Terms of Use

Favorly Terms of Use

(Effective as of April 8, 2020)

These Terms of Use (“Terms”) govern Your access or use of the applications, websites, content, products, and services (“Favorly Services”) made available in the United States by Delack Media Group LLC and its parents, subsidiaries, representatives, affiliates, officers and directors (“Favorly”).

PRIOR TO YOUR USE OF THE SERVICES, YOU SHALL READ AND ACCEPT ALL OF THE TERMS AS WELL AS ANY OTHER POLICY OF THE SERVUCES.  BY ACCESSING OR USING THE FAVORLY SERVICES, WHETHER OR NOT YOU CREATE AN ACCOUNT, YOU CONFIRM YOUR AGREEMENT TO BE BOUND BY THESE TERMS. FAVORLY MAY MAKE CHANGES TO THE CONTENT AND SERVICES OFFERED ON THIS SITE AT ANY TIME. FAVORLY CAN CHANGE THESE TERMS AT ANY TIME BY POSTING UPDATED TERMS OF USE ON THIS SITE. IF YOU DO NOT CEASE USING THIS SITE, YOU WILL BE CONCLUSIVELY DEEMED TO HAVE ACCEPTED THE UPDATED TERMS OF USE FAVORLY shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Website. 

Favorly may immediately terminate these Terms or any Services with respect to You, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

Definitions

“Site” shall mean: any page contained within favorly.tv or any affiliate Site.

“Terms” shall mean: this Terms of Use Policy along with any Site Rules, Privacy Policy and any other document incorporated herein including all changes, modifications and/or updates.

“You” or “User” shall mean:  the individual now registering as a user of the Site (either as a Buyer or Seller) or the existing user of the Site now agreeing to the Terms of Use Agreement, and the company or other business or governmental entity, if any, specified by You upon registration (any such entity, “Your Company”). You and Your Company, if any, shall be jointly and severally liable for any obligations under this Agreement.

Privacy Policy

Favorly’s collection and use of personal information in connection with the Services is described in Favorly’s Privacy Policy located at www.favorly.tv/privacy.

Favorly Services

Favorly Services are comprised of a website that allows its users to access an online market place (“Third Party Services”) via their smart devices.  The providers of the products or services are third party providers (“Third Party Providers”).

YOU ACKNOWLEDGE THAT YOUR ABILITY TO OBTAIN THIRD PARTY SERVICES OR PRODUCTS THROUGH THE USE OF THE FAVORLY SERVICES DOES NOT ESTABLISH FAVORLY AS A PROVIDER OF THOSE SERVICES OR PRODUCTS..

Termination and Suspension

We may terminate Your access to Our Site at any time without notice to You.  If You violate any Terms of Use or other Site Policy Your right to access this Site may automatically terminate.  We may, in Our sole discretion, terminate or suspend Your access to all or part of the Site services or products at any time, for any reason, including, without limitation, breach of any Site Policies.

We may, at any time:

(a) modify, suspend or terminate the operation of or access to any of part or the whole Site or Services, or any portion of the Site or Services, for any reason;

(b) modify or change the Site or Services, or any portion of the Site or Services, and any Terms of Use, Additional Terms and other Site Policies governing the use of the Site or Services, for any reason;

(c) interrupt the operation of the Site or Services, or any portion of the Site or Services, for any reason, all as We deem appropriate in Our sole discretion.

Your access to, and use of, the Site or Services may be terminated by You or by Us at any time and for any reason. You may terminate Your account on this Site at any time by accessing Your User Profile and following all Cancellation Policies. We will use reasonable efforts to notify You in advance about any material modification, suspension or termination that is not caused by Your breach of the Terms.

The disclaimer of warranties, the limitation of liability and the jurisdiction and applicable law provisions shall survive any termination. The license grants mentioned herein shall continue in effect subject to the terms of the applicable license. Your warranties and indemnification obligations shall survive any termination for one year.

If We believe Your actions may cause Us or other users legal liability, harm, or loss, We reserve the right to notify other users of Your actions.

Should You object to any of the terms of this Agreement or any subsequent modifications thereto or become dissatisfied with the Site and related services in any way, Your only recourse is to immediately:

(1) discontinue use of the Site and services;

(2) terminate Your membership; and

(3) notify Us of termination.

Account Cancellation Policies

At any such time, You may terminate this Agreement and Your account through Your User Profile. Your account may be deemed inactive and closed if there is no activity on Your account for one year. If Your account is closed or terminated it will be marked inactive in Our systems and Your user information or transaction history will remain a part of Our records.  You will still owe any fees owed to Us prior to cancellation of Your account.  Any open listings may be terminated. Once an account is cancelled You will no longer have access to Your account or any information it contains.

Use Caution

You should exercise caution and common sense to protect Your personal information and safety, just as You would when interacting with any person whom You do not personally know.

BY USING THE SERVICES, YOU AGREE TO HOLD FAVORLY FREE FROM THE RESPONSIBILITY FOR ANY LIABILITY, LOSS OR DAMAGE THAT MIGHT ARISE OUT OF THE SERVICES. FAVORLY IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER OR THIRD-PARTY PROVIDER, AND WILL NOT BE LIABLE FOR ANY CLAIM, LOSS, INJURY OR DAMAGE ARISING IN CONNECTION WITH ANY SERVICES OR GOODS PROVIDED BY ANY THIRD-PARTY PROVIDER.

Third Party Interactions

During use of the Favorly Services, You may enter into correspondence with, purchase goods and/or Third-Party Services from, or participate in promotions of Third Party Providers showing their goods and/or services through the Website. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between You and the Third-Party Provider. Favorly shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between You and any Third-Party Provider. Favorly may have third party advertising and marketing supplied through the Website and other mechanisms that subsidizes the Website. Favorly does not endorse any third-party services or content, and in no event, shall Favorly be responsible or liable for any content, products, services or other materials of or available from Third Party Providers. You acknowledge that additional or different terms and conditions of use and privacy policies may apply to Your use of or access to third party goods, services or content, and Favorly disclaims any and all responsibility or liability arising from agreements or arrangements between You and the Third-Party Provider.

Order Cancellation, Shipping & Return Policies

Any order can be cancelled through your account dashboard prior to being shipped. All shipping, refund and returns policies will be provided by the Seller. It is the Buyer’s responsibility to check each policy prior to purchase.  The Buyer shall work directly with the Seller for any missing or delayed shipments, refund requests or return of items.

Must be 18 or Older

In order to use most aspects of the Favorly Services, You must register for and maintain an active personal user account (“Account”). You must be at least 18 years of age to obtain an Account or to use the Favorly Services. The Favorly Services are not available to children (persons under the age of 18). By using the Services, You represent and warrant that You are at least 18 years old. You further represent and warrant to Favorly that You have the right, authority, and capacity to enter into these Terms and abide by these Terms.

User Accounts

Account registration requires You provide Favorly certain personal information, such as Your name, address, mobile phone number and age, as well as at least one valid payment method (either a credit card or accepted payment partner). You agree to maintain accurate, complete, and up-to-date information in Your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in Your inability to access and use the Services or Favorly’s termination of Your Account. You are responsible for all activity that occurs under Your Account, and You agree to maintain the security and secrecy of Your Account username and password at all times. Unless otherwise permitted by Favorly in writing, You may only possess one Account.

User Conduct

Your participation in using the Favorly Service is for Your sole, personal use only. You may not authorize others to use Your Account, and You may not assign or otherwise transfer Your Account to any other person or entity. When using the Favorly Service You agree to comply with all applicable laws from Your country, state and city in which You are present while using the Favorly Service. You agree to not cause nuisance, annoyance, inconvenience, or property damage, whether to the Third-Party Provider or any other party and You may only access or use the Favorly Services for lawful purposes. In certain instances, You may be asked to provide proof of identity to access or use the Favorly Service, and You agree that You may be denied access to or use of the Favorly Service if You refuse to provide proof of identity.

Postings by Users

We are not responsible or liable for such content of any posting or listings by Users of this Site.  We make no express or implied warranty about the accuracy, copyright compliance, legality, merchantability, or any other aspect of the content of such postings. The inclusion of links does not imply endorsement of the websites by Us or any association with their operators. You acknowledge that You are responsible for the information, documents, messages, comments, and other content or material that You submit, upload, post or otherwise make available on or through the Site (each a “Communication”) through the services available in connection with this Site, and that You, and not Us, have full responsibility for each such Communication You make, including its legality, reliability, appropriateness, and trademark and copyright ownership. Unless otherwise explicitly stated herein or in Our Privacy Policy, You agree that any Communication that is a document provided by You in connection with this Site is provided on a non-proprietary and non-confidential basis and You agree that We are free to use such Communication for the purpose of providing You with the associated services and You grant Us a sub-licensable, nonexclusive, worldwide, royalty-free license to (in any media, whether now known or not currently known or invented) link to, utilize, use, publicly perform, publicly display, reproduce, distribute, modify and prepare derivative works of the Communication.


You further agree that You will not upload, post or otherwise make available on this Site any material protected by copyright, trade secret, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark, trade secret or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on You. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from any Communication that You make.

 
You represent and warrant that: the posting of Your communications on or through this Site does not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights or any other rights of any person or entity. You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Communications posted by You to or through this Site.

We have the right, but not the obligation, to monitor, edit, refuse to post, or remove any posting or listing from the Site, in Our discretion. Monitoring of postings and listings by Us is not intended to verify the accuracy of the information contained therein and should not be relied upon by You for any purpose.

Transactions
Additional terms and conditions may apply to purchases of goods or services and to specific portions or features of the Site, including, but not limited to, contests, promotions or other similar features, all of which terms are made a part of these Terms of Use by this reference. You agree to abide by such other terms and conditions, including where applicable representing that You are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the Site or for any service offered on or through the Site, the latter terms shall control with respect to Your use of that portion of the Site or the specific service.

Favorly’s obligations, if any, with regard to its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on this Site should be construed to alter such agreements.

Favorly may make changes to any products or services offered on the Site, or to the applicable prices for any such products or services, at any time, without notice. The materials on the Site with respect to products and services may be out of date, and Favorly makes no commitment to update the materials on the Site with respect to such products and services.

Refund policy

You understand that ALL FEES PAID TO US ARE NON-REFUNDABLE.

Payment Terms

You understand that use of the Services may result in charges to You for the services or goods You receive from a Third-Party Provider (“Charges”). Favorly will facilitate Your payment of the applicable Charges on behalf of the Third-Party Provider. Payment of the Charges in such manner shall be considered the same as payment made directly by You to the Third-Party Provider.  Favorly may use the proceeds of any Charges for any purpose, subject to any payment obligations it has agreed to with any Third-Party Providers or other third parties.

Credit Cards and ACH Direct Payments

We use the payment method You specified when setting up Your account.  By listing a payment account or placing a credit card or ACH direct payment account on file with Us You authorize Us to charge You for any fees You accrue as a result of using the Site. You authorize Us to consolidate balances from any duplicate accounts You may have created on Our Site and bill them to Your payment account, credit card or ACH direct payment account. You may revoke Your authorization by sending Us a written request to info@favorly.tv.  We may continue to bill Your payment account, credit card or direct payment account for any fees for any services rendered or actions by You or by Us taken prior to the receipt of Your written revocation.

YOU HEREBY UNCONDITIONALLY WAIVE ANY AND ALL CHARGEBACK RIGHTS YOU MAY HAVE. If You have any question about a charge on Your credit card, contact Us as described in the Notices section below. If You deliberately or inadvertently issue a chargeback, Your account will be terminated and You agree to pay a $50 processing and collection fee.

Past Due Accounts

If Your account is past due, We reserve the right to void, suspend and/or terminate Your account. Accounts that are, or have been, past due will have their credit limit reduced to zero and past due balances will be subject to a late fee of 5% per month or the highest amount permitted by applicable law, whichever is lower. If You fail to pay the past due amounts, We may turn Your account over to a collection agency and We reserve the right to pursue civil and criminal legal actions to the fullest extent allowed under the law. If Your account is past due, You also must pay any and all collection costs (including collection agency fees, court costs and legal fees) We might incur in connection with Your past due account.

Currency
All pricing is listed in US dollars.

Referrals and Promotional Codes

Favorly may, in its sole discretion, create referral and/or promotional codes (“Promo Codes”) that may be redeemed for discounts on future Services and/or a Third-Party Provider’s services, subject to any additional terms that Favorly may establish. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise); (iii) may be disabled by Favorly at any time for any reason without liability to Favorly; (iv) may only be used pursuant to the specific terms that Favorly establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to Your use. Favorly reserves the right to withhold or deduct credits or other features or benefits obtained through the use of the referral system or Promo Codes by You or any other user in the event that Favorly determines or believes that the use of the referral system or use or redemption of the Promo Code was in error, fraudulent, illegal, or otherwise in violation of Favorly’s Terms.

License  

Subject to Your compliance with these Terms, Favorly grants You a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Site on Your personal device solely in connection with Your use of the Favorly Services; and (ii) access and use any content, information and related materials that may be made available through the Favorly Services, in each case solely for Your personal, noncommercial use. Any rights not expressly granted herein are reserved by Favorly and Favorly’s licensors.

Restrictions

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Favorly Services or Site; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Favorly Services except as expressly permitted by Favorly; (iii) decompile, reverse engineer or disassemble the Favorly Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Favorly Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Favorly Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Favorly Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Favorly Services or its related systems or networks.

Third Party Services and Content Favorly Services may be made available or accessed in connection with third party services and content (including advertising) that Favorly does not control. You acknowledge that different terms of use and privacy policies may apply to Your use of such third-party services and content. Favorly does not endorse such third-party services and content and in no event shall Favorly be responsible or liable for any products or services of such third-party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited will be a third-party beneficiary to this contract if You access the Services using Applications developed for Apple iOS, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third-party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Favorly Services in any manner. Your access to the Favorly Services using these devices is subject to terms set forth in the applicable third-party beneficiary’s terms of service.

User Provided Content

Favorly may, in Favorly’s sole discretion, permit You from time to time to submit, upload, publish or otherwise make available to Favorly through the Favorly Services textual, audio, and/or visual content and information, including commentary and feedback related to the Favorly Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by You remains Your property. However, by providing User Content to Favorly, You grant Favorly a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Favorly Services and Favorly’s business and on third-party sites and services), without further notice to or consent from You, and without the requirement of payment to You or any other person or entity.

You represent and warrant that: (i) You either are the sole and exclusive owner of all User Content or You have all rights, licenses, consents and releases necessary to grant Favorly the license to the User Content as set forth above; and (ii) neither the User Content, nor Your submission, uploading, publishing or otherwise making available of such User Content, nor Favorly’s use of the User Content as permitted herein will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Favorly in its sole discretion, whether or not such material may be protected by law. Favorly may, but shall not be obligated to, review, monitor, or remove User Content, at Favorly’s sole discretion and at any time and for any reason, without notice to You.

Text Messaging and Telephone Calls

You agree that Favorly may contact You by text message at any of the phone numbers provided by You or on Your behalf in connection with a Favorly Account, including for marketing purposes. You understand that You are not required to provide this consent as a condition of purchasing any Favorly Services. You also understand that You may opt out of receiving text messages from Favorly at any time, either by texting the word “STOP” to info@favorly.tv using the mobile device that is receiving the messages, or by contacting Us at info@favorly.tv. If You do not choose to opt out, Favorly may contact You as outlined in its User Privacy Policy, located at www.favorly.tv/privacy.

Accuracy, Completeness and Timeliness of Information

We are not responsible for information made available by others.  Information provided by third parties may be inaccurate, incomplete or not current.  The material provided by Us or by third parties should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or timelier sources of information.  Any reliance on any material is at Your own risk.  Although every effort is made to ensure accurate information, Favorly and its agents, affiliates, suppliers, and independent contractors are not responsible for errors, typographical or otherwise. If You have questions, please contact Us at info@favorly.tv.

Intellectual Property

Favorly Services and all rights therein are and shall remain Favorly’s. Neither these Terms nor Your use of the Services convey or grant to You any rights: (i) in or related to Favorly Services except for the limited license granted above; or (ii) to use or reference in any manner Favorly’s company name, logos, slogans, product and service names, trademarks or services marks or any other Intellectual Property.

“Favorly,” “Delack Media Group LLC,” “www.favorly.tv” and any related logo(s) are trademarks of Delack Media Group LLC. Other trademarks, names and logos on this Site are the property of their respective owners.

Unless otherwise specified in these Terms, all information and screens appearing on this Site, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of Delack Media Group LLC, Copyright 2020. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.

Favorly provides content and services through this Site. Certain information, documents, products and services provided on and through this Site, including content, logos, graphics and images (together, the “Materials”) are provided to You by Favorly and are the copyrighted and/or trademarked work of Favorly.

Claims of Copyright Infringement

Claims of copyright infringement should be sent to Favorly’s attention. Please visit Favorly’s web page for the designated address and additional information.

DISCLAIMER OF WARRANTIES

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” FAVORLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, FAVORLY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE FAVORLY SERVICES OR THIRD-PARTY SERVICES, OR THAT THE FAVORLY SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. FAVORLY DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD-PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOODS REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

NEITHER THE MATERIALS, COMMUNICATIONS NOR THE THIRD-PARTY CONTENT HAVE BEEN VERIFIED OR AUTHENTICATED IN WHOLE OR IN PART BY FAVORLY, AND THEY MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL OR OTHER ERRORS. FAVORLY DOES NOT WARRANT THE ACCURACY OR TIMELINESS OF THE MATERIALS, SUBMISSIONS OR THE THIRD-PARTY CONTENT CONTAINED ON THIS SITE. FAVORLY HAS NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE MATERIALS, SUBMISSIONS AND/OR THE THIRD-PARTY CONTENT, WHETHER PROVIDED BY FAVORLY OR OUR LICENSORS.

LIMITATION OF LIABILITY

FAVORLY SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE FAVORLY SERVICES OR THIRD-PARTY SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF FAVORLY, EVEN IF FAVORLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF THE INDEMNIFIED PARTIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THIS AGREEMENT OR YOUR USE OF THE SITE SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU HAVE PAID TO US IN THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO YOUR CLAIM OR (B) US $100.00. THIS LIMITATION SHALL NOT APPLY IN THE CASE OF WILLFUL OR INTENTIONAL MISCONDUCT.

FAVORLY SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE FAVORLY SERVICES OR THIRD-PARTY SERVICES OR YOUR INABILITY TO ACCESS OR USE THE FAVORLY SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD-PARTY PROVIDER, EVEN IF FAVORLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FAVORLY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND FAVORLY’S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD-PARTY PROVIDERS MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED, WHERE REQUIRED.  IT IS YOUR RESPONSIBILITY TO CHECK A THIRD-PARTY PROVIDER’S LICENSE IS CURRENT.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, FAVORLY’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON FAVORLY’S CHOICE OF LAW PROVISION SET FORTH BELOW.

Indemnity

You agree to indemnify and hold Favorly and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees and court costs), arising out of or in connection with: (i) Your use of the Favorly Services or Third Party Services or goods obtained through Your use of said Services; (ii) Your breach or violation of any of these Terms; (iii) Favorly’s use of Your User Content; or (iv) Your violation of the rights of any third-party, including Third-Party Providers.

Local Laws

Favorly controls and operates this Site from its headquarters in the United States of America and the Materials, Communications and/or third-party content may not be appropriate or available for use in other locations. If You use this Site outside the United States of America, You are responsible for following applicable local laws.

International Users

This Site is based in the United States.  If You are an international User, We do not warrant that it is appropriate to download, store or disclose information on the Site outside the United States.  We make no representation that functions or information found at the Site are appropriate or available for use at other locations outside of the United States and access to them from territories where their contents are illegal is prohibited. You may not use the Site or export the information found on or at this Site in violation of U.S. or other export laws and regulations. If You access this Site from a location outside of the U.S., You are responsible for compliance with all laws applicable to You. Personal information that is submitted on this Site will be collected, processed, processed, stored, disclosed and disposed of in accordance with applicable U.S. law and Our Privacy Policy. If You are an International User, You acknowledge and agree that We may collect and use Your Information and disclose it to other entities outside Your resident jurisdiction. In addition, such Information may be stored on servers located outside Your resident jurisdiction. By providing Us with Your Information, You acknowledge that You consent to the transfer of such Information outside Your resident jurisdiction. If You do not consent to such transfer, You may not use this Site.

This Agreement, all matters arising from or relating to Your use of the Site, and any and all claims arising out of Your relationship with Favorly, and any third parties, shall be governed by and in accordance with the laws of the State of Illinois, excluding (i) its conflicts of laws provisions, (ii) the United Nations Convention on Contracts for the International Sale of Goods, and (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods, as amended.

Digital Millennium Copyright Act Notification Guidelines

It is Our policy to respond to clear notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. In addition, we will promptly terminate without notice the accounts of those determined by Us to be “repeat infringers.” If You are a copyright owner or an agent thereof, and You believe that any content hosted on Our web site (www.favorly.tv) infringes Your copyrights, then You may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Favorly’s Designated Copyright Agent with the following information in writing (please consult Your legal counsel or see 17 U.S.C. Section 512(c)(3) to confirm these requirements):

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the Favorly web site are covered by a single notification, a representative list of such works at that site.
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Favorly to locate the material. Providing URLs in the body of an email is the best way to help Us locate content quickly.
  4. Information reasonably sufficient to permit Favorly to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
  5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
  6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please note that under Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

Counter-Notification

If You have posted a file or document which is claimed to be an infringement under the DMCA, You may elect to send Us a counter notice, to be effective it must be a written communication that includes the following (please consult Your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):

  1. A physical or electronic signature of the subscriber.
  2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
  3. A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
  4. The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which Favorly’s main offices are located and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

Termination and Suspension

We may terminate Your access to Our Site at any time without notice to You.  If You violate any Terms of Use or other Site Policy Your right to access this Site may automatically terminate.  We may, in Our sole discretion, terminate or suspend Your access to all or part of the Site services or products at any time, for any reason, including, without limitation, breach of any Site Policies.

We may, at any time:

(a) modify, suspend or terminate the operation of or access to any of part or the whole Site or Services, or any portion of the Site or Services, for any reason;

(b) modify or change the Site or Services, or any portion of the Site or Services, and any Terms of Use, Additional Terms and other Site Policies governing the use of the Site or Services, for any reason;

(c) interrupt the operation of the Site or Services, or any portion of the Site or Services, for any reason, all as We deem appropriate in Our sole discretion.

Your access to, and use of, the Site or Services may be terminated by You or by Us at any time and for any reason. The disclaimer of warranties, the limitation of liability, intellectual property, and the jurisdiction and applicable law provisions shall survive any termination. The license grants mentioned herein shall continue in effect subject to the terms of the applicable license. Your warranties and indemnification obligations shall survive any termination for one year.

If We believe Your actions may cause Us or other users legal liability, harm, or loss, We reserve the right to notify other users of Your actions.

Should You object to any of the terms of this Agreement or any subsequent modifications thereto or become dissatisfied with the Site and related services in any way, Your only recourse is to immediately:

(1) discontinue use of the Site and services;

(2) terminate Your membership; and

(3) notify Us of termination.

Miscellaneous

Venue and Jurisdiction.  All lawsuits in connection with, or incident to, this Site or any Services of Favorly shall be litigated, if at all, in the courts of the Country of United States, State of Illinois, Lake County, to the exclusion of other courts of any other state.  You expressly waive any objection that You may have now or in the future to the laying of venue or to the jurisdiction of any such court over You or Your activities on the Site.

Enforceability. The provisions of this Agreement will be enforceable notwithstanding the existence of any claim or cause of action against Favorly whether predicated on this Agreement or otherwise.  Nothing in this Agreement will be construed as prohibiting Favorly from pursuing any other remedies available to it for such unauthorized use or disclosure or from pursuing any remedies for any other breach or threatened breach of the Agreement, including the recovery of damages from the other party.

Reimbursement for Costs and Fees.  In the event Favorly shall be forced to bring any legal action to protect or defend its rights hereunder and prevails, then Favorly shall be entitled to reimbursement from You of all fees, costs and other expenses (including, without limitation, the reasonable expenses of its or their attorneys) in bringing or defending against such action. If Favorly is successful in bringing such action and receiving a settlement or judgment and Client delays in paying such settlement or judgment then Favorly shall be entitled to an annual interest rate of 9% on the late payment or, if lower, the highest rate allowed by law.

Entire Agreement.  This Agreement constitutes the entire understanding of the parties and supersedes all prior discussions, negotiations, agreements and understandings, whether oral or written, with respect to its subject matter. 

Remedies Cumulative.  The remedies under this Agreement are cumulative and shall not exclude any other remedies to which any person may be lawfully entitled.

Force Majeure.  Force majeure as mentioned herein refers to war, fire, epidemics, pandemics, earthquake, flood and other manmade or natural disasters, acts of terrorism or any event which is unforeseeable and unavoidable when both parties sign this Agreement. Should Favorly be prevented from or delayed in performing all or part of its obligations under this Agreement owing to force majeure, it shall be exempt from the Liability for Breach of Contract arising there from, but it shall continue to perform this Agreement after the influence of force majeure is removed. If the influence of force majeure makes it impossible to perform this Agreement, Favorly may terminate this Agreement and negotiate for a resolution.

Modification.  We reserve the right to change, at any time, at Our sole discretion, the Terms under which these Services are offered, and all other agreements and all amendments and modifications.  You agree that to be bound by any changes to the Terms which includes, but is not limited to, posting any such changes at the Site without further notice to You.  You are responsible for regularly reviewing these Terms. Your continued use of the Services constitutes Your agreement to all such Terms, other document, or additional terms and conditions. This Agreement may not be amended by You other than in a writing signed by both parties, and for purposes of this sentence, “writing” does not include email, and “signature” does not include an electronic signature. If You do not agree to any amendment, then You shall cease use of this Site no later than the effective date of the amendment. 

Assignment Generally.  You may not assign the rights, or delegate duties under this Agreement without advance written approval of Favorly.  Favorly may assign its rights to an affiliate company.

Independent Covenants.  The parties agree that each of the covenants contained herein shall be construed as independent of any other covenant or provision of this Agreement.  If all or any portion of a covenant in this Agreement is held to be unreasonable or unenforceable by a court or agency having valid jurisdiction in a final decision to which Favorly is a party, You expressly agree to be bound by any lesser covenant subsumed within the terms of such covenant that imposes the maximum duty permitted by law, as if the resulting covenant was separately stated in and made a part thereof.

Severability.  If any provision of this Agreement or the application of any such provision to any person or circumstance shall be held invalid, the remainder of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid shall not be affected thereby.

Waiver.  No failure or delay by Favorly in exercising any power, right or privilege provided in this Agreement will operate as a waiver, nor will any single or partial exercise of such rights, powers or privileges preclude any further exercise of them or the exercise of any other right, power or privilege provided in this Agreement.

Heirs and Assigns.  This Agreement will inure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns, as the case may be, of Favorly.

Governing Law.  This Agreement shall be governed by, and construed under, the laws of the State of Illinois, and controlling U.S. federal law without regard to any conflicts or laws or choice of laws principles that would require the application of the laws of any jurisdiction other than the State of Illinois, all rights and remedies being governed by said laws. 

Notices.Except as explicitly stated otherwise, any notices You send to Us shall be given by email to info@favorly.tv or, in the case notices We send to You, to the email address or street address You provided to us. Notice shall be deemed given 24 hours after an electronic message is sent, or, in the case of mailing, three (3) days after the date of mailing.

Headings.  Headings in this Agreement are for convenience only and shall not be used to interpret or construe its provisions.

Counterparts.  This Agreement may be executed in any number of counterparts and by different parties to this Agreement in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement.

Survival. The proprietary rights, disclaimer of warranties, representations made by You, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.

Seller Terms: Additional Seller Terms of of Use can be found by visiting: www.favorly.tv/seller-terms/