1. The Dovie Service. The “Dovie Service” is an online video platform that enables Company to upload, manage and distribute Company’s Content. From time to time, Dovie may offer different editions of the Dovie Service. Company is entitled to access and use only those features included in the edition to which Company has subscribed. As used herein, “Content” means all content, data or information in any form that is uploaded to the Dovie Service by Company or on Company’s behalf. The Dovie Service does not include Company’s Content or the Content of any other Dovie customer. By using the online, publisher interface (the “P/I”) provided as part of the Dovie Service, Company may make choices about the presentation, management and distribution of the Content. Company may change Company’s selections as permitted by the Dovie Service. In all cases, however, Company’s last selections in the P/I, as reflected in Dovie’s database, shall be conclusive in the event of any dispute concerning Company’s selections.

2. Access to the Dovie Service; Trials
   1. Access to the Service. Access to Company’s Account(s) shall be limited by use of username(s) and password(s) (“Credentials”) selected by Company. Except where Dovie has actual notice of loss, theft or unauthorized use of Company’s Credentials (i) Company is responsible for all activity occurring in Company’s Account(s) and (ii) Dovie shall have the right, without further inquiry, to rely on the provision of Company’s Credentials as sufficient to authenticate Company’s use of the Dovie Service.

   2. Free Trials of the Dovie Service. Dovie may, from time to time, offer free trials of the Dovie Service. Unless otherwise indicated expressly by the offer, any such trial will be effective for a period of 7 days after such trial is commenced by Company or until Company places an Order with Dovie (whichever occurs first). Content uploaded to the Dovie Service by Company during a trial, and any selections made by Company within the P/I during a trial, may be deleted unless Company places an Order with Dovie prior to the conclusion of the trial period. Dovie may terminate any free trial at any time in its sole discretion. NOTWITHSTANDING SECTION 9 OF THESE SERVICE TERMS, THE DOVIE SERVICE IS PROVIDED “AS-IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY DURING TRIALS.

3. Company’s Obligations.
   1. Restrictions on Use. Company covenants that it will not (i) use the Dovie Service in any illegal or unlawful manner or for any illegal or unlawful purpose or (ii) perform any act which interferes with or disrupts the Dovie Service. Dovie will not review or screen Content on a regular basis for compliance with this Agreement or applicable law, and Dovie shall have no obligation to do so, provided, however, that in addition to any other rights Dovie may have, Dovie reserves the right to suspend Company’s access to and/or use of the Dovie Service to the extent that Dovie determines, in good faith, that such suspension is necessary to comply with applicable law or to prevent significant harm to any end user or the Dovie Service; provided further, however, that in such event, Dovie shall use commercially reasonable efforts to suspend only that portion of the Dovie Service as is reasonably necessary to prevent the occurrence or continuation of such violation and/or harm.

   2. Obligation to Pay. Company shall pay Dovie the fees set forth in this Agreement, including any applicable Order, exhibit, attachment or amendment to the Agreement, in accordance with the payment terms set forth herein. Company shall be responsible for and shall pay any applicable sales, use or other taxes or duties, tariffs or the like applicable to Company’s Order (except for taxes on Dovie’s income). All payments shall be made without deduction for withholding taxes. Late payments may be subject to fees at the rate of 1.5% per month or, if lower, the maximum rate allowed by law. If Company fails to pay applicable fees when payment is due, then in addition to any other rights Dovie may have, Dovie shall have the right to suspend delivery of all or a portion of the Dovie Service to Company. If Dovie pursues collection efforts against Company due to Company’s failure to pay fees due under this Agreement, Company shall pay Dovie’s reasonable costs of collection, including any attorneys’ fees related thereto.

4. Dovie’s Obligations. Dovie agrees to (a) operate and make available to Company the Dovie Service in accordance with this Agreement; and (b) perform any other obligations expressly identified in this Agreement.

5. Term. The term (“Term”) of this Agreement shall commence when the credit card information Company has submitted in connection with its Order has been validated and accepted. The Term shall continue until the Agreement is terminated by either Company or Dovie in accordance with the provisions of the Agreement.

6. Termination. Unless otherwise prohibited by law, either party may terminate this Agreement: (a) if the other party is adjudicated bankrupt or otherwise seeks to avoid its performance obligations under applicable bankruptcy or insolvency laws, (b) upon the occurrence of a material breach of this Agreement by the other party if such breach is not cured within 30 days after written notice identifying the matter constituting the material breach or (c) by following the cancellation instructions set forth herein. In the event of a termination of this Agreement, all licenses granted under this Agreement shall terminate automatically. Upon an early termination of this Agreement for any reason (other than a termination resulting from a material, uncured breach of this Agreement by Dovie), all fees and expenses payable under this Agreement shall become immediately due and payable.

7. Title. As between the parties, Dovie owns all right, title and interest in and to the Dovie Service. This Agreement does not convey any ownership interest in or to the Dovie Service to Company, but only a limited license that is revocable as set forth in this Agreement. As between the parties, Company owns all right, title and interest in and to the Content.

8. Responsibility for Content. Company is solely responsible for all matters arising out of or in connection with the Content including, without limitation, ensuring that the Content does not include Prohibited Content and does not violate any third party rights, as further described therein and elsewhere in these Terms of Service.

   Content. Dovie and the Services are passive conduits of the Content and Dovie has no obligation to undertake to edit, review, monitor or oversee Content submitted, uploaded, distributed, retrieved, or viewed in connection with use of the Services and assumes no responsibility or liability relating thereto.

   Company acknowledges that Dovie is not responsible for preventing or identifying infringement of intellectual property rights or other violations associations with the Content, and Dovie assumes no responsibility for screening or monitoring for possible (i) infringement or enforcing Company rights or third party rights with respect to Content, (ii) unlawful, inappropriate or unpermitted use, (iii) libel, falsehoods, errors or omissions contained in Content, or (iv) noncompliance with FCC or other governmental laws and/or regulations.

   For any infringement or suspected infringement of intellectual property rights, notify Dovie in accordance with Dovie’s DMCA Notification Procedures available at http://www.dovie.tv/dmca).
   

9. Licenses.
   1. License to Use the Dovie Service. Dovie hereby grants Company a limited, revocable (as set forth in this Agreement), non-transferable (except as provided in Sections 18(b) and (c)), non-exclusive, worldwide license to use the Dovie Service. All rights not expressly granted to Company are reserved by Dovie and its licensors. Except as expressly permitted by Dovie or to the extent expressly authorized by the Dovie Service, Company shall not: (a) sublicense, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Dovie Service or any part thereof in any way; or (b) modify or make derivative works based upon the Dovie Service or reverse engineer, decompile or disassemble the Dovie Service.

   2. License to Content. Company hereby grants Dovie a limited, revocable (as set forth in this Agreement), non-transferable (except as provided in Sections 18(b) and (c)), non-exclusive, royalty-free, worldwide license to perform all such acts with respect to the Content as are necessary for Dovie to provide the Dovie Service in accordance with this Agreement and Company’s selections made through the P/I. For avoidance of doubt, although Dovie shall have the right hereunder to host, store, encode, reproduce and/or distribute the Content (among other things) in order to provide the Dovie Service in accordance with this Agreement, the parties expressly agree that Dovie does not hereby take legal title to any Content supplied by Company.

   3. License to Feedback, Suggestions or Recommendations. Company hereby grants Dovie an unlimited, irrevocable, perpetual, transferable, non-exclusive, royalty-free, worldwide license to use and/or incorporate into the Dovie Service any feedback, suggestions and/or recommendations provided to Dovie by Company regarding the Dovie Service.

10. Representations and Warranties.  Company represents and warrants that (i) it either owns fully and outright or otherwise possesses and has obtained all rights, approvals, licenses, consents and permissions as are necessary to perform its obligations hereunder, exercise its rights hereunder and to grant the licenses granted by it under this Agreement, (ii) the Content and its use through the Dovie Service, as enabled by Company, directly or indirectly, does not, and shall not, infringe, violate or misappropriate any third party’s rights and (iii) it will use the Dovie Service and perform its obligations under this Agreement in compliance with all applicable local, state, national and international laws, rules and regulations.

11. Indemnification. Company agrees to indemnify, defend and hold harmless Dovie and Dovie’s officers, employees, directors, agents, affiliates, subsidiaries, successors and assigns from and against any and all third party claims, damages, liabilities, loss, government fines, costs and expenses (including reasonable attorney’s fees and litigation expenses) (each a “Claim”), arising out of or related to any alleged or actual breach of any representation, warranty or covenant made by Company in this Agreement.

12. DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, DOVIE MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND TO COMPANY, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, WORKMANLIKE QUALITY, NON-INFRINGEMENT, TITLE, SUITABILITY, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE OR THAT THE DOVIE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE DOVIE SERVICE IS PROVIDED ON AN “AS IS” BASIS ONLY. NO ADVICE OR INFORMATION OBTAINED BY COMPANY FROM DOVIE SHALL CREATE ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

13. LIMITATIONS/EXCLUSIONS OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER UNDER ANY THEORY OF LIABILITY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) ARISING FROM THE PERFORMANCE OR FAILURE OF PERFORMANCE OF ANY PROVISION OF THIS AGREEMENT (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), SUCH AS, WITHOUT LIMITATION, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS. UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER FOR DAMAGES IN EXCESS OF $10,000. NOTWITHSTANDING ANY OF THE FOREGOING IN THIS ENTIRE SECTION, THE LIMITATIONS SET FORTH IN THIS SECTION SHALL NOT APPLY IN THE CASE OF (I) BREACHES OF SECTION 3(A) (“RESTRICTIONS ON USE”), (II) AMOUNTS PAYABLE PURSUANT TO SECTION 10 (“INDEMNIFICATION”), (III) DAMAGES RESULTING FROM INTENTIONAL TORTS OR (IV) FEES PAYABLE BY COMPANY UNDER THIS AGREEMENT.

14. Third-Party Services. Dovie may, from time to time, inform customers of third-party services that can be used by customers in connection with the Dovie Service, including services from companies associated with Dovie’s Alliance program, and Company may opt to use these or other third-party services in connection with the Dovie Service. Company’s use of any third-party service in connection with the Dovie Service, and any terms, conditions, representations and/or warranties associated with such use, are solely between Company and such third-party service provider. Dovie makes no representation or warranty with regard to any such third-party service, even if such provider is certified by Dovie or selected as a premier provider (or similar designation) by Dovie, and Dovie shall not be responsible to Company in any manner for any such third-party service. Dovie does not, unless otherwise expressly set forth in writing, provide maintenance or support for third-party services.

15. Confidentiality. Each party agrees not to disclose the other party’s Confidential Information without its prior written consent. “Confidential Information” includes, without limitation: (a) all intellectual property; (b) financial information (including pricing) and business information; and (c) any other information designated in writing as “Confidential.” Confidential Information does not include (w) Content; (x) information that has become publicly known through no breach by Company or Dovie of these confidentiality obligations; (y) information that is independently and lawfully developed or obtained without access to Confidential Information, as evidenced in writing; or (z) information required to be disclosed by law.

16. Identification Rights. Dovie shall have the right to identify Company as a customer and Company shall have the right to identify Dovie as the provider of the Dovie Service.

17. Notices. All notices under this Agreement must be in writing and delivered either by hand, e-mail, certified mail (return receipt requested, postage pre-paid) or nationally recognized overnight delivery service (all delivery charges pre-paid) and addressed, if to Company, to the contact identified in Company’s most recent Order and, if to Dovie, to Dovie Inc., 400 Ashland St, Ashland, OR 97520.  Attn: Counsel.

18. Dovie Plans.
    1. Plan Entitlements. From time to time, Dovie may offer one or more editions to customers. The usage entitlements (the “Entitlements”), which currently include a defined allotment of video files (Titles) and bandwidth (GBs), the features and the fees for each Plan shall be described on the Dovie website or otherwise communicated to Company by Dovie.

    2. Credit Card Charges. By submitting an Order for a Plan, Company agrees that Dovie is authorized (and will continue to be authorized until this Agreement is terminated) to charge a monthly service fee and any applicable additional usage fees to the credit card Company provided in connection with its Order. Company acknowledges and agrees that the amount charged may vary from month to month due to additional usage fees incurred by Company pursuant to its Plan and/or changes Company makes to its Plan. Company authorizes Dovie to charge Company’s credit card for such varying amounts. All fees are payable in US dollars.
       1. Monthly Service Fees. Upon submission of an Order, Dovie will charge Company’s credit card for the first month of the Plan Company has selected, prorated for the number of days remaining in the month in which the Order is submitted. Thereafter, monthly service fees will be charged to Company’s credit card in advance on or around the first day of each calendar month until this Agreement is terminated. Dovie does not guarantee that Company’s credit card will be charged by a specific day of the month.

       2. Additional Usage Fees. If Company exceeds any of the monthly Entitlements in its Plan at any point during the month, Dovie will charge Company’s credit card the applicable additional usage fees identified in Company’s Order on or around the first day of the calendar month following the month in which such additional usage fees are incurred by Company. Dovie does not guarantee that Company’s credit card will be charged by a specific day of the month.

    3. No Refunds. All fees are nonrefundable. For clarity and avoidance of doubt, Dovie shall have no obligation to issue refunds or credits for any unused Entitlements, partial months or in connection with any downgrade, cancellation, termination or otherwise.

    4. Fees Charged by Company’s Credit Card Issuer, Bank or Financial Institution. Company is solely responsible for any and all fees charged to Company’s credit card by Company’s credit card issuer, bank or financial institution including, without limitation, membership, overdraft, insufficient funds and over-the-credit-limit fees.

    5. Changes to Company’s Plans.
       1. Upgrades to Another Plan. Company may upgrade to a different Plan at any time through the Dovie Studio. Upgrades to Company’s Plans will be effective upon submission of the completed upgrade request through the Dovie Control Cloud. Company’s credit card will, at the time the upgrade request is completed, be billed the price difference between Company’s old Plan and its new  Plan, prorated for the number of days remaining in the then-current calendar month. Entitlements for the month in which Company upgrades its Plan are not prorated – Company’s monthly Entitlements for the month in which the upgrade goes into effect shall be those Entitlements included in the upgraded plan.

       2. Downgrades to Another  Plan. Company may downgrade to a different Plan at any time by completing the downgrade process described in the “Support” section of the Dovie Studio. The features of the Dovie Service available to Company will be changed to those of the downgraded Plan upon completion of the downgrade request. Company’s Plan Entitlements will not change to those of the downgraded plan until the first day of the billing cycle after the downgrade goes into effect.

    6. Order Information. Company agrees to provide Dovie with true, accurate and complete information in connection with its Order, including, without limitation, Company’s legal name, address, telephone number, email address and billing information (i.e., credit card number and expiration date) (“Order Information”). Company agrees, throughout the Term, to maintain and promptly update Company’s Order Information and any other information Company provides to Dovie in connection with its use of the Dovie Service. Dovie shall have the right to cancel Company's Order, upon notice and 5 days' opportunity to cure, if Dovie determines that Company's Order Information is not accurate or current.

    7. Billing Information. Company may change Company’s credit card information or its billing information by updating the “Billing Information” section within the Dovie Control Cloud. Only the User who initially provided the credit card information is entitled to access and change Company’s credit card information in the Dovie Control Cloud. Company acknowledges and agrees that Dovie may (though is not required to) contact Company from time to time to verify Company’s Order Information, including credit card expiration date, provided, however, that Company remains solely responsible for providing accurate and current payment information to Dovie throughout the Term and if such information is not received by Dovie, Dovie may suspend Company’s use of the Dovie Service.

    8. Locked Accounts for Payment Failure. If Dovie is unable to charge Company’s credit card for any reason, Dovie may, in addition to any other rights Dovie may have, suspend Company’s use of the Dovie Service until such time as all applicable charges are successfully applied to Company’s credit card.

    9. Cancellations. The monthly service fees (and any applicable additional usage fees) for Company’s Plan will continue unless and until this Agreement is terminated pursuant to Section 6 or cancelled pursuant to this section.
       1. Cancellation by Company. Company may cancel any Company Order at any time pursuant to the procedures described in the “Support” section of the Dovie Control Cloud. Company’s cancellation must be finalized prior to 11:59 pm (Pacific Time) on the last day of the then-current calendar month in order to avoid charges for the following month. Any final charges (monthly service fees and/or any additional usage fees) that have not been charged to Company’s credit card prior to cancellation will be charged to Company’s credit card following cancellation.
          Dovie is not responsible for Company’s failure to properly cancel an Order, nor is Dovie responsible for any credit card charges and fees Company may incur as a result of such failure.

       2. Cancellation by Dovie. In addition to any other termination rights Dovie has under these Service Terms, Dovie may, with at least 30 days' prior notice to Company, cancel Company’s Order at any time in Dovie's sole discretion. Any final charges (monthly service fees and/or additional usages fees) that have not been charged to Company’s credit card prior to cancellation will be charged to Company’s credit card following cancellation.

10. Company’s Credit Card Information. Company agrees that Dovie may share Company’s Order Information with third-party credit card processing companies for the purposes of verifying the accuracy of Company’s Order Information and processing and charging Company’s credit card for Company’s Order.

11. Plan Definitions. The following terms have the definitions provided below:
    1. Account. Means a single point of entry into the Dovie Service through which User(s) access and use the Dovie Service.
    2. GB. Means 1,000,000,000 bytes and is the measurement of bandwidth usage. Company shall pay for all GBs transferred by Dovie, including all ingress traffic and egress traffic related to the Dovie Service.
    3. Title. Means a video file stored by Company in Company’s Dovie Service Account.
    4. User. Means a single person, authorized by Company, to use the Dovie Service on Company’s behalf, with unique Dovie Credentials. Each User must have his or her own Credentials and may not share such Credentials with any other person or entity.

12. Changes to Fees and the Agreement. With at least 30 days' prior notice to Company, Dovie may, in its discretion, change the terms (including the fees) and/or Entitlements of Company’s Plan. If Company does not agree to such changes, Company will have an opportunity to cancel or change its Order prior to such changes going into effect. If Company does not cancel or change its Order within such timeframe, Company hereby acknowledges and agrees that its failure to cancel or change its Order shall constitute Company’s affirmative acceptance of the changes.

General. (a) Independent Contractors: Dovie and Company are independent contractors under this Agreement and nothing herein shall be construed to create a partnership, joint venture or agency relationship; (b) Assignment: Neither party may assign performance of this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of the other; (c) Merger or Acquisition: Notwithstanding subsection (b) above, each party may assign this Agreement without the other party’s prior written consent in the case of a merger, acquisition or other change of control, and in such event this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; (f) Jury Trial Waiver: Company and Dovie each waive any right to a jury trial in connection with any and all disputes arising out of or related to this Agreement; (g) Statute of Limitations: Company agrees that notwithstanding any law providing a longer statute of limitations, any claim or cause of action against Dovie arising out of or related to this Agreement and/or Company's use of the Dovie Service must be filed within 1 year after such claim or cause of action arose, without regard to the date such claim or cause of action was discovered, or such claim or cause of action shall be forever barred; (h) Export Compliance: Each party shall comply with all applicable United States and international export control laws and regulations and, for avoidance of doubt, Company represents that it is not on a list of embargoed or restricted organizations/individuals or located within an embargoed or restricted destination; (i) Effect of Waivers: The waiver by either party of a breach or a default of any provision shall not be construed as a waiver of any succeeding breach of the same or any other provision; (j) Survival: All terms of this Agreement which by their nature extend beyond the termination of this Agreement, remain in effect until fulfilled and apply to respective successors and assigns; (k) Counterparts; Delivery; Acceptance: This Agreement may be executed in counterparts, all of which are considered one and the same agreement, and becomes effective when one or more counterparts have been signed by each of the parties and delivered to the other party or upon Company's submission of an online Order (whichever occurs first). Delivery by facsimile or e-mail and online acceptance are all as effective as physical delivery of an originally executed copy hereof; (l) Integration; Amendment: This Agreement constitutes the entire understanding of the parties hereto with respect to the matters contemplated hereby, supersedes all previous agreements between the parties concerning the subject matter hereof and, except as otherwise set forth in this Agreement, cannot be amended except by a writing signed by authorized representatives of both parties; (m) No Reliance: No party hereto has relied on any statement, representation or promise of any party or representative thereof except as expressly set forth in this Agreement; and (n) Purchase Orders/Instruments: Any instruments, including purchase orders, work orders and acknowledgments, issued by Company in connection with this Agreement (“Instruments”) shall not add to, supersede or conflict with, the terms of this Agreement and in the event any term of an Instrument purports to add to, or conflicts with, any term of this Agreement, such term of the Instrument shall be void and without effect.