This Revzzit Products Producer and Publisher Agreement (the "Agreement") constitutes a legally binding agreement between REVIZZIT L.L.C., a California corporation ("REVIZZIT") and you ("You" or "Your"). BY CHECKING THE BOX STATING THAT YOU HAVE READ AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AS PART OF YOUR REGISTRATION AS A PRODUCER OF REVIZZIT PRODUCT PUBLICATIONS (“PRODUCTS”), YOU AGREE AND CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT FOR AS LONG AS YOU USE THE REVIZZIT SERVICES.
Revizzit owns and operates the Revizzit service (the “Service”), which permits Revizzit members to, among other things, browse, create content and use and sell content through the Revizzit Service including the Revizzit Studio, Revizzit Global Catalog, and all other services.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties do hereby agree as follows:
License Grant. Producer hereby grants Revizzit and worldwide, exclusive, sublicensable and transferable license to use, copy, reproduce, distribute, license, sell, market, transmit, display, publish and perform each produced Product on, through or in connection with the Service.
In connection with Revizzit’s marketing, distribution, and operation of the Service, Producer permits Revizzit (a) host, index, and cache the Products; (b) tag the Products with meta data to be used to identify it as a Producer Product, to describe the Product, to catalog it within the Revizzit Global Catalog, and otherwise to meet the needs of the Service; (c) add Digital Rights Management (“DRM”) technology to the Products; and (d) engage in such further actions regarding the Products as may be necessary or appropriate to affect the purposes of the Service and the technical requirements of the Revizzit Service.
Producer also hereby grants each user of the Service a license to access the Products through the Service upon purchase of the Product, and to use, and display and perform such Products as permitted through the Service. Producer acknowledges that purchasers of a Product may download parts of the Product according to the permissions set by the Producer.
Producer also acknowledges that all products produced using the Revizzit Services through the Revizzit Studio (the web interface software for creation and management of products and sales) are delivered to the consumer through the Revizzit Service after purchase from the Producer.
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3. Publishing of Products.
- (a) Content will be submitted for publication into Products through the Revizzit Studio.
- (b) The Submitted Content does not contain obscene or pornographic elements.
- (c) The Submitted Content is not unlawful, harmful, defamatory, threatening, abusive, harassing, tortious, vulgar, libelous, invasive of another’s privacy, hateful or otherwise offensive or objectionable. This includes, by way of example, content that promotes or condones bigotry, prejudice, racism, or hatred.
- (d) The Submitted Content does not promote discrimination based on race, ethnicity, gender, gender identity, religion, nationality, sexual orientation, or age.
- (e) The Submitted Content does not violate the rights of another individual or entity and does not infringe on any patent, trademark, service mark, copyright, trade secret, right of publicity or other proprietary right of a third party, unless Producer has the permission from the rightful owner to submit the content and to grant Revizzit and its end-users all of the license rights granted herein.
- (f) Producer agrees not to submit any content that Producer does not have a right to transmit under any law or under contractual or fiduciary relationship (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
- (g) The Submitted Content does not contain software viruses, worms, Trojan Horses or any other computer code, files or programs designed to monitor, interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, including, without limitation, any adware, spyware or malware.
- (h) The act of submitting the content, and the Submitted Content itself, does not violate any applicable local, state, national or international law or decree, or any applicable regulations having the force of law, that are applicable to Producer.
- (i) The Submitted Content does not promote or provide instructional information about illegal activities, promoting physical harm or injury against any group or individual, or promoting any act of cruelty to humans or animals. This may include, without limitation, providing instructions on how to make or assemble explosive or incendiary devices or other weapons or how to create or spread toxins, poisons or other harmful agents.
- (j) Producer has full power and authority under all relevant laws and regulations to submit the Submitted Content and agree to this Agreement, including all necessary licenses and authorizations.
- (k) Producer has provided an accurate description and preview of the Submitted Content, including descriptive tags for indexing.
5. Removal of Products. Revizzit may, in its sole discretion:
- (a)reject, suspend access to, or remove any of the Products from the Service at any time that Revizzit deems that it violates any Submission Certifications or is otherwise unsuitable for the Service.
Revizzit shall have no liability for taking such actions. Producer agrees and accepts that Revizzit does not guarantee that the Products will be displayed on any part of the Revizzit Global Catalog.
6. Security. For each Title that is distributed electronically, Revizzit will incorporate digital rights management (“DRM”) and proprietary security technology that is designed to reduce unauthorized copying, theft or illegal transfers. Although Revizzit takes efforts to reduce unauthorized copying, theft or illegal transfers, Producer acknowledges that DRM can be circumvented and that Revizzit makes no assurances that unauthorized copying, theft or illegal transfers of the Products will not occur and Revizzit bears no responsibility for any such unauthorized copying, theft, or illegal transfers and no amounts or liability will be payable or owed in connection therewith.
7. Intellectual Property.
- a. Acknowledgement of Ownership-Products. Revizzit agrees that the Intellectual Properties included in the Products (including but not limited to software, animations, graphics, text, audio, images, pictures, icons, movies, video, layout, and look and feel of the Products, sound recordings, underlying musical compositions, artwork and other content embodied therein) contain proprietary information and material that is owned by Producer and/or its licensors, and are protected by applicable intellectual property and other laws, including but not limited to copyright. Revizzit will not use such proprietary information or materials in any way unless and to the extent that Revizzit has the right to do so.
- b. Acknowledgement of Ownership-Service. Producer agrees that the Service, Revizzit website(s) (collectively, the “Website”), Revizzit Global Catalog, Studio, Tutorials and all other services provided by Revizzit (including but not limited to software, animations, graphics, text, audio, images, pictures, icons, movies, video, layout, and look and feel of the site, sound recordings, underlying musical compositions, artwork and other content embodied therein) contains proprietary information and material that is owned by Revizzit and/or its licensors, and are protected by applicable intellectual property and other laws, including but not limited to copyright. Producer will not use such proprietary information or materials in any way unless and to the extent that Producer has the right to do so.
The Website and Service, and all the content contained therein, is, among other things, protected as a collective work or compilation under applicable laws and treaties. Except as expressly authorized by Revizzit (which it may do or not in its sole and absolute discretion), Producer agrees not to use, copy, reproduce, transmit, broadcast, display, perform, license, modify, rent, distribute, lease, loan, sell, or exploit for any commercial purpose any portion of the Website or Service, use the Service, or access the Service, and not to reproduce the Website or Service in any form or by any means or create derivative works based on the Website or Service, in whole or in part.
- c. Trademarks. Revizzit, the Revizzit logo, and other Revizzit trademarks, service marks, graphics, and logos used in connection with the Website, Service, Distribution Channels and Revizzit content are trademarks or registered trademarks of Revizzit, inc. in the U.S. and/or other countries. Other trademarks, service marks, graphics, and logos used in connection with the Website, Service, Distribution Channels and content may be the trademarks of their respective owners. Producer is granted no right or license with respect to any of the aforesaid trademarks or any use of such trademarks. Trademarks, service marks, graphics, and logos used in the Products are the trademarks or registered trademarks of Producer (or its licensors) in the U.S. and/or other countries. Revizzit agrees not to file or use any trademark that is similar to any Producer trademark.
8. Representations and Warranties.
- a. By Producer. Producer hereby represents and warrants that:
- i. Authority. Producer represents and warrants to Revizzit that: (i) Producer has all requisite power and authority, corporate or otherwise, to enter into this Agreement, conduct its business and to execute, deliver, and perform all of the obligations under this Agreement; (ii) Producer is the owner—or the authorized agent of the owner—of the Products and has full technical and editorial control of the same; (iii) Producer has the right to grant the rights and licenses granted under this Agreement; (iv) the performance under this Agreement and/or the rights granted herein do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or agreement, to which Producer is currently bound or will become bound in the future; and (v) the performance under this Agreement will comply with all applicable laws, rules and regulations (including, without limitation, export control, privacy and obscenity laws), domestic or foreign.
- ii. Actions. Producer will not, and will not authorize or encourage any third party to, directly or indirectly: (i) obtain any information or materials relating to the Service or the Program through any means not intentionally made available by Revizzit to Producer for such purpose, or attempt to gain unauthorized access to Revizzit’s database, technology, computer systems or networks associated with the Service or Program; or (ii) engage in any activity that disrupts, diminishes the quality of, interferes with the performance of or impairs the functionality of the Service or the Program.
- iii. Cooperation. Producer agrees to cooperate fully with Revizzit to investigate any suspected or actual activity that is in breach of this Agreement. Producers acknowledge that any violation of this Section 8 is a material breach of this Agreement and that Revizzit may pursue any and all applicable legal and equitable remedies against Producer, including an immediate suspension of its Producer Account or termination of this Agreement, and the pursuit of all available civil or criminal remedies. Revizzit reserves the right to investigate, at its own discretion, any activity that Revizzit suspects may violate this Agreement. Revizzit may, as applicable notify the authorities, suspend or cancel the Account and/or take appropriate actions at any time without notice to Producer if Revizzit, in its sole discretion, (i) suspects that Producer have breached or failed to comply (in full or in part) with any provision of this Agreement or any policies or rules established by Revizzit; or (ii) suspects that the actions may be illegal or cause liability.
- b. By Revizzit. Revizzit hereby represents and warrants that:
- i. Authority. Revizzit represents and warrants to Producer that: (i) Revizzit has all requisite power and authority, corporate or otherwise, to enter into this Agreement, conduct its business and to execute, deliver, and perform all of the obligations under this Agreement; (ii) Revizzit is the owner—or the authorized agent of the owner—of the Service and has full technical and editorial control of the same; (iii) the performance under this Agreement and/or the rights granted herein do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or agreement, to which Revizzit is currently bound or will become bound in the future; and (v) the performance under this Agreement will comply with all applicable laws, rules and regulations (including, without limitation, export control, privacy and obscenity laws), domestic or foreign.
9. Waiver and Indemnities. Producer will indemnify, defend and hold Revizzit and its officers, directors, employees, shareholders, successors, agents, affiliates, subsidiaries and applicable third parties (Program participants, advertisers, service providers, licensors, licensees, consultants and contractors) (collectively with Revizzit, the "Revizzit Entities") harmless from and against any claims, liabilities, losses, costs, damages or expenses (including reasonable attorneys' fees and costs) directly or indirectly arising out of or in any way relating to: (i) Producer’s gross negligence or willful misconduct; (ii) the Products; (iii) Producer’s conduct, including the use of Revizzit products or any other actions related to the participation in the Program; (iv) any actual violation or breach of this Agreement, or allegation of such violation or breach by a third party, including breach of any representation made by Producer hereunder; or (v) the alleged or actual violation or infringement of any intellectual property, privacy, publicity, confidentiality or proprietary rights of any third-party as a result of any action or Participation by Producer (collectively, the "Claims"). Producer is solely responsible for defending any such Claims, and for payment of losses, costs, damages, or expenses resulting from the foregoing to both a third party and to the Revizzit Entities. Revizzit shall have the right to withhold any payments due to Producer, if any, to offset liabilities and expenses covered hereunder. Revizzit shall have the right, in its sole discretion, to select its own legal counsel to defend Revizzit from any Claims (but by doing so shall not excuse the indemnity obligations) and Producer shall be solely responsible for the payment of all Revizzit's reasonable attorneys' fees incurred in connection therewith. Producer shall notify Revizzit immediately if Producer becomes aware of any actual or potential claims, suits, actions, allegations or charges that could affect its or Revizzit's ability to fully perform their respective duties or to exercise its rights under this Agreement. Producer shall not, without the prior written approval of Revizzit, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against Producer, if such settlement or resolution results in any obligation or liability for Revizzit.
PRODUCER FURTHER AGREES TO INDEMNIFY AND HOLD THE REVIZZIT ENTITIES HARMLESS WITH RESPECT TO ANY CLAIMS ARISING OUT OF ANY ACTION TAKEN BY REVIZZIT AS PART OF ITS INVESTIGATION OF A SUSPECTED VIOLATION OF THIS AGREEMENT OR AS A RESULT OF ITS FINDING OR DECISION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED. THIS MEANS THAT PRODUCER CANNOT SUE OR RECOVER ANY DAMAGES FROM ANY REVIZZIT ENTITIES AS A RESULT OF ANY DECISION TO REMOVE OR REFUSE TO PROCESS ANY TITLE, TO WARN PRODUCER, TO SUSPEND OR TERMINATE PRODUCER’S AUTHOR ACCOUNT OR ACCESS TO THE PROGRAM OR SERVICE, WITHHOLD OR DECUCT PAYMENTS,OR TO TAKE ANY OTHER ACTION DURING THE INVESTIGATION OF A SUSPECTED VIOLATION OR AS A RESULT OF REVIZZIT’S CONCLUSION THAT A VIOLATION OF THIS AGREEMENT HAS OCCURRED.
10. WARRANTY DISCLAIMERS.
- a. Participation in the Program IS at Producer's sole discretion and risk. The Service and Program, and all materials, information, products and services included therein, are provideD on an "AS IS" and "AS AVAILABLE" basis without warranties of any kind. THE REVIZZIT ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SERVICE AND THE PROGRAM, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE.
- b. REVIZZIT DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT USE OF THE PROGRAM OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, AND PRODUCER ACKNOWLEDGES THAT FROM TIME TO TIME REVIZZIT AND/OR ITS DISTRIBUTION PARTNERS MAY, without notice or liability: (i) impose limits on the use of or access to certain features or portions of the PROGRAM OR Service, (ii) REMOVE ALL OR PART OF THE PROGRAM OR SERVICE FROM OPERATION FOR INDEFINITE PERIODS OF TIME; (iii) DISCONTINUE ALL OR PART OF THE PROGRAM OR SERVICE AT ANY TIME; OR (iv) REMOVE SOME OR ALL OF THE FEATURES, CONTENT AND/OR PRODUCTS FROM THE SERVICE; AND REVIZZIT AND ITS DISTRIBUTION PARTNERS DISCLAIM ANY LIABILITY RELATING TO THE FOREGOING.
- c. The Revizzit Entities disclaim any and All warranties: (i) regarding the security, accuracy, reliability, timeliness, and performance of the Service and Program; (ii) regarding the goods, services, information or links provided by any Third Party Service Providers or members; (iii) that the Service or Program will meet Producer’S requirements; or (iv) that the Service or Program will be error-free or that any errors will be corrected. No advice or information, whether oral or written, obtained by Producer from Revizzit or from ITS Participation IN the PROGRAM, shall create any warranty not expressly stated in this Agreement.
- d. THE REVIZZIT ENTITIES DO NOT REPRESENT OR WARRANT THAT THE PROGRAM, THE SERVICE AND ANY CONTENT AVAILABLE THEREON, WILL BE FREE FROM LOSS, CORRUPTION, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSION, AND THE REVIZZIT ENTITIES DISCLAIM ANY LIABILITY RELATING THERETO.
- e. THE Revizzit ENTITIES assume no responsibility for: (i) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication; and (ii) any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on the Service or Program or combination thereof, including any injury or damage to Producer or to ITS or any OTHER person's computer related to or resulting from participation IN the PROGRAM OR USE OF the SERVICE.
- f. UNDER NO CIRCUMSTANCES SHALL THE REVIZZIT ENTITIES BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL INJURY OR DEATH, RESULTING FROM PRODUCER’S PARTICIPATION IN THE PROGRAM OR USE OF THE SERVICE, FROM ANY CONTENT AVAILABLE OR DISTRIBUTED ON THE SERVICE, OR FROM THE CONDUCT OF ANY USERS OF THE REVIZZIT SERVICE OR PRODUCTS OR PARTICIPANTS IN THE PROGRAM, WHETHER ONLINE OR OFFLINE.
- g. Revizzit entities expressly disclaim any all warranties of any kind, express, implied, or statutory, relating to the Affiliate Network program associated with the use of the Revizitt service. Revizzit and Producer recognize that Affiliates may advertise and promote Producer's products that Producer places on the Revizzit platform or service, but any liabilities, disagreements, or breaches of any agreements between Producer and Affiliate are strictly between Producer and Affiliate. Producer agrees that they will adhere to the terms of the Revizzit Affiliate agreement, but Producer affirmatively waives all claims against Revizitt entities relating to any cause of action against Producer or Producer has against the Affiliate. Producer furthermore is advised to seek independent counsel before signing any agreement with Affiliate and that Revizzit entities and its counsel has not offered legal advice (in form or substance) to the Producer regarding such Affiliate agreements.
11. LIMITATION OF LIABILITY. THE REVIZZIT ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA OR PROFITS, COST OF PROCURING SUBSTITUTE PRODUCTS OR BUSINESS INTERRUPTION), WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICE, PARTICIPATION IN THE PROGRAM OR USE OF ANY SOFTWARE OR OTHER MATERIALS AVAILABLE TO PRODUCER FROM OR THROUGH THE PROGRAM OR SERVICE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR ANY REVIZZIT ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REVIZZIT'S LIABILITY TO PRODUCER OR ANY THIRD PARTY FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY PRODUCER TO REVIZZIT FOR PRODUCER’S PARTICIPATION IN THE PROGRAM.
IN THE EVENT THE LIMITATION OF LIABILITY SET FORTH ABOVE SHALL FOR ANY REASON BE HELD UNENFORCEABLE OR INPRODUCTLICABLE FOR ANY REASON, PRODUCER AGREES THAT THE REVIZZIT ENTITIES’ AGGREGATE LIABILITY TO PRODUCER (AND TO ANY THIRD PARTIES) SHALL NOT EXCEED THE SUM OF ONE HUNDRED U.S. DOLLARS (US$100.00).
Producer acknowledgeS that Revizzit permits the participation in the Program in reliance on the limitations of liability stated herein and that those limitations are an essential basis of the bargain and of the allocation of risks between the parties.
12. Force Majuere. Revizzit shall no liability for any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by telecommunications providers, third party equipment failure, or failure to perform by any Distribution Partner (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, Revizzit will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues.13. Infringement. If Producer believes that any of its Products have been copied in a way that constitutes infringement and is available on the Service, Producer agrees to provide a written notification of claimed infringement addressed to the designated agent as set forth below, which must include substantially all of the following:
- 1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- 2. a description of the copyrighted work that Producer claims has been infringed;
- 3. a description the material that Producer claims is infringing the work, the title of the material and exactly where it is located on the Service;
- 4. the full name, address, telephone number, and email address;
- 5. a statement by Producer that Producer has a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- 6. a statement by Producer, made under penalty of perjury, that the above information is accurate and that Producer is the copyright owner or authorized to act on the copyright owner’s behalf.
To reach Revizzit’s Copyright Agent for Notice of claims of copyright infringement:
Mail to: Revizzit, inc.
Attn: Copyright Agent
530 S Lake, Suite 168
Pasadena, CA 91101
The Copyright Agent should only be contacted if Producer believes that the work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on or through the Service. The Copyright Agent will not respond to any other inquiries. Revizzit respects the copyrights of Program participants and third parties and will take action to investigate and address all such notices.
14. Term & Termination.
- a. Term. This Agreement will continue in effect for so long as the licenses granted in Section 1 hereof are in effect.
- b. Termination. This Agreement may be terminated prior to its expiration:
- i. by Producer, by removing their Products from the Revizzit Service.
- ii. by Producer by notice to Revizzit if Revizzit files an assignment in bankruptcy, or a petition in bankruptcy or receivership against Revizzit is filed and remains undischarged for a period of 30 days or Revizzit makes an assignment for the general benefit of its creditors.
- iii. by Producer if Revizzit defaults in respect of any material term or provision of this Agreement and fails to remedy such default within 30 days after receipt of notice from Producer, but Revizzit shall not be deemed to be in default hereunder if such default is caused by a Force Majeure Event.
- iv. by Revizzit in the event Producer violates any Submission Certifications, the Terms of Service or any material term or provision of this Agreement.
- c. Effect of Termination. Termination of this Agreement shall not act as a waiver of any breach of this Agreement and shall not act as a release of either party hereto from any liability for breach of such party’s obligations under this Agreement. Upon termination of this Agreement, Producer will not be able to submit any further content to Revizzit and, if such termination is pursuant to Section 14(b)(i) or (ii) above, the licenses granted hereunder to Revizzit shall terminate and Revizzit shall discontinue any further sales of the Products licensed hereunder; provided that the termination of this Agreement shall not terminate or impair the rights of end-users to use, and Revizzit to support and provide replacement copies of, Products sold prior to the date of termination.
- d. Survival. Except for termination of this Agreement pursuant to Section 22(b)(i) and (ii) and (iii) above, the licenses to each Title granted hereunder shall continue in full force and effect, in accordance with the terms of this Agreement, until the licenses to such Products expire.
15. Enforcement. Revizzit reserves the right to takes steps Revizzit believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Revizzit’s right to cooperate with any legal process, and/or a third party claim that the use of the Service and/or Products is unlawful and/or infringes such third party’s rights). Producer agrees that Revizzit has the right, without liability to Producer, to disclose any registration information and/or Author Account information to law enforcement authorities, government officials, and/or a third party, as Revizzit believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Revizzit’s right to cooperate with any legal process relating to any Products, and/or a third party claim that the use of the Service or the Products are unlawful and/or infringes such third party’s rights).
16. Notices. Any notice or other communication to be given hereunder (a “Notice”) shall be in writing and shall be (as elected by the party giving such Notice) (i) personally delivered; (ii) transmitted by postage prepaid registered or certified airmail, return receipt requested; or (iii) deposited prepaid with a nationally recognized overnight courier service. Notices shall be directed to the respective addresses set forth above and shall be effective upon receipt. Either party may change its address for purposes hereof on not less than five (5) days prior Notice to the other party.
17. Governing Law. The laws of the State of California, excluding its conflicts of law rules, govern this Agreement and the use of the Service. Producer’s use of the Service may also be subject to other local, state, national, or international laws that are applicable to Producer. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Producer expressly agrees that exclusive jurisdiction for any claim or dispute with Revizzit or relating in any way to the use of the Service resides in the state or federal courts, as applicable, located in Los Angeles County, State of California, USA.
18. Relationship. Producer and Revizzit are independent entities from each other, and this Agreement, including but not limited to submission or distribution of any Products, will not, in whole or in part, establish any relationship of partnership, joint venture, employment, franchise or agency between Producer and Revizzit. Neither party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent. Neither party is authorized to act as an agent or representative of the other or for or on behalf of the other party in any capacity other than as expressly set forth in this Agreement. Neither party shall in any manner advertise, represent or hold itself (or any of its agents) out as so acting or being authorized so to act, or incur any liabilities or obligations on behalf of, or in the name of, the other party, unless specifically provided for in this Agreement. Moreover, each party shall be solely responsible for the payment of all of its own taxes, assessments and all other similar withholdings from or assessments on any monies paid hereunder or in connection with the transactions contemplated hereby.
19. Reserved Rights. Revizzit reserves the right to change, in whole or in part, the names, logos, presentation, and display of the Service, the Program and the Revizzit products at any time in its sole discretion.
20. Miscellaneous. This Agreement constitutes the entire agreement between Producer and Revizzit relating to the participation in the Program. Producer also may be subject to additional terms and conditions that may Productly when Producer uses the Service, affiliate services, third-party content, or third-party software. If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective successors or assigns of the parties, any rights, remedies, obligations or liabilities whatsoever. Any of the provisions of this Agreement may be waived by the party entitled to the benefit thereof. Neither party shall be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party, and then only to the extent specifically set forth in such writing. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. This Agreement constitutes the entire agreement between Revizzit and Producer with respect to the subject matter hereof and supersedes all prior and/or contemporaneous agreements and understandings, written or oral between the parties with respect to the subject matter hereof. This Agreement may not be amended or modified except in writing signed by both parties nor may it be waived except in writing signed by the waiving party (or its duly authorized agent). Any translation of this Agreement, or any part thereof, is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of this Agreement shall govern. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and together shall constitute one and the same instrument.