicly display Your Content within the CBSI Network; and (ii) a non-exclusive, worldwide, royalty-free license to use, reproduce, distribute and publicly display Your name, logo and trademarks (“Your Marks”) for the purpose of providing the Service under this Agreement.
In furtherance of the foregoing, CBSI is permitted to distribute and authorize third parties to distribute Your Content and Your Marks and such third parties have the right to use, reproduce, distribute, create derivative works and publicly display the same when they receive the content from CBSI. For avoidance of doubt, nothing in this Agreement shall restrict CBSI to use, reproduce, distribute, create derivative works of, and publicly display the Manufacturer information obtained by CBSI from publicly available sources.
4. Use Restrictions.
Use of the CBSI Platform is strictly limited to Your use of the Service in accordance with the terms of the Agreement. You will not license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the CBSI Platform in any way. You will not modify or make derivative works or attempt to reverse engineer the Service or the CBSI Platform.
5. Ownership of Intellectual Property.
You acknowledge and agree that as between You and CBSI: (a) You own all right, title and interest in and to Your Content; and (b) CBSI owns all right, title and interest in and to the ContentCast Service, the CBSI Platform, and any CBSI material within the CBSI Platform and Service as well as any CBSI trademarks, service marks, logos and other distinctive brand features, data or content used within the Service or the CBSI Platform. Nothing in this Agreement shall confer in You any right of ownership in the foregoing.
6. Data.
We retain ownership of all data and information collected or obtained by Us from users through the Service or through interaction with Your Content displayed on the retailer sites.
7. Representations and Warranties.
You represent and warrant that: (a) You have the power and authority to enter into and perform the obligations under this Agreement; (b) You are in full compliance and will continue to comply with this Agreement and all applicable laws and regulations; (c) You will not use the Service or the CBSI Platform for any purpose other than as expressly authorized under this Agreement; (d) You have all necessary rights, consents, waivers, licenses and clearances to grant the rights set forth in this Agreement; (e) Your Content does not contain any content, data, information, materials, advertising or services that are inaccurate or that infringe on or violate any applicable law, or third party rights including without limitation rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, licenses, and other contractual or property interests.
8. Indemnification.
You hereby agree to indemnify, defend, and hold CBSI and all of our officers, directors, employees, agents, information providers, affiliates, and licensors (collectively, the “CBSI Parties”) harmless from and against any and all liability, losses, costs, and expenses (including attorneys' fees) (collectively, the “Losses”) incurred by any of the CBSI Parties in connection with any claim arising out of: (a) a breach of any representations, warranties or covenants under this Agreement by You including without limitation a breach of section 7 (Representation and Warranties); (b) any use or alleged use of the CBSI Platform or the Service by someone with Your user name or password, whether authorized by You or not; (c) any use of the Service by You that is not authorized under this Agreement; and (d) Your Content. CBSI reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and, in such case, You agree to cooperate with Our defense of such claim.
9. DISCLAIMERS.
WE PROVIDE THE CONTENTCAST PLATFORM AND THE SERVICE “AS IS”, “WITH ALL FAULTS”, AND WITHOUT ANY WARRANTY WHATSOEVER. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WE DO NOT WARRANT THAT ANY PART OF THE SERVICE OR THE CONTENTCAST PLATFORM WILL MEET YOUR NEEDS OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE AND YOU ASSUME THE ENTIRE RISK OF USING SUCH SERVICE.
10. LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CBSI WILL NOT BE LIABLE FOR ANY LOST PROFITS, LOST BUSINESS, INTERRUPTION OF BUSINESS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SERVICE, THE CBSI PLATFORM, OR IN GENERAL IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CBSI'S AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THIS AGREEMENT SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100.00). THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF CONSIDERATION LEVIED UNDER THESE TERMS AND CONDITIONS.
CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED.
11. Contact and Communications.
CBSI may contact You via e-mail, phone or postal mail to validate Your account, provide You with information about the Service, Your account or to provide You with information about special offers available only to Service subscribers. CBSI shall be permitted to make reference to Your name, logo and short description of Your activity on its website and other promotional material.
12. Term and Termination.
This Agreement becomes effective upon your use of the Service and will continue to be in full force and effect so long as you use the Service unless otherwise stated in an applicable Order Form. CBSI reserves the right, in its sole discretion, to restrict, suspend, or terminate Your access to all or any part of the Service at any time for any reason or no reason at all without prior notice or liability. Upon termination of this Agreement, regardless of the termination method, you shall immediately cease to use the Service and the CBSI Platform. CBSI shall however continue to have the right to incorporate and distribute the Your Content within the CBSi Network.
Section 5 through 13 shall survive termination of this Agreement.
13. Miscellaneous.
This Agreement shall be construed in accordance with the laws of the State of California, and the parties irrevocably consent to bring any action to enforce this Agreement in the federal or state courts located in San Francisco County, California. This Agreement together with the Order Form if applicable, constitutes the entire agreement between You and CBSi with respect to the ContentCast Program, and supersedes all previous written or oral agreements. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
You acknowledge that due to the news gathering and reporting and editorial review nature of certain areas of CBSi's or its affiliates' businesses, CBSi editorial teams may review your products or any materials You submit to our sites or through the CBSI Platform and that such reviews will not be influenced by Your participation into the ContentCast Program.
You may not assign or transfer this Agreement or any obligation incurred hereunder, without the prior written consent of CBSi. Any attempt to do so in contravention of this Section shall be null and void and of no force and effect.
All of the terms and conditions (other than the existence hereof) of this Agreement shall be kept confidential by the parties hereto and shall not be disclosed by either party to any third party throughout the term hereof and for three (3) years thereafter, except (i) as may be required by law or court order, and (ii) to a party’s accountant, auditors and legal counsel who shall be bound to the confidentiality obligations of this provision. You may not issue a press release, announcement or any other publicity relating to this Agreement or the business relationship established by this Agreement without the prior written approval of CBSI.