Terms and Conditons

TERMS AND CONDITIONS

LICENSE GRANT
DOWCO Computer Systems Ltd, dba dowco.com Internet ("DOWCO") will provide the media-on demand hosting (MOD) services (“Services”) to COMPANY as set forth within. COMPANY hereby grants DOWCO nonexclusive, worldwide, royalty-free right and license to use, copy, produce, reproduce, encode, transmit, retransmit, post, publicly perform, publicly display, distribute and broadcast all, audio, video, images or other streaming materials (“Content”), in connection with performance of the Services as set forth under this agreement, and to use the trademarks, logos and trade names of COMPANY and owners of any third-party content provided by COMPANY in connection with INSINC performance of Services.

RESPONSIBILITY FOR CONTENT
COMPANY shall be the exclusive owner and shall be completely and solely responsible for all matters relating to Content. DOWCO shall instruct INSINC to remove Content from its servers and network upon expiry or earlier if requested by COMPANY. COMPANY shall be solely responsible for obtaining any necessary rebroadcast or retransmission rights or permissions and bear all obligations and liabilities associated therewith.

REPRESENTATIONS AND WARRANTIES
DOWCO has the corporate authority to enter into this agreement and is duly incorporated and is a validly exiting corporation. DOWCO has the Intellectual property Rights and licenses or sublicenses, as the case may be necessary to fulfill the Services herein. INSINC does not warrant that the transmission initiated from its servers and network can be received everywhere on the Internet. COMPANY warrants and represents that it has all necessary right, title and interest in and to the Content, including without limitation the necessary fights to grant DOWCO the right granted hereunder and that it has obtained or will obtain all consents, licenses, permissions and releases necessary to grant DOWCO the rights granted hereunder.

LIMITATION OF LIABILITY AND INDEMNIFICATION
COMPANY agrees to defend, indemnify and hold DOWCO harmless from and against any and all claims, losses, liabilities and expenses (including attorney's fees), related to the Content and content delivery, including without limitation claims made by third parties related to: Claims for patent, copyright or trademark infringement by COMPANY; claims due to disruption or malfunction of services provided by COMPANY; or any Content submitted by COMPANY for broadcast by DOWCO, unless due to DOWCO’s negligence or willful misconduct. Notwithstanding any other provision herein, neither party shall be liable to the other party for any incidental, consequential, special or punitive damages of any kind or nature, including, but not limited to, loss of revenue, cost of capital, loss of business reputation or opportunity. Both parties will not be liable for damages resulting from Force Majeure, where Force Majeure is defined as: strikes, riots, fire, earthquake, snowstorm, ice build-up, rain, Acts of God, explosion, malfunction damage or destruction to equipment or facility, theft or vandalism, failure of vendors, manufacturers, suppliers or subcontractors or other causes beyond their control.

CONFIDENTIALITY
Each receiving party will, in respect of the disclosing party’s Confidential Information, take reasonable steps (including those steps that it takes to protect its own information that it regards as confidential) to keep the disclosing party’s Confidential Information confidential. The confidentiality provisions will not apply to the disclosing party’s Confidential Information that: (i) are in the public domain other than as a consequence of a breach of this confidentiality section; (ii) is previously known by the receiving party, or has been independently developed by the receiving party other than as a consequence of a breach of this confidentiality section and (iii) has been received by the receiving party by a third party not subject to provisions similar to this confidentiality section.

FEES
Prices quoted in United States dollars and are valid for 15 days. All Service sales are C.O.D and all fees are due and payable in full by COMPANY upon receipt of the invoice, to the account and in the manner designated by DOWCO. COMPANY shall pay all fees, taxes, duties and similar charges that apply or arise from this Agreement. Notwithstanding the termination provisions of this Agreement, DOWCO reserves the right to terminate its Services and this Agreement immediately without further notice if payment is not received in accordance with the terms. Invoiced amounts not paid when due shall be subject to late fees equal to the lower of 2% per month and the maximum amount allowed by applicable law.

Unforeseen circumstances beyond our control may require an additional charge.

GENERAL
DOWCO is an independent contractor and is responsible for remitting all federal, provincial or local taxes, fees or assessments. Nothing in the Agreement should be construed to constitute DOWCO or its employees, agents, representatives or employees of COMPANY, or to create a joint venture relationship or partnership between DOWCO and COMPANY.

The Agreement is to be governed by the laws of British Columbia, Canada and the laws of Canada applicable therein.

Neither party may assign or sublicense its rights or benefits under the Agreement without the consent of the other, such consent not to be unreasonably withheld, except that either party may assign its rights to any of its affiliates (as defined in the Business Corporation Act, British Columbia) provided that (i) the assignor provides 15 days prior written notice; (ii) the assignee agrees in writing to be bound by and perform all of the obligations of the assignor under the Agreement; (iii) such assignment or sublicense will not relieve the assignor of any of its obligations under the agreement.

BILLING
Upon receipt of this notice of the Terms and Conditions, I acknowledge my understanding and agreement to the following terms and conditions. This acknowledgement will serve as binding the agreement as listed below between you (the “Customer) and DOWCO and Interactive Netcasting Systems Ltd. (“INSINC”)

I agree that any and all Terms and Conditions will be considered binding unless the Customer sends written message disputing these terms and Conditions to the DOWCO within a 3 (three) days period after receipt of this notice and/or signup of the customer account.

1) I agree to authorize DOWCO to draw a debit, in paper, electronic or other form (a “Pre-Authorized Bank Debit” or “Pre-Authorized Credit Card Debit”) on my account indicated on my signup form (the “Account”) at the Financial Institution indicated on my signup from for MOD HOSTING FEES, under the Terms and Conditions agreed to by me with DOWCO.
2) I may revoke this authorization at any time by delivering a written notice or revocation to DOWCO.
3) I agree that the Financial Institution is not required to verify that any Pre-Authorized payment has been drawn in accordance with this Authorization, including amount, frequency and fulfillment of purpose of any Pre-authorized payment.
4) Invoice Customers must conclude billing issues 30 days prior to billing of their next invoice.
5) I may dispute a Pre-Authorized payment (a “Disputed Debit”) by providing a signed declaration to DOWCO under the following conditions:
       a) An authorization was never provided to DOWCO;
       b) The Pre-Authorized payment was not drawn in accordance with this Authorization, including failure to provide prior notification in case of variable amounts:
       c) This Authorization was cancelled;
       d) The Pre-Authorized payment was posted to the wrong account due to invalid or incorrect information supplied to DOWCO.

On receipt of a written declaration from me that condition (a), (b), (c) or (d) occurred, DOWCO, will reimburse me for any “Disputed Debit” up to 90 days after the date the “Disputed Debit” was posted to my account. I agree that it is solely my responsibility to conclude any Pre-Authorized Payment disputes within the 90 day period allotted.

6) I agree that delivery of this authorization to DOWCO constitutes delivery by me to the Financial Institution.
7) I will inform DOWCO, in writing, of any change in the Account information provided in the authorization a minimum of one week prior to the next due date of the Pre-authorized Payment.

ACCOUNT CLOSURES
1) All accounts require a 30-day notice in writing via email, fax or letter conforming account closures for month end.
2) Such written notice acknowledges your request as true and binding as per Terms and Conditions.
3) All billing issues must be resolved within the 90-day period as specified in pre-authorized payment plan/invoice billing conditions and terms. No refunds or credits to account can be authorized after said 90-day period.
4) There can be no credits or refund to accounts without prior written notice
5) I understand and agree to the forgoing terms and conditions and I acknowledge receipt of a copy of this Authorization.

ACCOUNT REGULATIONS
1) DOWCO reserves the right to monitor my usage, and, at their sole discretion, revoke my membership if abuses occur. Abuse may include, but is not restricted to:
       a) Non-payment of account
       b) Distribution of Content that contains illegal forms of pornography
       c) Distribution of Content without necessary right, title and interest in and to the Content

2) I hereby authorize DOWCO to obtain such credit reports or other information as may be deemed necessary in connection with the establishment and maintenance of a credit account or for any other direct business requirement. This consent is given pursuant to section 12 of the personal credit reporting act, R.S.C.C. 1979.
3) I understand that the above policies are subject to change without notice.
4) I understand the usage of the account regulations above and authorize DOWCO to automatically charge me for traffic above my subscribed amount at a rate of $10 US / GB.