Terms and Conditions
This Verizon Digital Media Services Trial Agreement (“Agreement“) governs Your use of Verizon’s digital media services (“Services,” defined further below) for demonstrating potential capabilities, benefits and features of the Services. This Agreement is entered into between Verizon Digital Media Services Inc. and its Affiliates (“Verizon“) and the company or other legal entity for which you are accepting this Agreement, and its Affiliates (“You“, “Your” or “Customer“) and is effective as of the date you accept it or upon your first use of the applicable Services (“Effective Date“).
- Trial Period; Services. The parties shall establish a trial account during the “Trial Period” to enable Your employees, customers and Your beta user pool, if any, to test the Services. The “Trial Period” shall continue for two weeks from the Effective Date and then shall renew automatically for successive periods of two weeks until the earlier of (a) a party provides to the other party written notice of termination of the Trial Period or (b) the parties enter into a binding commercial agreement for the provision of the Services. “Services” provided by Verizon during the Trial Period may include, but are not limited to, content delivery network (CDN), streaming, media platform services and other services as agreed by the parties from time to time. The Services are not subject to any service level agreement. There is a zero cost for Services during the Trial Period, unless otherwise agreed by the parties in a separate written service order or agreement. Upon completion of the Trial Period, if You choose to further procure the Services, all Services shall be subject to rates, terms and conditions as agreed to by the parties in a separate written agreement. The parties agree to use commercially reasonable efforts to enter into a binding, written commercial agreement for the provision of digital media services to You.
- Connectivity. It may be necessary to establish connectivity (“Connectivity”) to a Verizon designated platform. To establish and maintain Connectivity, You shall either use Your own or third party-supplied proprietary equipment or facility (collectively, the “Customer Equipment“). You shall be responsible for the Customer Equipment being compatible with the Services, including but not limited to meeting any operational, security and any other requirements identified by Verizon to enable Connectivity. “Connectivity” means establishment of the method of transport that allows You to transfer digital files between Your premises and the Verizon digital media platform and allows You to receive Services.
- Grant of Rights; Security; Indemnification. (a) You hereby grant to Verizon a limited, non-transferrable, non-sub licensable and non-exclusive right and license to use the digital content provided by You to Verizon (the “Customer Content“) for the sole and exclusive purposes of providing the Services to You. You acknowledge that Verizon and its agents shall, by virtue of providing Services, come into possession of Customer Data. “Customer Data” includes all data that identifies You or Your End Users. Customer Data includes but is not limited to Your name, employee contact information, End User Data, data necessary for account establishment, billing data or content transmission data when such data identifies You. “End User Data” includes End User name, address, contact information, usage, billing or any other data that personally identifies End Users of the Services. You acknowledge and agree that Verizon and its agents may use, process and/or transfer Customer Data (including transfers to entities in countries that do not provide statutory protections for personal information) (i) in connection with the provision of Services; and (ii) to incorporate Customer Data into databases controlled by Verizon and its Affiliates for the purpose of administration, provisioning, billing and reconciliation, verification of Customer identity and solvency, maintenance, support and product development, fraud detection and prevention, sales, revenue and Customer analysis and reporting, marketing and Customer use analysis. “Affiliate” means an entity directly or indirectly Controlled by, Controlling or under common Control with a Party, now or in the future. An entity shall “Control” another entity when it owns more than 50% of the equity or other voting interests, or otherwise has management and operational control. You warrant that You have obtained and maintain all legally required consents and permissions from relevant parties (including data subjects) for the use, processing and transfer of Customer Data. (b) You are responsible for properly configuring and using the Services and taking your own steps to maintain appropriate security, protection and backup of Customer Content, Customer Data and End User Data, which may include but is not limited to the use of encryption technology to protect such materials from unauthorized access and routine archiving. You are responsible for implementing authentication measures and maintaining the security of Your account login information, passwords and any other information used to gain access to the Services. (c) You are responsible for all claims and issues arising in respect of any actions performed by You or on your behalf under this agreement, including but not limited to Customer Content and Customer Data, and You shall indemnify Verizon, its officers, directors and employees, as to the same.
- Intellectual Property Indemnification. Verizon shall indemnify, defend and hold harmless You, and Your officers, directors and employees, against any third party action alleging that the Services infringe a valid U.S. patent, trademark, service mark, copyright, or any other proprietary right of any third party. A party seeking indemnity (“Indemnitee“) shall (a) promptly provide Notice to the indemnifying Party of any indemnifiable claim and (b) permit indemnifying party a reasonable opportunity to control the defense; but the Indemnitee may participate in the defense at its own cost and the indemnifying Party may not agree to any judgment or settlement that imposes liability or obligations on the Indemnitee or diminishes the Indemnitee’s rights, without the Indemnitee’s express consent. In the event of any infringement claim, Verizon may, at its option, (i) procure for You the right to continue using such technology, (ii) modify or replace such technology with substantially equivalent non-infringing technology or (iii) terminate this Agreement and require the return of such technology immediately.
- Warranty Disclaimer; Intellectual Property; Feedback; Limitation of Liability. (a) Verizon makes no warranties, either express or implied, with respect to the Services, including but not limited to warranties of fitness or merchantability or infringement. All Services are provided “as-is” for trial purposes only. (b) Except with respect to Your Confidential Information and Customer Content, which shall remain Your property, Verizon shall be the owner of, and shall retain all right, title, and interest in and to, all designs, methods, techniques, software and other materials, products and services, and all intellectual property rights therein or based thereon, conceived, developed, created, acquired or used by or on behalf of Verizon. (c) If You provide to Verizon suggestions, enhancement requests, recommendations, data, statistics or other information regarding experience with the Services (“Feedback“), you grant to Verizon, and its Affiliates, agents, suppliers and subcontractors, a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use modify, create derivative works or incorporate any Feedback. (d) NEITHER PARTY IS LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES. VERIZON SHALL HAVE NO LIABILITY FOR BANDWIDTH THEFT (E.G., LEECHING OR HOTLINKING/DIRECT LINKING TO CONTENT), DENIAL OF SERVICE ATTACKS OR OTHER MALICIOUS ACTS BY THIRD PARTIES. NOTWITHSTANDING ANYTHING TO THE CONTRARY, VERIZON’S AGGREGATE LIABILITY FOR ANY AND ALL CAUSES OF ACTIONS, CLAIMS AND DAMAGES IN CONNECTION WITH THIS TRIAL AGREEMENT IS LIMITED TO ONE HUNDRED DOLLARS ($100.00).
- Confidentiality; Publicity. (a) Except as required by law or regulation, during the Trial Period and for three years after termination of the Agreement, each party shall use the other party’s Confidential Information only for purposes of this Agreement, not disclose it to third parties except as provided below, and protect it from disclosure using the same degree of care it uses for its own Confidential Information (but no less than a reasonable degree of care). Confidential Information of one party may be disclosed by the receiving party to receiving party’s Affiliates and contractors, who are not parties to this Agreement and who have a need to know the Confidential Information for purposes of performing this Agreement, provided that, the receiving party and such Affiliates and/or contractors enter into a written confidentiality agreement containing terms at least as restrictive as those set forth in this Agreement. If such agreement does not expressly permit the party whose confidential information is disclosed to enforce such agreement as a third party beneficiary, then the receiving party who disclosed Confidential Information of the other party to such Affiliates and contractors shall be responsible for any breach of such agreement by such Affiliates or contractors. “Confidential Information” means information (in whatever form) designated as confidential by the disclosing party by conspicuous markings (if Confidential Information is in tangible or digital form) or by announcement at the time of initial disclosure (if Confidential Information is orally disclosed) or if not so marked or announced should reasonably have been understood as confidential to the disclosing party (or one of its Affiliates or subcontractors), either because of legends or other markings, the circumstances of disclosure or the nature of the information itself and that (i) relates to this Agreement or changes to this Agreement; (ii) relates to the disclosing party’s customers, products, services, developments, trade secrets, know-how or personnel; and (iii) is received by the receiving party from the disclosing party during the Trial Period. Confidential Information does not include information that: (A) is in the possession of the receiving party free of any obligation of confidentiality at the time of its disclosure; (B) is or becomes publicly known other than by a breach of this provision; (C) is received without restriction from a non-party free to disclose it; or (D) is developed independently by the receiving party without reference to the Confidential Information. In addition, information, whether or not Confidential Information, may be disclosed by a receiving party as may be required or authorized by applicable law, rule, regulation, or lawful process provided that the receiving party, to the extent practicable and permitted by applicable law, rule, regulation, or lawful process, first notifies the disclosing party in order to permit the disclosing party to seek reasonable protective arrangements. The terms and conditions of this Agreement are Confidential Information. (b) Neither party shall issue any press release or other announcement relating to this Agreement (including its existence) without the other party’s prior written approval.
- General. This Agreement shall be governed by the laws of New York, without regard to its conflict of law principles. This Agreement sets forth the entire agreement and understanding of the parties with respect to the subject matter herein. Neither party may assign this Agreement, in whole or in part, without the other party’s express prior consent except (a) to an Affiliate or (b) in connection with a Change of Control. “Change of Control” means one or more transactions whereby (i) Control of a party is transferred, whether by operation of law or otherwise, (ii) all or substantially all of such party’s assets or equity securities are acquired or (iii) such party is merged or consolidated with or into another entity; provided, that, in any case, such party’s equity owners of record immediately before such transaction(s) shall, immediately after such transaction(s), hold less than 50% of the voting power of the succeeding, acquiring or surviving entity. All notices, approvals or consents required by this Agreement shall be in writing, in English and shall be deemed given (A) if personally delivered, upon delivery, (B) if delivered by overnight courier or private mail service, upon receipt, (C) if delivered by certified mail return receipt requested, five days from deposit in the mail or (D) if delivered by e-mail or fax, upon confirmation of delivery. If to Verizon: Verizon Digital Media Services, 13031 West Jefferson Boulevard, Building 900, Los Angeles, California 90094, Attention: Verizon Digital Media Services Legal Department; e-mail: email@example.com; fax: +1-310-861-0376, with a copy to Verizon Digital Media Services Controller; email: firstname.lastname@example.org. If to Customer: at the contact information specified below. If to Customer: at the e-mail address or other contact information on file. Either party may change its contact information upon notice to the other party. Each party shall be responsible for any costs it incurs to perform its obligations under this Agreement. Nothing contained herein shall be deemed to create, and the parties do not intend to create, any relationship of partners or joint ventures as between Verizon and You. This Agreement constitutes the entire agreement and supersedes all other prior or contemporaneous understandings or agreements. The Agreement may be amended only in writing and signed by both parties.
Last updated: August 18, 2016
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