PlaceVine The Brand Integration Service
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Terms of Service

The following describes the terms on which PlaceVine offers you access to our services.

Introduction

Welcome to PlaceVine. By using the services on the PlaceVine websites (PlaceVine.com and other related websites where this agreement appears) (the "Sites"), you are agreeing to the following terms (the "Agreement" or "Terms of Service") with PlaceVine Inc. and the general principles for the websites of our subsidiaries and affiliates.

Before you may gain access to the Sites, you must read and accept all of the terms and conditions in, and linked to, these Terms of Service and the Privacy Policy. A user who has accepted (electronically or otherwise) the Terms of Service and Privacy Policy is a user. We strongly recommend that, as you read these Terms of Service, you also access and read the linked information. By accepting these Terms of Service, you also agree that your use of some PlaceVine-branded websites may be governed by separate terms of service and privacy policies. The agreement that applies on any of our domains and subdomains is always the agreement that appears in the footer of each website.

This Agreement is effective upon acceptance by new users.

Using PlaceVine

You represent that: (i) you are 18 years of age or older and you have the legal capacity and authority to bind yourself and your employer and/or your client (as its agent), as applicable, to this Agreement; (ii) you have the legal capacity and authority to post any and all content to the Sites AND to grant PlaceVine a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights you have in the content, in any media known now or in the future; (iii) you consent on behalf of yourself and/or as an authorized representative of your employer and/or as agent for your client, as applicable, to be bound by this Agreement; and (iv) the information you supply to us is correct and complete. You understand that PlaceVine and its partners rely on the information you supply and that providing false or incorrect information may result in withholding access to the Sites or delays or the suspension or termination of your customer account. You agree to promptly notify PlaceVine whenever your personal or billing information changes (including for example, your name, address, telephone number, and credit card number and expiration date).

You agree that you are responsible for all use on your account, including any secondary accounts or sub-accounts registered to your primary account. You understand this means that you accept full liability and responsibility for the actions of anyone who uses the Sites via your account, or any secondary accounts, with or without your permission.

While using the Sites, you will not:

  • register as a user on the Sites by providing false, inaccurate, or misleading information, including but not limited to registering as a producer, distributor, or creator of filmed entertainment (a "Content Producer") when your primary function is to manufacture, advertise, distribute, or otherwise represent products or services, or represent any of the foregoing as an agent or otherwise (a "Marketer")
  • disclose any information about or related to users, listings, or any other content available on the Sites except for the express purpose of conducting confidential communications regarding product placement/brand integration transactions. PlaceVine considers the privacy of our users a critical priority and reserves the right to remove users and take appropriate legal action against users who violate our Privacy Policy
  • copy, modify, or distribute content from the Sites including, without limitation, PlaceVine's copyrights and trademarks
  • violate any laws, third party rights, or our policies
  • use the Sites if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from our Sites
  • interfere with other users' listings
  • circumvent or manipulate our fee structure, the billing process, or fees owed to PlaceVine
  • post false, inaccurate, misleading, defamatory, or libelous content (including personal information)
  • transfer your PlaceVine account or Listing information to another party without our prior written consent
  • distribute, post or link to spam, chain letters, or pyramid schemes
  • distribute, post or link to viruses or any other technologies that may harm PlaceVine, or the interests or property of PlaceVine users; or
  • harvest or otherwise collect information about users without their consent.

Abusing PlaceVine

PlaceVine and its users work together to keep the Sites working properly and its users safe. Please report problems, offensive content, and policy violations to us through our Help page.

Without limiting other remedies, we may limit, suspend, or terminate our service and user accounts, prohibit access to our website, delay or remove hosted content, and take technical and legal steps to keep users off the Sites including blocking certain IP addresses or blocks of IP addresses if we think that they are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of our policies. We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time.

Software Licenses

With regard to any software available on the Sites for which your acceptance of a separate license agreement is not required, including usage of the Sites via a web browser ("Service Software"), you are hereby granted a revocable, non-exclusive, non-transferable license to use the Service Software (and any corrections, updates and upgrades), solely for the purpose of accessing and using the Sites in accordance with these Terms of Service and PlaceVine's written policies. You may not make any copies of the Service Software other than such transient copies in your computer's memory as are necessary to use the Sites. You agree that the Service Software is the confidential information of PlaceVine or its third party licensors, providers or suppliers, which you shall not disclose to others or use except as expressly permitted herein. The Service Software contains copyrighted material, trade secrets, inventions, and proprietary information owned by PlaceVine or its third party licensors, providers, or suppliers. You may not de-compile, reverse engineer, disassemble, attempt to discover any source code or underlying ideas or algorithms of the Service Software, or otherwise reduce the Service Software to a human readable form, modify, rent, lease, loan, use for timesharing or service bureau purposes, reproduce, sublicense or distribute copies of the Service Software, or otherwise transfer the Service Software to any third party. You may not remove or alter any trademark, trade name, copyright or other proprietary notices, legends, symbols, or labels appearing on or in copies of the Software. You are not granted any title or rights of ownership in the Service Software. You acknowledge that this license is not a sale of intellectual property and that PlaceVine or its third party licensors, providers or suppliers continue to own all right, title and interest, including but not limited to all copyright, patent, trademark, trade secret, and moral rights, to the Service Software and related documentation, as well as any corrections, updates and upgrades. The Service Software may be used in the United States only, and any export of the Service Software is strictly prohibited.

Your license to use the Service Software shall remain in full force and effect unless and until terminated by PlaceVine, its third party licensors, providers or suppliers, or until your customer account is terminated. Upon termination of your customer account for any reason, you must cease all use of the Software and the Service Software and immediately delete the Service Software from your computer. Your license to use the Service Software shall automatically terminate, without notice, if you violate these Terms of Service.

Fees and Services

Unless specified otherwise, PlaceVine charges fees for using services, such as listing products. When you list an item or use a service that has a fee you have an opportunity to review and accept the fees that you will be charged based on our fees schedule, which we may change from time to time. Changes to that policy are effective after we provide at least fourteen (14) days' notice by posting the changes on the Sites. We may choose to temporarily change the fees for our services for promotional events (for example, free listing days) or new services, and such changes are effective when we post the temporary promotional event or new service on the Sites.

Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with the Sites in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us and retaining collection agencies and legal counsel at your expense.)

Content License

When you give us content, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights you have in the content, in any media known now or in the future.

Liability

You will not hold PlaceVine responsible for users and hereby release all claims you may have against PlaceVine as a result of actions or inactions, including postings of other users. You agree that PlaceVine is not involved in and will not complete transactions between Marketers and Content Producers and that PlaceVine shall not be held liable for any damages resulting from transactions resulting in whole or in part from your use of the Sites. We have no control over and do not guarantee the quality, safety or legality of listings advertised, the truth or accuracy of listings, the ability of sellers (Content Producers) to make offers, the ability of buyers (Marketers) to pay for items, or that a buyer or seller will actually complete a transaction.

We cannot guarantee continuous or secure access to our services, and operation of the Sites may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all express and implied warranties, terms and conditions, including without limitation the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We are not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of our Sites. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraph, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total fees you paid to us in the 12 months prior to the action giving rise to the liability and related to the source of the liability, and (b) $100.

Release

If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. If you are a California resident, you waive California Civil Code #1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

Access and Interference

The Sites you select may not be available at all times, and may not be available in the format generally marketed, and some personal computers may not be able to access the Sites even if initial testing showed that your connection was qualified or your computer environment was suitable. The Sites require Internet access; it is your responsibility to ensure that you have adequate connectivity to the Internet. The Sites are provided on an AS IS basis. Line rate, access and availability of the Sites are not guaranteed.

PlaceVine, its partners or their suppliers may, at any time, without notice or liability, restrict the use of the Sites or limit its time of availability in order to perform maintenance activities and to maintain session control. The Sites may contain robot exclusion headers. Much of the information on the Sites is updated on a real-time basis and is proprietary or is licensed to PlaceVine by our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Sites for any purpose without our express prior written permission.

Additionally, you agree that you will not:

  • take any action that imposes or may impose (in our sole determination) an unreasonable or disproportionately large load on our infrastructure;
  • # copy, reproduce, modify, create derivative works from, distribute, or publicly display any content from the Sites without the prior express written permission of PlaceVine and the appropriate third party, as applicable;
  • interfere or attempt to interfere with the proper working of the Sites or any activities conducted on the Sites; or
  • bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Sites.

Privacy

We do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent. We use your information only as described in the PlaceVine Privacy Policy. We view protection of users' privacy as a very important community principle. We store and process your information on computers located in the United States that are protected by physical as well as technological security devices. You can access and modify the information you provide us by signing-in to your account. For a complete description of how we use and protect your personal information, see the PlaceVine Privacy Policy. If you object to your information being transferred or used in this way please do not use our services.

Your password is the key to your account. Use unique numbers, letters and special characters, and do not disclose your PlaceVine password to anyone. You are responsible for all actions taken in the name of your account. If you lose control of your password, you may lose substantial control over your personal information and may be subject to legally binding actions taken on your behalf. Therefore, if your password has been compromised for any reason, you should immediately notify PlaceVine and change your password.

Indemnity

You will indemnify and hold us (and our officers, directors, agents, subsidiaries, joint ventures and employees), harmless from any claim or demand, including reasonable attorneys' fees, made by any third party related to, due to or arising out of your use of the Sites, your breach of this Agreement, or your violation of any law or the rights of a third party.

No Agency

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Notices

Except as explicitly stated otherwise, legal notices shall be served on PlaceVine's national registered agent (in the case of PlaceVine) or to the email address you provide to PlaceVine during the registration process (in your case). Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice shall be deemed given three days after the date of mailing.

Resolution of Disputes

If a dispute arises between you and PlaceVine, our goal is to provide a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and PlaceVine agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a "Claim") in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by going to the Help page. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.

  • Law and Forum for Disputes: This Agreement shall be governed in all respects by the laws of the State of New York as they apply to agreements entered into and to be performed entirely within New York between New York residents, without regard to conflict of law provisions. You agree that any claim or dispute you may have against PlaceVine must be resolved by a court located in New York, New York, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. You agree to submit to the personal jurisdiction of the courts located within New York County, New York for the purpose of litigating all such claims or disputes.
  • Arbitration Option: For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
  • Improperly Filed Claims: All claims you bring against PlaceVine must be resolved in accordance with this Resolution of Disputes Section. All claims filed or brought contrary to the Resolution of Disputes Section shall be considered improperly filed. Should you file a claim contrary to the Resolution of Disputes Section, PlaceVine may recover attorneys' fees and costs up to $1,000, provided that PlaceVine has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.

General

PlaceVine Inc. is located at 450 West 17th Street Suite 1611 NY, NY 10011. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. In our sole discretion, we may assign this Agreement. Headings are for reference purposes only and do not limit the scope or extent of any provision. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We are not required and do not guarantee that we will take action against breaches of this Agreement.

We may amend this Agreement at any time by posting the amended terms on this Site. Except as stated elsewhere, all amended terms shall automatically be effective 30 days after they are initially posted. This Agreement may not be otherwise amended except in a writing signed by you and us. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. The following Sections survive any termination of this Agreement: Fees and Services (with respect to fees owed for our services), Release, Content License, Liability, Indemnity and Resolution of Disputes.