ChannelStudio Terms of Service

Last updated: November 16, 2024

PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND ACCESSING, USING AND/OR REGISTERING FOR THE CHANNELSTUDIO WEBSITE, PLATFORM, OR SERVICES.

By creating an Account in ChannelStudio as an Authorized User and/or by accessing and using the ChannelStudio app channelstud.io (the “Platform”) or website channelstudio.com (collectively the “Site”), you accept these Terms of Service (the “Terms”), and you acknowledge that you, on your own behalf as an individual and/or on behalf of your employer or another legal entity (collectively, “you” or “your”), have read and understood and agree to comply with these Terms, and are entering into a binding legal agreement with Lucky Pixel, LLC, doing business as “ChannelStudio”, (“ChannelStudio”, “Company”, “we”, “our”, or “us”). If you are creating an Account, you are entering into these Terms on behalf of your team, company, organization or any other entity that you either represent or belong to (the “Organization”), and you represent and warrant that you have full authority to bind your Organization to these Terms. If you do not agree to comply with and be bound by these Terms or do not have authority to bind your Organization, please do not accept these Terms or access or use the Platform. To the extent allowed under applicable law, you hereby waive any applicable rights to require or receive an original (non-electronic) signature or delivery of non-electronic records of these Terms. If you have executed a written contract, service order or other agreement with ChannelStudio governing your access to and use of the Platform, then the terms of such agreement will govern and will supersede these Terms in the event of any conflict or inconsistency; except for the terms herein that refer to your access to, use of and/or registration for the Site or the terms that refer to creating an Account (as such term is defined herein) for your use of and/or access to our Platform in accordance with the section title “Account” herein, all of which shall remain in effect. All capitalized terms used herein shall have the meanings given for such terms herein.

1. Description of the Service and Site.

1.1) Service. ChannelStudio is the owner or licensee of the ChannelStudio Platform, which helps video content creators be more successful by facilitating the production and optimization of videos through AI generation tools and external contractors (e.g., freelancers), and providing insights on estimated search volume, growth trends, competition data, and market intelligence for certain third party websites and services including but not limited to YouTube, which are made available to you on a software as a service (SaaS) basis on our Platform and Site, and includes: (i) the software that you access via the Site; (ii) any other applications, extensions and features, if any, made available or provided to you by ChannelStudio in connection with the Site or Platform (the “Applications”); and (iii) the trademarks and logos (“Marks”), content, text, documents, descriptions, products, graphics, photos, sounds, videos, and interactive features (together with the Marks, “Content”), contained in or made available through the Site or Platform. The Service is an online product that requires access via an internet or other network connection. You are responsible for obtaining the necessary internet or network connection to access ChannelStudio’s Service, and you are responsible for the associated third-party fees (such as internet service provider or airtime charges) for the connectivity to the Service. Additionally, you are responsible for procuring and maintaining all equipment necessary to connect to the Service. The quality of the Service that you experience may depend on your connectivity and equipment. ChannelStudio is not responsible for any claims or losses that arise as a result of your connectivity and equipment. ChannelStudio provides you with access to a rich collection of resources, tools, and features, including but not limited to tools for, video search engine optimization, keyword research, video analysis, AI writing, video project management, video publishing and distribution, and connecting with freelancers. You also understand that the Service may include certain communications from ChannelStudio, such as service announcements and administrative messages, that are related to the provision of the Service. Unless explicitly stated otherwise, any new features or tools released by us in relation to the Service shall be subject to this Agreement.
1.2) Site. The Site (channelstudio.com) is intended to provide you with information about ChannelStudio and its products, to enable you to purchase a subscription to the Platform and provide subscribers with a web portal to access the Platform and/or download the Applications, if any.

2. Ability to Accept Terms.

If you, as an Authorized User, access and use the Site and/or Platform, you represent and warrant that you are at least 18 years old (or 13 years old if you are registering with the supervision of an adult parent or guardian). The Site and/or Platform is only intended for individuals aged eighteen years or older, or thirteen (13) years or older with the supervision of an adult parent or guardian. If you are under 13 years old please do not visit, access or use the Site and/or Platform. If you are between 13 and 18 years of age, then you must review these Terms with your parent or guardian before visiting, accessing or using the Site to make sure that you and your parent or guardian understand these Terms and agree to them. You may not access and use the Platform if you are, and you represent and warrant that you are not, a competitor of ChannelStudio.

3. Subscription to the Platform.

Subject to your compliance with these Terms as an Authorized User, ChannelStudio hereby grants you a non-exclusive, nontransferable, worldwide, revocable and limited license to use a limited version of the Platform with the features described on the Site (“Subscription”) to access and use the Platform during the Subscription Period (as defined below). An “Authorized User” means an employee or representative of your Organization who has been supplied with a single user identification and password to access and use the Platform on his/her own behalf or on behalf of his/her Organization. Your use of the Platform shall be permitted only by employees of your Organization by submitting a request to support@channelstudio.com indicating the names, business email addresses, primary locations and related registration information that may be requested of the personnel intended as the Authorized Users. No other use of the Platform not specified in these Terms, including use by any other employees, agents, contractors, consultants, representatives, personnel or other parties or individuals of or on behalf of your Organization or its affiliates or subsidiaries, shall be permitted. ChannelStudio shall provide you, for each Authorized User, a user name and password for logging into the Platform, following which use of the Platform by each Authorized User shall be enabled. You shall have the right to reassign any of the Authorized Users provided hereunder, from one of the individuals currently specified as an Authorized User to any other employee of your Organization, by submitting a request to support@channelstudio.com indicating the name, business email address, and primary location of the person intended as the new Authorized User, provided that: (a) such reassignment and change shall not become effective unless ChannelStudio provides its consent, which shall not be unreasonably withheld, and (b) you may not reassign any Authorized User more than a total of two (2) times in the aggregate during the Initial Term or any renewal Term of your Subscription.

4. Site Access.

We hereby grant you permission to visit and use the Site for your information and personal use only (and, where applicable, the internal business purposes of your Organization), subject to these Terms and your compliance with applicable law.

5. License to Applications.

To the extent that you wish to download and install the Applications, if any, you acknowledge and agree that we grant you a non-exclusive, revocable license to install and use the Applications solely for your personal use (and, where applicable, the internal business purposes of your Organization). We may modify the Applications from time to time, and you hereby agree that we may automatically install such modifications without first asking for your approval. We are not obligated to support the Applications, and may at any time suspend or terminate your license and disable the Applications downloaded and/or installed by you. You may not make unauthorized modifications, reverse engineer, disassemble, decompile, or attempt to derive the source code of the Applications.

6. Restrictions.

Except as expressly permitted in these Terms, you may not, and shall not allow any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, sell, display, transmit, broadcast, transfer or distribute any portion of the Platform, Site or Applications to any third party; (ii) circumvent, disable or otherwise interfere with security-related features of the Platform, Site or Applications or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Platform, Site or Applications; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Platform, Site or Applications or any components thereof, or create any derivative works of the Platform, Site or Applications, or any part thereof; (iv) present or share the data or information received through the Platform without ChannelStudio’s prior consent, and in the event such consent was given, present or share such data or information without attribution to ChannelStudio pursuant to ChannelStudio’s branding guidelines; (v) use any robot, spider, scraper, or other automated means to access or monitor the Platform, Site or Applications for any purpose, or to copy, access, collect, download, or otherwise obtain data, content or other information from the Platform, Site or Applications; (vi) take any action that imposes or which ChannelStudio determines, in its sole discretion, may impose an unreasonable or disproportionately large load on the ChannelStudio infrastructure or infrastructure which supports the Platform, Site or Applications; (vii) interfere or attempt to interfere with the integrity or proper working of the Platform, Site or Applications, or any related activities; (viii) remove, deface, obscure, or alter ChannelStudio’s or any third party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Platform, Site or Applications, or use or display logos of the Platform, Site or Applications without ChannelStudio’s prior written approval; (ix) use ChannelStudio’s Marks without our prior written consent; (x) use the Platform, Site or Applications to develop, offer, operate, support or enable a competing service or product; and/or (xi) use the Platform, Site or Applications in any unlawful manner, for any harmful, irresponsible, or inappropriate purpose (including without limitation third-party defamation), or in breach of these Terms, any terms and conditions of any third-party product or service you use, or any agreement you have entered into with any third party.

7. Account.

In order to use the Platform and become an Authorized User, you are required to create a personal user account (“Account”). In creating your Account, you acknowledge and agree: (i) to provide accurate and complete Account and login information; (ii) to keep, and ensure that your user Account login details and password are kept, secure at all times; (iii) to remain solely responsible and liable for the activity arising out of any failure to keep your Account details confidential; and (iv) to promptly notify ChannelStudio in writing if you become aware of any unauthorized access or use of your Account or the Platform. Your login information may only be used by a single user. A single Account shared by multiple users is not permitted. We reserve the right to cancel or suspend your access to the Service if we see any suspicious activity in your account that reasonably points out you willingly and/or knowingly shared your credentials with another user. You are responsible for maintaining the security of your account and password. In creating your Account, you further represent and warrant that you were not previously blocked by ChannelStudio from having an Account or otherwise using the Platform. In order to protect the integrity of the Service, ChannelStudio reserves the right at any time in its sole discretion to block registrants and subscribers from certain IP addresses from accessing the Service. If you believe your IP address has been blocked mistakenly, you may wish to contact us at support@channelstudio.com. In the event you choose to provide your Authorized User information required for creating a Subscription by registering through your account with a third party platform (e.g., your Google account) for which you have certain administrative rights on behalf of your Organization, and provided you consent to the opt-ins and permissions provided by the relevant platform during or subsequent to the registration process, we will receive access to certain information about your social media properties (e.g., your YouTube channels). In that event, we will access and use some of that information, on an aggregated basis with similar information received from other users, in order to improve our algorithm or internal operations. Unless you have specifically asked us to display some of that information in our Platform or solutions, the information will be used only for the algorithm improvement or internal operations described above and will not be shared with any third parties. You always have the right to terminate our access to that information about some or all of your Organization’s social media properties, by following the instructions provided by the relevant platform. For further information about our access to or use of that information, please contact support@channelstudio.com.

8. Public User Submissions.

8.1) Responsibility. The Service or Site may permit the publishing or sharing of certain data or media, on the Site or third-party sites like YouTube, information or content by you and other users (“User Submissions”). You understand that whether or not such User Submissions are published or shared, we do not guarantee any confidentiality with respect to any User Submissions. You shall be solely responsible for your User Submissions and the consequences of posting, sharing, publishing or uploading them. We have complete discretion whether to publish or share your User Submissions and we reserve the right in our sole discretion and without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any and all User Submissions posted on the Site at any time and for any reason.
8.2) Ownership. You, as an Authorized User, represent and warrant that you own or have the necessary rights and permissions to use all data you share with ChannelStudio, and authorize ChannelStudio to use, all Intellectual Property Rights in that data and to your User Submissions, and to enable inclusion and use thereof as contemplated by the Site and these Terms. “Intellectual Property Rights” means any and all rights, title and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic.
8.3) License to User Submissions. You retain all of your ownership rights in and to your User Submissions, however, this does not apply to aggregated and anonymized data that may be created, derived, or extrapolated from the User Submissions. We shall not be liable for the content that you upload to our service, or third-party services like YouTube via our service. By submitting the User Submissions to ChannelStudio, you hereby grant ChannelStudio a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Site and ChannelStudio’s performance of the service for you and the operation of our business, including without limitation for publishing and redistributing part or all of your User Submissions (and derivative works thereof) in any media formats and through any media channels, to the extent permitted by law.
8.4) Exposure to User Submissions. You understand and acknowledge that when accessing and using the Site: (i) you may be exposed to User Submissions from a variety of sources, and that ChannelStudio is not responsible for the accuracy, usefulness, safety, or Intellectual Property Rights of, or relating to, such User Submissions; and (ii) you may be exposed to User Submissions that are inaccurate, offensive, or otherwise objectionable. You hereby waive any legal or equitable rights or remedies you may have against ChannelStudio with respect to User Submissions.

9. Customer Data.

“Customer Data” means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of you or an Authorized User through the Services. ChannelStudio acknowledges that, as between us and you, you own all right, title, and interest, including all intellectual property rights, in and to the Customer Data. You hereby grant to ChannelStudio a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for ChannelStudio to fulfill the sole purposes of: (1) providing the Services to you; and (2) to improve our services and software. You further grant us a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and otherwise use and display Customer Data incorporated within the Aggregated Statistics.

10. Data Collection and Use.

You understand and agree that ChannelStudio may anonymize and aggregate any data you share with the Service, including data associated with third-party data that we request or collect on your behalf (“Aggregated Statistics”) and use it without identifying you for purposes of improving the Service. “Company IP” means the Services and any and all intellectual property provided to you or any Authorized User in connection with the foregoing. For the avoidance of doubt, Company IP includes Aggregated Statistics and any information, data, or other content derived from our monitoring of your access to or use of the Services, but does not include Customer Data. As between ChannelStudio and you, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by us. You acknowledge that we may compile Aggregated Statistics based on Customer Data input into the Services. You agree that ChannelStudio may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law, provided that such Aggregated Statistics do not identify you or your confidential information. We may disclose aggregated information about our users, and information that does not identify any individual, without restriction. We will not, under any circumstances, sell Customer Data.

11. Intellectual Property Rights.

11.1) Site, Platform and Applications. The Platform, Site and the Applications, including all Content contained or displayed on the Site (excluding User Submissions), Applications or Platform, are the property of ChannelStudio and may be protected by applicable copyright or other intellectual property laws and treaties. Title and full, exclusive ownership rights in the Site, Platform and Applications (and all parts of either, including the Content), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related to your usage of the Site (excluding User Submissions), Applications and Platform, are ChannelStudio’s intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to ChannelStudio (or its third-party providers). “ChannelStudio”, the ChannelStudio logo, and other marks are Marks of ChannelStudio or its affiliates. All other trademarks and logos used on the Site, Applications or Platform are the trademarks, Platform marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Platform, Applications, Site and the Content.
11.2) Feedback. It is anticipated that you, as an Authorized User or a Site visitor, may provide suggestions, comments or other feedback to the ChannelStudio Platform and/or the Site (“Feedback”). Feedback shall be deemed the sole property of ChannelStudio. Without derogating from the above, ChannelStudio will be free to adopt such Feedback for any of its products or Platforms, use it in any other manner, disclose, reproduce, license or otherwise distribute and exploit the Feedback provided to it as it sees ﬁt, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. You and your Organization hereby waive any right to the Feedback, including but limited to, moral rights and any right for royalties or any other consideration. Without derogating from the above, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform any information and/or content that you post, disclose, publish or otherwise make available in the course of ChannelStudio’s webinars, customer forums/blogs, community forums/blogs or any other similar event or venue, including without limitation for publishing and redistributing part or all of such information and/or content (and derivative works thereof) in any media formats and through any media channels, and you hereby waive any moral rights in such information and/or content, to the extent permitted by law.

12. Content, Input and Output for AI Content Generation Tools.

12.1) Rights to Content. When you use our Service you may input text for processing (“Input”). Our Service may generate a response to your Input (“Output”), together Input and Output are collectively known as “Content”. You represent and warrant that when any Input is entered into our Service, you have all rights, and have provided any notices and obtained any consents, that are necessary for us to process any Input you submit to the Service in accordance with this Terms, and do not violate any applicable laws, including intellectual property, data protection and privacy laws. Except as explicitly provided by these terms you retain all rights - including Intellectual Property rights- interests and title to the Input. You grant us an irrevocable, royalty-free, perpetual license to use all Content.
12.2) Training. We may use Content, and the associated feedback that you submit, to help develop or improve our Service, develop other products and services, and train our machine learning model. We also use Content to comply with applicable law, and to enforce our policies.
12.3) Personal Information. Where you voluntarily send to us personal information, whether in your Input or otherwise, you acknowledge that our Privacy Policy governs the use and processing of such personal information.
12.4) Accuracy and reliance on Output. Due to the nature of machine learning, responses are probabilistic and may not always be accurate or complete. It may also generate offensive or biased Output. Please check the veracity of the Output before relying on the Output. The Service is not intended to provide professional legal, financial or medical advice, and you should always conduct independent research before relying on Output for such matters.
12.5) Output of third parties. Due to the nature of machine learning, Output might be similar or identical to Output generated for a third party, you acknowledge that Output generated by other users are not considered your content.

13. Privacy Policy.

You acknowledge and agree that we will use any personal information that we may collect or obtain in connection with the Site and/or the Platform in accordance with our Privacy Policy available at channelstudio.com/legal/privacy (“Privacy Policy”).

14. Free Accounts.

If you or a User receive any Services free of charge, you acknowledge and accept that such Services are provided “AS-IS”, without any representations, warranties, support, maintenance, or other obligation of any kind from ChannelStudio. Unless otherwise agreed in an Order, ChannelStudio may terminate your access to, or use of, a free Service at any time, which may include permanent deletion of your Customer Data (as defined previously in Customer Data) from the Service.

15. Trial Subscription.

If you register for a free trial online, your first payment will be charged immediately following the conclusion of the free trial period. ChannelStudio will provide notice of the terms of the free trial period at the time you register, including when you need to cancel the trial to avoid rolling over to a paid Subscription. You may cancel the free trial to avoid conversion into a paid subscription at the end of the free trial term by providing notice in accordance with the section titled “Term and Termination”.

16. Subscription Term, Renewal and Termination.

16.1) Monthly Subscription Term. If, during or following the expiration of a Trial Subscription, you choose to purchase a Subscription for a longer period as may be offered by us, the term of your Subscription shall commence upon our confirmation of your payment of the Fees in accordance with the payment instructions on the Site, at which time you will be provided access to the Platform with the same features, and the term of your Subscription shall continue on a month-to-month basis (or other basis as may be specified in our offer from time to time) until canceled by either party on seven (7) days written notice, or as otherwise terminated or suspended in accordance with these Terms.
16.2) Annual Subscription Term. If, during or following the expiration of a Trial Subscription, you choose to purchase an annual Subscription, the term of your Subscription shall commence upon our confirmation of your payment of the Fees in accordance with the payment instructions on the Site, at which time you will be provided access to the Platform with the same features, and the term of your Subscription shall continue for a period of twelve (12) months (the “Initial Term”). Thereafter, your Subscription shall be extended for one or more additional periods of twelve (12) months each, unless either party notifies the other party thirty (30) days prior to the expiration of the then-current term that it does not wish to renew the Subscription. Each 12-month Initial Term and renewal term is referred to herein as a “Term”.
16.3) Termination by ChannelStudio. ChannelStudio may terminate your Subscription to the Platform and/or Applications at any time and without prior written notice in any case where it believes that you or your Organization have breached these Terms. Upon such termination, you shall cease all use of the ChannelStudio Platforms and/or Applications.
16.4) Termination by you. You may terminate your Subscription to the Platform by canceling your Account through the tools that we make available within the Platform or by sending a cancellation request to us at support@channelstudio.com, in which case we will use commercially reasonable efforts to respond within a reasonable time. Payment obligations are non-cancelable and Fees paid are non-refundable.
Objection. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site, Platform or Applications in any way, your only recourse is to immediately discontinue use of the Site, Platform or Applications (and cancel your Subscription).
16.5) Effect of Termination of Platform. Upon termination of your Subscription to the Platform, your Account and your Organization’s Account and all licenses granted by ChannelStudio to you and your Organization under these Terms with respect to the Platform shall be terminated and you and your Organization will lose all access to the Platform or Applications. We shall not be liable to you or your Organization or any third party for termination of your use of or access to the Site, Platform or Applications, or any portion thereof. This “Subscription Term, Renewal and Termination” section, as well as any other provision which is intended to survive termination of the Terms or your Subscription to the Platform, shall survive termination of these Terms and your Subscription to the Platform.

17. Suspension.

If we believe, in our sole discretion, that you are using the Platform in a manner that may cause harm to us or any third party, or which is in breach of these Terms, then we may, without derogating from our right to terminate your Subscription as specified in these Terms, suspend or terminate your User Account or your access to and use of the Platform, or parts thereof.

18. Fees

If, during or following the expiration of the Trial Subscription, you choose to purchase a Subscription, the fees will be specified on the page during checkout (the “Fees”) and must be paid in advance in accordance with the payment instructions set forth on the Site. If you are invoiced for purchase of the Subscription by us, full payment of the Fees must be received within thirty (30) days from the invoice date in accordance with the payment instructions and the currency set forth in the invoice. Fees are stated exclusive of any taxes, levies, customs fees, duties, or similar governmental assessments of any nature, including value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your purchases, except for taxes assessed against us directly by a local tax authority based on our net income. Should any payment for the Subscription be subject to withholding tax by any government, you will be responsible for such taxes and will reimburse us to the extent we are required to pay any such withholding taxes.

19. Third-Party Software.

Portions of the software upon which the Platform is based may include or leverage third party software or web services that are subject to third party terms and conditions (“Third Party Terms”). Some of this software incorporated into the service may be open source or otherwise publicly available. Although we review the security of the software we incorporate, notwithstanding anything to the contrary, ChannelStudio makes no warranty or indemnity hereunder with respect to any third party software. By using our Services, you are agreeing to be bound by the YouTube Terms of Service and Google Terms of Service. It is your sole responsibility to understand and comply with the Third Party Terms for YouTube and any other third party software that you access or use through our service. We are not liable for any action taken by you or your Authorized Users in violation of the applicable Third Party Terms. For example, YouTube’s Third Party Terms forbid use of the YouTube Service to distribute unsolicited or unwanted mass solicitations; additionally, their incorporated Community Guidelines forbid uploading content that’s harmful or dangerous. The previous examples are provided for illustrative purposes and are by no means exhaustive. If we determine that you or an Authorized User on your account has intentionally or unintentionally violated Third Party Terms, through our service (e.g., using ChannelStudio to upload harmful content to YouTube) or otherwise, we reserve the right to terminate your Account in order to ensure the safety, stability, and security of the Service.

20. Warranty Disclaimer.

20.1) The Site, Platform and Applications are provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. You assume all responsibility for accessing and using the Site and Platform and for the selection of the Platform to achieve your intended results. CHANNELSTUDIO HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND AVAILABILITY OF THE SITE OR SERVICES.
20.2) THE DATA CONTAINED ON THE SITE, PLATFORM AND APPLICATIONS IS BASED ON INFORMATION AND CONTENT OBTAINED BY CHANNELSTUDIO FROM THIRD PARTIES AND USER SUBMISSIONS, INCLUDING ESTIMATIONS AND EXTRAPOLATIONS BASED ON SUCH DATA. CHANNELSTUDIO, ITS AFFILIATES AND THIRD-PARTY PROVIDERS SHALL NOT BE HELD RESPONSIBLE OR LIABLE FOR THE ACCURACY OF THE PLATFORM DATA OR ANY OMISSIONS OF DATA IN OR FROM THE SITE, PLATFORM AND APPLICATIONS. CHANNELSTUDIO, ITS AFFILIATES AND THIRD-PARTY PROVIDERS SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY BUSINESS CONDUCTED, DECISIONS MADE, OR ANY OTHER ACTION OR INACTION BY YOU OR YOUR ORGANIZATION AND ITS AFFILIATES, CUSTOMERS, PARTNERS OR PARTIES WITH WHOM YOU DO BUSINESS, WHETHER OR NOT BASED IN WHOLE OR IN PART ON THE SITE, PLATFORM OR APPLICATIONS OR ANY DATA ACCESSED THEREFROM BY YOU OR YOUR ORGANIZATION.
20.3) CHANNELSTUDIO DOES NOT WARRANT THAT THE SITE, PLATFORM AND APPLICATIONS OR ACCESS TO AND USE OF THE SITE, PLATFORM AND APPLICATIONS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR PLATFORM IS FREE FROM VIRUSES OR OTHER HARMFUL CODE.
20.4) CHANNELSTUDIO OFFERS NO WARRANTY REGARDING THE RELIABILITY OF THE PERFORMANCE OF THE PLATFORM OR APPLICATIONS, INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT THE PLATFORM OR APPLICATIONS, INCLUDING ANY ANTI-VIRUS OR ANTI-SPAM FEATURES, WILL DETECT, BLOCK OR PREVENT VIRUSES, SPAM OR OTHER HARMFUL OR UNWANTED CODE OR INTRUSIONS.
20.5) YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH THE INTERNET (SUCH AS SLOW OR THROTTLED CONNECTIONS, TRAFFIC CONGESTION, THIRD-PARTY SECURITY PROTECTIONS, OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.
20.6) Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.

21. Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW:

21.1) IN NO EVENT WILL CHANNELSTUDIO, ITS AFFILIATES AND THIRD-PARTY PROVIDERS, BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS FOR: (A) ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, BUSINESS, OR ANTICIPATED SAVINGS; (C) ANY LOSS OF, OR DAMAGE TO DATA, REPUTATION, REVENUE OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR PLATFORMS.
21.2) IN NO EVENT SHALL THE AGGREGATE LIABILITY OF CHANNELSTUDIO, ITS AFFILIATES OR ITS THIRD-PARTY PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITE AND THE PLATFORM), EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU (IF ANY) IN THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.
21.3) THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS “LIMITATION OF LIABILITY” SECTION SHALL APPLY: (A) EVEN IF CHANNELSTUDIO, ITS AFFILIATES OR THIRD-PARTY PROVIDERS, HAVE BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES OR DAMAGES; (B) EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (C) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT).
21.4) NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU AFTER THE EARLIER OF (A) 12 MONTHS AFTER THE DATE ON WHICH YOU BECOME AWARE THAT A CAUSE OF ACTION HAS ARISEN, OR (B) THE PERIOD SET FORTH UNDER THE APPLICABLE STATUTE OF LIMITATIONS.

22. Indemniﬁcation.

22.1) Company Indemnification. ChannelStudio shall indemnify, defend, and hold you harmless from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by you resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with these Terms of Service, infringes or misappropriates such third party’s US intellectual property rights, provided that you promptly notifies us in writing of such Third-Party Claim, cooperates with us, and allows us sole authority to control the defense and settlement of such Third-Party Claim. If a Third Party-Claim is made or appears possible, you agree to permit us, at our sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing, or (B) obtain the right for you to continue use. If we determine that neither alternative is reasonably available, we may terminate the Services, in its entirety or with respect to the affected component or part, effective immediately on written notice to you. This Section 22.1 will not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by us or authorized by us in writing; (B) modifications to the Services not made by us; or (C) Customer Data; or (D) Third-Party Products.
22.2) Customer Indemnification. You shall indemnify, hold harmless, and, at our option, defend ChannelStudio from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with these Terms of Service, infringes or misappropriates such third party’s intellectual property rights and any Third-Party Claims based on your or any Authorized User’s (A) negligence or willful misconduct; (B) use of the Services in a manner not authorized by these Terms of Service; (C) use of the Services in combination with data, software, hardware, equipment, or technology not provided by us or authorized by us in writing; or (D) modifications to the Services not made by us, provided that you may not settle any Third-Party Claim against us unless we consent to such settlement, and further provided that ChannelStudio will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
22.3) Sole Remedy. THIS SECTION 22 SETS FORTH YOUR SOLE REMEDIES AND COMPANY’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. IN NO EVENT WILL CHANNELSTUDIO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE SERVICES OR TERMS OF SERVICE EXCEED $1,000.

23. Disclosure.

Subject to our Privacy Policy, we reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Platform and/or the Site as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) maintain, support, enhance and improve our services, (v) respond to your support requests, and/or (vi) protect the rights, property or safety of ChannelStudio, its users and/or the public.

24. Assignment.

These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by ChannelStudio without restriction.

25. Customer Reference.

You acknowledge and accept that ChannelStudio has the right to use your name and logo and the name and logo of your Organization to identify you as a customer of ChannelStudio or user of the Platform, on ChannelStudio’s website, marketing materials or otherwise by announcements on social media or otherwise.

26. Modifications.

We reserve the right, at our discretion, to change these Terms at any time. Such change will be effective ten (10) days following our sending a notice thereof to you or posting the revised Terms on the Site, and your continued use of the Site and/or Platform thereafter means that you accept those changes.

27. Governing Law and Disputes.

These Terms and any disputes between you and ChannelStudio shall be governed by the laws of the state of Washington, without reference to its conflict of laws rules. The exclusive jurisdiction and venue for all disputes between you (and your Organization) and ChannelStudio shall be the courts located in Seattle, WA, and each party hereby irrevocably consents to the jurisdiction of such courts. Notwithstanding the foregoing, ChannelStudio reserves the right to seek injunctive relief in any court in any jurisdiction.

28. Mandatory Arbitration.

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM CHANNELSTUDIO. In the unlikely event that ChannelStudio has not been able to resolve a dispute it has with you after 60 days, we each agree to resolve any claim, dispute, or controversy (excluding any ChannelStudio claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms of Service, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the Judicial Mediation and Arbitration Services (“JAMS”) under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. The arbitration will be conducted in the state of Washington, unless you and ChannelStudio agree otherwise. Each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing ChannelStudio from seeking injunctive or other equitable relief from the courts as necessary to protect any of ChannelStudio’s proprietary interests. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS TERMS OF SERVICE, YOU AND CHANNELSTUDIO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

29. Force Majeure.

In no event shall ChannelStudio be liable to you, or be deemed to have breached these Terms of Service or Services, for any failure or delay in performing its obligations under these Terms of Service or Services, if and to the extent such failure or delay is caused by any circumstances beyond our reasonable control, including but not limited to acts of God, flood, fire, earthquake, epidemics, pandemics, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

30. Copyright Policy.

It is the policy of ChannelStudio to respect the legitimate rights of copyright owners. Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. Section 512 (the “DMCA“), ChannelStudio has designated an agent (specified below) to receive notifications of claimed copyright infringement on its sites. Please be advised that we enforce a policy that provides for the termination in appropriate circumstances of subscribers who are repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information in accordance with the DMCA:

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright;
a description of the copyrighted work that you claim has been infringed;
a description of where the material that you claim is infringing is located on our Site, with enough detail that we may find it on our Site; providing URLs in the body of an email is the best way to help us locate content quickly;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

ChannelStudio’s agent for notice of claims of copyright infringement can be reached as follows:

Legal Department
Lucky Pixel, LLC
522 W Riverside Ave STE N
Spokane WA 99201-0581 United States
Email: legal@channelstudio.com

Please also 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 believe that the material you posted was removed by mistake, and that you have the right to post the material, you may elect to send us a counter notification. To be effective, the counter-notification must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) of the DMCA to confirm these requirements):
A physical or electronic signature of the subscriber.
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. Providing URLs in the body of an email is the best way to help us locate content quickly.
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.
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 the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification of infringement or an agent of such person.

Such written notice should be sent to our designated agent as follows:

Legal Department
Lucky Pixel, LLC
522 W Riverside Ave STE N
Spokane WA 99201-0581 United States
Email: legal@channelstudio.com

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

31. General.

We reserve the right to discontinue or modify any aspect of the Site or Platform at any time. Any section headings and formatting in these Terms are provided for convenience only and have no substantive effect on construction. Except for your obligation to pay ChannelStudio, neither party shall be liable for any failure to perform due to causes beyond its reasonable control. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. These Terms, and the Privacy Policy, represent the complete agreement concerning the Platform and the Site between you and ChannelStudio and supersede all prior agreements and representations related to the subject matter hereof.

If you have any questions or comments regarding these Terms or our Privacy Policy, please feel free to contact us by e-mail at legal@channelstudio.com.