The Drunken Coconut: The Husk "Grow With Us" Platform Terms. These "The Drunken Coconut" Terms ("Terms") are entered into by you and The Drunken Coconut. ("Drunken Coconut") regarding The Husk "Grow With Us" Platform ("Platform"). "You" or "you" means the party listed on the account you create and you represent you have the authority to agree to this Agreement for that party. You represent and warrant that you are authorized to act on behalf of, and bind to this Agreement, any third party for which you generate campaigns. You hereby agree and acknowledge:
1 Policies. Platform use is subject to all applicable Drunken Coconut policies. Policies may be modified any time. Some Platform features are identified as "Beta," or otherwise unsupported ("Beta Features"). Beta Features are provided "as is" and at your option and risk. You shall not disclose to any third party any information from, existence of or access to Beta Features. The Drunken Coconut may modify campaigns to comply with any The Drunken Coconut Property policies.
2 The Platform. You are solely responsible for all: (a) campaign options (collectively "Targets") and all SoundCloud account links/content, Youtube accounts/channel links and Spotify account/playlist links & URI's ("Creative"), whether generated by or for you; and (b) web sites proximately reachable from Creative URLs and your services and products (collectively "Services"). You shall protect your passwords and take full responsibility for your own, and third party, use of your accounts. The Drunken Coconut may reject or remove any Campaigns or accounts for any reason. You may independently pause online any campaign at any time (such cancellation is immediate). The Drunken Coconut may cancel immediately the Platform or these Terms at any time with notice. The Drunken Coconut reserves the right to gain access to your Platform account and any information solely for the purpose of platform/account support. Upon Sign up all users will be added to our companies emailing list to receive marketing emails regarding the platform. The Drunken Coconut may modify the Platform or these Terms at any time without liability and your use of the Platform after notice that Terms have changed indicates acceptance of the Terms. Sections 1, 2, 4, 5, 6 and 7 will survive any expiration or termination of this Agreement.
3 Prohibited Uses. You shall not, and shall not authorize any party to: (a) generate automated, fraudulent or otherwise invalid follows, clicks; or (b) campaigns that advertise anything illegal or engage in any illegal or fraudulent business practice in any state or country. You represent and warrant that (x) all your information is correct and current; (y) you hold and grant The Drunken Coconut all rights to copy, distribute and display your campaigns and account ("Use"); and (z) such Use and websites linked from your campaigns (including services or products therein) will not violate or encourage violation of any applicable laws. Violation of these policies may result in immediate termination of this Agreement or your account without notice and may subject you to legal penalties and consequences.
4 Disclaimer and Limitation of Liability. THE DRUNKEN COCONUT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION FOR NON INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. The Drunken Coconut disclaims all guarantees regarding positioning or the levels or timing of: (i) cost per conversion, (ii) follower rate, (iii) delivery of any conversion on any users account Property or The Drunken Coconut Property or sections of such properties. EXCEPT FOR INDEMNIFICATION AMOUNTS PAYABLE TO THIRD PARTIES HEREUNDER AND YOUR BREACHES OF SECTION 1, TO THE FULLEST EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY; AND (b) EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER IS LIMITED TO AMOUNTS PAID OR PAYABLE TO GOOGLE BY YOU FOR THE CAMPAIGN GIVING RISE TO THE CLAIM. Except for payment, neither party is liable for failure or delay resulting from a condition beyond the reasonable control of the party, including but not limited to acts of God, government, terrorism, natural disaster, labor conditions and power failures.
5 Payment. You shall be charged based on actual conversions from users through The Husk Grow With Us. You shall pay all charges upfront in the currency of USD via your account. Charges are exclusive of taxes. You are responsible for paying (y) all taxes/fees and government charges, and (z) reasonable expenses and attorney fees The Drunken Coconut incurs settling any payment disputes. Charges are solely based on your conversions incurred. Refunds (if any) are at the discretion of The Drunken Coconut and only in the form of advertising credit for The Husk: "Grow With Us" Platform. The Drunken Coconut may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. The Drunken Coconut shall not be liable for any use or disclosure of such information by such third parties.
6 Indemnification. You shall indemnify and defend The Drunken Coconut, its Partners, its agents, affiliates, and licensors from any third party claim or liability (including without limitation reasonable legal fees) arising out of your Platform use, Targets, Creative and Services and breach of the Agreement.
7 Miscellaneous. The Agreement must be construed as if both parties jointly wrote it, governed by Canadian law except for its conflicts of laws principles and adjudicated in Ontario, Canada. The Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Unenforceable provisions will be modified to reflect the parties' intention, and remaining provisions of the Agreement will remain in full effect. You may not assign any of your rights hereunder and any such attempt is void. The Drunken Coconut and you are not legal partners or agents, but are independent contractors.