Welcome to Compexinc.com 's VideoGateway.tv merchant services.  This Member Agreement (the "Agreement") explains the terms and conditions governing your use of VideoGateway.tv Service, technology, and any other content available on the VideoGateway.tv Service. This document is a little long, but this is serious business. Please read the whole thing.  By checking the box and clicking the "I have read and agree to the Member Agreement" checkbox on the last page of this document, you accept these terms and conditions and acknowledge that the VideoGateway.tv Service is subject to certain limitations set forth below.  If you do not wish to accept this agreement, do not proceed.  By registering as a Member of Compexinc.com, you agree to use the VideoGateway.tv Service in a manner consistent with all applicable laws and regulations and in accordance with the terms and conditions outlined below.
 
1. Services.
(a) Generally. Membership to the VideoGateway.tv Service provides registered members (each a "Member") with the package of content, tools, and services described below ("VideoGateway.tv Service(s)").  Among other things, Members may use the technology available throughout the VideoGateway.tv Service ("Technology") to build their e-business presence (each a "Member Site").  In this way, each Member will be a part of the VideoGateway.tv network of e-business sites (collectively the "VideoGateway.tv Network").  You understand and agree that VideoGateway.tv may, at its discretion, add or delete any features included as a part of VideoGateway.tv Service or Technology at any time. 
(b) VideoGateway.tv Services and Technology: You will be able to use the Technology incorporated in the VideoGateway.tv Service to build and maintain your Member Site.  VideoGateway.tv provides the following Standard Service and reserves the right to alter such Standard Service, at its sole discretion.  Specifically, VideoGateway.tv Standard Service allows your use of certain functionalities: building a hosted web site via our browser-based application, integrating certain communication tools into your Member Site, creating an online catalog of products using VideoGateway.tv browser-based, catalog-building services, building commerce capabilities into your Member Site, utilizing certain marketing and promotion features, and gathering information regarding your Member Site using reporting tools. VideoGateway.tv may offer other tools and services, which are not part of the Standard Service.
 
2. Restrictions and Description of Prohibited Acts.
(a) You may not use the VideoGateway.tv Service, the selection of a web address of your Member Site, the Technology, or the Member Site to, including, but not limited to: (i) Display material containing pornographic material of any kind; (ii) Provide material that is grossly offensive to the VideoGateway.tv Network online community, including blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable content; (iii) Sell or promote any products or services that are unlawful in the location at which the content is posted or received; (iv) Introduce viruses, worms, harmful code and/or Trojan horses on the Internet; (v) Display material that exploits, or otherwise exploit children under 18 years of age; (vi) Post any content or otherwise infringe in any way or violate any copyright, patent, trademark, service mark, trade name, trade secret or other intellectual property right of any third party; (vii) Promote, solicit or participate in pyramid schemes; (viii) Post any content that holds VideoGateway.tv up to public scorn or ridicule; (ix) Engage in any libelous, defamatory, scandalous, threatening, harassing activity; (x) Post or disclose any personally identifying information or private information about children or any third parties without their consent (or their parents consent in case of a minor); and/or (xi) Post any content that advocates, promotes or otherwise encourages violence against any governments, organizations, groups or individuals or which provides instruction, information or assistance in causing or carrying out such violence.
(b) You agree that without the express consent of VideoGateway.tv (and showing proof of the appropriate licenses where necessary or appropriate), you will never provide, sell or offer to sell the following products or content (or services related to the same) on the Member Site you create: pharmaceutical or any other controlled substances, illegal drugs; illegal drug contraband; alcohol; fire arms; weapons; pirated computer programs; pornography or illicitly pornographic sexual products; programs to "nuke" or create attacks against another individual or an Internet service provider; illegal goods; escort services; instructions on how to assemble or otherwise make bombs, grenades or other weapons; information used to circumvent manufacturer-installed copy-protect devices; or computer software viruses or software designed to create a virus. 
(c) You also agree that you will never promote or provide instructional information about:  illegal activities, activities which can lead to physical harm to any group or individual, or any activities which lead to cruelty to animals. You may not use the VideoGateway.tv Service, Technology, or Member Site in any high-risk activities where damage or injury to persons, property, environment or business may result if an error occurs.   YOU EXPRESSLY ASSUME ALL RISK FOR SUCH USE.
(d) Unless VideoGateway.tv offers a service to conduct any of the following, you agree that you will never conduct the following types of activities on the Member Site: Gambling; Sweepstakes; Raffles; Lotteries; Contests, pyramid or Ponzi schemes; and/or unsolicited commercial e-mail (Spam).
(e) You agree that you will not (and you will not allow any third party to) partake in the following actions: reverse engineering, reverse compiling or otherwise deriving the underlying source code or structure or sequence of the Technology; individual pass wording of Member Sites (or pages contained therein); deleting or altering author attributes or copyright notices, unless expressly permitted in writing by the author or owner; and/or fail to obtain all required permissions when using the VideoGateway.tv Service or Technology to receive, upload, download, display, distribute, or execute programs or perform other works protected by intellectual property laws including copyright and patent laws.
 
3. Payment Terms. 
(a) The VideoGateway.tv Standard Service, as described in Section 1, is offered free of charge for so long as VideoGateway.tv deems appropriate.  VideoGateway.tv reserves the right at its sole discretion and as it deems appropriate to add or remove certain services it offers and change its fees for any services in accordance with Section 4. However, charges may apply for certain commerce capabilities including merchant account and transaction fees, and Value Added Services (VAS).  For access to and use of such merchant services and VAS, you agree to pay all fees and charges specified in the fee schedule available at http://www.VideoGateway.tv.  VideoGateway.tv asks that you provide us with your credit card information for payment, and all charges you incur for use of the VideoGateway.tv Service will be charged to the credit card number you provide.  If VideoGateway.tv does not receive payment from the card issuer, you agree to pay VideoGateway.tv all amounts due upon demand.  VideoGateway.tv may take commercially reasonable actions to validate your credit card.
(b) You agree to notify VideoGateway.tv immediately if you suspect unauthorized use of the VideoGateway.tv Services, your credit card or your password.  Under the fair Credit Billing Act, your credit card provider cannot hold you liable for more than $50.00 of fraudulent charges.  Subject to the following, if your credit card provider holds you liable for any of this $50.00, VideoGateway.tv will cover your entire liability up to the full $50.00.  VideoGateway.tv will only cover this liability if the unauthorized use of your credit card is solely a result of a negligent act or omission by Compexinc.com, and only for purchases made at VideoGateway.tv while using the secure server.  In the event of an unauthorized use of your credit card, you must notify your credit card provider in accordance with its reporting rules and procedures.
(c) You agree to pay any taxes, including personal property taxes or sales taxes, resulting from your use of the VideoGateway.tv Services.  You agree to pay all attorney and collection fees arising from our efforts to collect any past due amounts from you to the extent allowed by law.
 
4. Changes to the Terms and Conditions.   
VideoGateway.tv may at any time, with notice of not less than thirty-(30) days, change its fees and change the terms of this Agreement.  Except for the addition of new tools and services, VideoGateway.tv will also give reasonable notice before any modification of the then current VideoGateway.tv Service, which could change your Member Site.  VideoGateway.tv will announce changes to our fees and charges by posting them at http://www.VideoGateway.tv.  VideoGateway.tv may, in its discretion, supplement such notice by sending you an e-mail or by putting a pop-up notice on your screen when you access the VideoGateway.tv Service, or by sending you a letter.  If you find any change to be unacceptable, you are free to terminate this agreement by following the steps described in Section 8.  Your use of the VideoGateway.tv Service after the effective date of a change constitutes your continued acceptance of the terms of this agreement, the VideoGateway.tv Service and its fee schedule.
 
5. Advertising.
VideoGateway.tv relies on the ongoing support of its sponsors and advertisers to help fund the services it offers its Members.  Accordingly, VideoGateway.tv reserves the right to serve ads as it deems appropriate on and along side the VideoGateway.tv Service where Members will administer their Member Site, but VideoGateway.tv shall not place third party advertising on Member Sites.
 
6. Information About You and Your Business. 
(a) VideoGateway.tv is committed to protecting your privacy.  VideoGateway.tv will never willfully sell for consideration personally identifiable information about you or your business to any third party other than as specified in section 6(c) without first receiving your permission and all uses of any personally identifiable information about you or your business will be subject to our Privacy Policy. 
(b) In order to protect you, VideoGateway.tv uses state of the art technology to protect your data from unauthorized third parties.  Currently VideoGateway.tv uses Secure Socket Layer Software (SSL) to protect your data and secure your transactions.  SSL encrypts all your personal information, including your credit card number, name, and address as it is transmitted over the Internet.
(c) IMPORTANT!!! Notwithstanding the forgoing, by clicking the "Yes, I have read and agree to the terms and conditions" button below, you hereby expressly agree that VideoGateway.tv may distribute Member product and service information and personally identifiable information publicly available on the Member Site to our search engine and various other comparative shopping and search services partners, and create a database of publicly available information about you or your business to our partners with the express purpose of driving internet user traffic to Member Sites, provided that such information is useful to the end users of the Member Sites.  Public information means information available to the public on your Member Site, and may include the following: information about the products or services you offer through your Member Site, your operating hours, your business address, your URL, your business contact information, and other similar information.  In no event, however, will VideoGateway.tv disclose certain information such as your credit card number or bank account number.
 
7. VideoGateway.tv rights.
(a) Member Site Content Changes.  VideoGateway.tv reserves the right to make changes to Member Site upon written request to Customer Support to do so, such as through email, or upon breach of any of the provisions of this Agreement by providing you notice of such breach and reasonable time, determined by VideoGateway.tv at its sole discretion, to rectify infringing provisions.  If after such time has expired the Member Site does not conform to Compexinc.com's satisfaction, VideoGateway.tv may make changes to the content of Member Site to bring it to compliance with this Agreement.  Member agrees not to hold VideoGateway.tv liable for any foreseeable, unforeseeable, direct, or indirect consequences that may result from changes made by Customer Support to Member Site in response to Member request to do so or in response to a Member Site that breaches this Agreement.  Compexinc.com's decisions are final and binding.  Notwithstanding the above, VideoGateway.tv also reserves the right to discontinue any or all aspects of the VideoGateway.tv Service for any breach of this Agreement.
 
8. Term/Termination.
(a) Term. This agreement shall be effective upon when you choose the "Yes, I have read and agree to the Member Agreement" button and shall continue unless and until terminated under this Section 8.
(b) Termination by Compexinc.com.
(i) VideoGateway.TV may at any time without notice to you discontinue any or all aspects of the VideoGateway.TV Service or restrict your use of the VideoGateway.TV Service in whole or in part for any breach of this Agreement by you; or if VideoGateway.TV determines in its sole and exclusive judgment that terminating your use of the VideoGateway.TV Service is necessary for security reasons or for proper continued operation of the VideoGateway.TV Service; or your use of VideoGateway.TV Service or Technology is not for legitimate business purposes, or your use of the VideoGateway.TV Service violates any laws or regulation; or if VideoGateway.TV receives information that the VideoGateway.TV Service or your use of the VideoGateway.TV Service (or any part thereof) may violate any third party right. For more information on copyright infringement, go to http://www.videogateway.tv/index.php?link=p,information;y,9
(ii) VideoGateway.TV may at any time with thirty (30) days notice to you, modify or discontinue any or all aspects of the VideoGateway.TV Service or restrict your use of the VideoGateway.TV Service in whole or in part for Compexinc.com's convenience.
(iii) VideoGateway.TV may at any time with ten (10) days notice to you, modify or discontinue any or all aspects of the VideoGateway.TV Service if the credit card number you provide VideoGateway.TV expires, or if VideoGateway.TV is unable to charge valid charges to that credit card number, or you otherwise fail to make payments due to VideoGateway.TV hereunder.
(iv) Upon termination of this Agreement, all rights granted to you under this Agreement shall terminate immediately.  If VideoGateway.TV terminates this Agreement or suspends your access to the VideoGateway.TV Service, you will remain liable for the full monthly charge for the month during which we terminate or suspend your VideoGateway.TV Service.  Following such termination or suspension, you agree not to re-register for, or otherwise access, the VideoGateway.TV Services without Compexinc.com's prior written approval.  VideoGateway.TV reserves the right to delete any data files associated with your use of the VideoGateway.TV Service upon termination of this Agreement.
(c) Termination by You. You may terminate this Agreement immediately for any reason at any time by sending your request in e-mail to support@videogateway.tv. You will remain liable for the full monthly charge for the month during which you terminated this Agreement and for all usage based fees through the effective date for termination of this Agreement.
 
9. Indemnification.
You agree to indemnify VideoGateway.TV (aka Compexinc.com) and hold VideoGateway.TV harmless against any and all liabilities, cost and expenses, including reasonable attorney's fees related to or arising from: (i) your use of the VideoGateway.TV Service in a way that is prohibited or restricted under this agreement; (ii) infringement of any copyright, trademark, intellectual property or other right or patent by any material you post or use on your Member Site; (iii) any breach by you of this agreement; and/or (iv) any indecent obscene, or libelous material posted on your Member Site.
 
10. Reporting Violations. 
VideoGateway.TV does not actively monitor the content of Member Sites, but will investigate complaints of a violation of a third party rights.  Violations or infringement of a third party copyright , other intellectual property right or other right will be dealt with in accordance with the VideoGateway.TV Policy located at http://www.videogateway.tv/index.php?link=p,information;y,9
 
11. Proprietary Rights.
As between the parties, VideoGateway.TV acknowledges that it claims no proprietary rights in Member's content or any intellectual property right contained therein.  Your content can include but is not limited to text, software, music, sound, photographs, video and graphics supplied by you to VideoGateway.TV for use on your Member Site. 
As between the parties, you acknowledge and agree that VideoGateway.TV and its licensors own all right, title, and interest in: (a) the VideoGateway.TV Service; (b) the Technology available on the VideoGateway.TV Service; (c) and, except for content supplied by you for use on your Member Site, all content, including but not limited to text, software, music, sound, photographs, video, graphics or other material contained or maintained on the VideoGateway.TV Service (collectively "Content").   In addition, you agree that the Content and Technology available on the VideoGateway.TV Service is protected by US and international copyrights, trademarks, service marks, patents or other proprietary rights and laws; therefore, you are only permitted to use this Content and Technology as expressly authorized by VideoGateway.TV or its Licensors.  You also understand and agree that the compilation, collection, selection, arrangement, assembly, and coordination of all Content available on the VideoGateway.TV Service is the exclusive property of VideoGateway.TV and its licensors and protected by US and international copyright laws.  You agree that, except as expressly authorized by Compexinc.com, all the Content and Technology available on the VideoGateway.TV Service may only be used by you for your internal business and data gathering purposes.  You may make copies of selected portions of the Content, provided that such copies are made only for your internal use and only if you maintain any proprietary notices contained in such Content, otherwise you may not make, use, sell, copy, reproduce, distribute, transmit, or create derivative works from this Content or Technology without expressly being authorized to do so by Compexinc.com. 
 
12. Trademarks and Service marks.
VideoGateway.TV (Where e-business is everybody's business (VideoGateway) and other pending and/or registered trademarks and service marks, and other graphics, logos and service names used by VideoGateway.TV on the VideoGateway.TV Service to identify the products or services of VideoGateway.TV (collectively the "VideoGateway.TV Trademarks") are the trademarks of Compexinc.com.  You agree not to use the VideoGateway.TV Trademarks in connection with your products or services or any third party products or services or in any manner that disparages or discredits Compexinc.com.   All other brands and names (including third party product names) used on the VideoGateway.TV Service are the property of their respective owners.
 
13. Limitation on Liability
(a) You are solely responsible for the proper conduct of your business and all other matters under your control.  regardless of the type of claim or the nature of the cause of action, you agree that in no event will compexinc.com, our affiliates, contractors, service providers, employees, agents, or licensors, or any other party involved in creating, producing or delivering videogateway.tv service, technology, or content available on the videogateway.tv service ("videogateway.tv affiliates"), be liable to you in any manner whatsoever: (i)  for any decision made or action or non-action taken by you in reliance upon the information provided through the videogateway.tv service; (ii) for loss or inaccuracy of data or, cost of procurement of substitute goods, services or technology; (iii) for any indirect, special, incidental, consequential, or punitive damages, including but not limited to loss of revenues and loss of profits, even if videogateway.tv has been advised of the possibility of such damages.
(b) The aggregate liability of videogateway.tv and the videogateway.tv affiliates, arising from or relating to this agreement (regardless of the form of action or claim) is limited to any amounts you have paid to videogateway.tv during the term of this agreement for any videogateway.tv service or technology.
(c) Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages; in those jurisdictions our liability shall be limited to the extent permitted by law.
(d) In no event is videogateway.tv or any videogateway.tv affiliate liable for any damages arising from your failure to perform your responsibilities in connection with this agreement, or arising from any cause beyond compexinc.com's control.
(e) This section applies to all claims by you irrespective of the cause of action underlying your claim, including, but not limited to, breach of contract (even if in the nature of a breach of condition or a fundamental term or a fundamental breach), or tort, including but not limited to negligence, strict liability, fraud, misrepresentation and/or otherwise.
 
14. warranties/disclaimers.
(a) Videogateway.tv warrants that, if a member is dissatisfied in any way with the videogateway.tv service, technology or content provided on or through the videogateway.tv service, upon notice from you we will terminate the agreement, and upon your request, refund any unused portion of any fees you have paid for any current month or future services, when applicable, less any balances otherwise due to compexinc.com.  This is your sole and exclusive remedy for any breach of the above warranty.
(b) The opinions and views expressed in any member site do not reflect those of videogateway.tv and videogateway.tv does not review, verify, endorse or otherwise vouch for the content of any member sites.  videogateway.tv is not responsible for the content of any member page. members are solely responsible for everything contained in their own member site.  members may be held legally liable for the contents of their member sites and may be held legally accountable if their member site includes, for example, any defamatory comments or material protected by copyright, trademark, patent or trade secret or other laws, without the express permission of the author or owner.
(c) Videogateway.tv is not responsible for the delivery or quality of any goods or services sold or advertised through the videogateway.tv network or through any videogateway.tv affiliates program or through the  member sites.
(d) Except for 14(a), all videogateway.tv service, content, technology provided in association with the videogateway.tv service are provided "as is" without warranties of any kind.  To the full extent permissible by applicable law and except as specifically set forth herein, neither videogateway.tv nor compexinc.com's licensors make any warranties or representations of any kind with respect to the videogateway.tv service, content, technology or products that videogateway.tv or its licensors or any other third party provides, and videogateway.tv and its licensors expressly disclaim all implied and express warranties of merchantability, fitness for a particular purpose or non-infringement with respect to the same.  Without limiting the forgoing, no warranty is given that the videogateway.tv service or technology is error-free. Videogateway.tv and its licensors disclaim any warranty of title or any other warranties for any third party's offering(s) or product(s). 
(e) Videogateway.tv does not guarantee that its security procedures will prevent the loss of, alteration of, or improper access to, your information. Videogateway.tv and its licensors are not responsible for invalid destinations and transmission errors in, corruption of, or the security of your information carried over interexchange carriers', local exchange carriers', or other providers' facilities.
(f) The documents and graphics appearing on the videogateway.tv service may include technical inaccuracies, typographical errors, and out of date information, therefore you expressly assume all risk for such use of the videogateway.tv service.
(g) Videogateway.tv may provide links to other websites or resources. you acknowledge and agree that videogateway.tv is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources.  you also agree that videogateway.tv shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on such external third party sites.
 
15. Miscellaneous.
(a) This Agreement shall be governed by and construed in accordance with US federal and Ohio laws, excluding its conflict of law provisions.  The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.  Any law or regulation that provides that the language of a contract shall be construed against the drafter shall not apply to this Agreement.  You agree to submit to the exclusive jurisdiction of the Federal and State courts of the state of Ohio, which are located in Columbus, Ohio.  If local laws prohibit your participation in any part of the VideoGateway.tv Service, or use of them, then you are responsible for complying with such laws, and the terms of this Agreement.
(b) Any and all disputes between you and VideoGateway.tv will be settled by arbitration in Columbus, Ohio in accordance with the regulations of the American Arbitration Association then in force, and you agree that all negotiations, discussions, and settlements shall be subject to obligations of confidentiality and shall not be disclosed to any third party.
(c) If any provision(s) of this Agreement is held to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect.
(d) All notices to you shall be in writing and shall be made either via email or conventional mail, or by posting such notices on the VideoGateway.tv Service.  VideoGateway.tv may broadcast notices or messages through the VideoGateway.tv Service to inform you of changes to this Agreement, the VideoGateway.tv Service, or other matters of importance; such broadcasts shall constitute notice to you.  All notices to VideoGateway.tv from you must be made in writing via e-mail addressed to support@videogateway.tv.
(e) Compexinc.com's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by VideoGateway.tv in writing.
(f) This Agreement comprises the entire agreement between you and VideoGateway.tv and supersedes all prior agreements between the parties regarding the subject matter contained herein.
(g) Your membership in the VideoGateway.tv Service and any of your rights hereunder may not assign or transferred to any third party.  VideoGateway.tv reserves the right to assign this agreement to any third party that acquires all or substantially all of its relevant business or assets.
(h) The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance.
(i) You represent and warrant that you are over the age of 18 years, have read this Agreement, and agree to be bound by its terms and conditions.