“Account” means “Vidit Account.”
"Apps" means any applications developed and/or offered by Vidit.
"App Services" means any content and services provided by Vidit through its Apps.
“Business Customer” means Business User.
“Business User” means a business using Vidit Services and, particularly, its Enterprise Options.
"Consumer" means any individual or entity that uses products or services of businesses.
“Consumer User” means any User of Vidit who is not a Business User.
"Content" means all material, whether publicly posted or privately transmitted, available on or through any of the Vidit Services.
“Customer” means any Vidit User.
“Customer Content” means User Content.
“Enhanced Services” means services through Vidit provides users with content applicable to the User based on specific individual criteria.
“Paid Features” means those features available through Vidit Services accessible only under a paid or subscription plan.
“Publishers” means individuals publishing content through Vidit Services.
"Software" means any necessary software used in connection with the Vidit Services.
“Store Content” means Content available for purchase through Vidit Services.
"Strategic Partners" means those trusted partners that Vidit employs, engages, or retains to perform functions and/or provide services on its behalf.
"Sub Accounts" means subsidiary accounts created for or by a User under its primary account.
“Third-Party Content” means content provided to a User created or published by a party (eg another user) other than the specific User receiving such content or Vidit.
“User” means any individual or entity that uses Vidit Services.
“User Content” means any Content uploaded to and/or created through the Vidit Services by a Vidit User without Vidit involvement (apart from providing the means to do so).
"Username" means the valid email address provided by each Vidit User to be used as their username or login identification.
“Vidit” means the definition provided in 14.1.2 below.
“Vidit Account” means an account associated with a Vidit User who uses or has used Vidit Services.
“Vidit Content” means any Content excluding Customer Content or User Content.
“Vidit Customer” means a Vidit User.
"Vidit Services" means the suite of features, products and services offered through Vidit, its Apps, its App Services, the Website, and the Website Services.
"Vidit Trademarks" means any trademarks, tradenames, logos, and other commercial designs of Vidit or licensed to Vidit, whether or not formal registration exists including, but not limited to, “Vidit.”
“Vidit User” means any person who uses or has used Vidit Services including, but not limited to, Business Users and/or Consumer Users.
"Website" means all of the content, information and services (in any format whatsoever) accessible through the World Wide Web at the domain name Vidit.com.
"Website Services" means the services provided by Vidit through the website at the domain name Vidit.com and any of our other websites that may be used from time to time.
Eligibility. You assert that you are more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully capable and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. As a matter of record, you affirm that you are over the age of 13. If you are under 13 years of age, then please do not use the Service, the Vidit Service is not intended for children under 13. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You alone are responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you. You understand and accept that the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.
(C) As otherwise required by law.
2. Vidit Services.
3.1 Vidit provides Internet based services through its Apps and Website in which Users have the ability to participate in and with enhanced AR content submitted by themselves, other users, and businesses.
3.1 Vidit provides its Users a variety of tools to use in association with the Vidit Services.
3.2 No Guarantees of Accuracy of Information. Vidit cannot guarantee the accuracy of information provided by its Users.
3.4 Enhanced Services. Vidit may use some of your personal information to provide you with Enhanced Services from time to time including, but not limited to, content based on your geo location, age, gender, and other criteria. Some of the Enhanced Services may involve content from and/or related to third parties. However, Vidit will not share any of your PII with third parties in order to do so.
3. Pricing, Payments, and Billing
4.1 Nature of Paid Content and Services.
4.1.1 Store Content. Vidit may provide Content for which a payment will be required (“Store Content”). Should you select, seek to access, and/or access this Store Content, you agree to pay the fee indicated. You also agree not to use any such Store Content without having paid the applicable payment.
4.1.2 Paid Features. Vidit may provide features as part of the Services for which a payment will be required (“Paid Features”). Should you select, seek to access, and/or access any of these Paid Features, you agree to pay the fee indicated. You also agree not to use any such Paid Features without having paid the applicable payment.
4.1.3 Enterprise Options. Vidit may provide Options for Business Users for which a payment will be required (“Enterprise Options”). Should you select, seek to access, and/or access this Enterprise Options, you agree to pay the fee indicated. You also agree not to use any such Enterprise Options without having paid the applicable payment.
4.2 Pricing. Vidit reserves the right to change the applicable fees and prices for any Store Content, Paid Features, Enterprise Options, and/or any other content or Services for which a payment is required at any time. Should Vidit change any such pricing, Vidit shall provide its existing Vidit Customers with at least thirty (30) days notice consistent with Section 17.17.
4.3 Method of Payments. To purchase Vidit Services, you must provide a valid credit card issued in the name of the user or business in which the account is named. Vidit presently accepts payments from Vidit Users using a secure connection. Vidit reserves the right to choose the forms of payment accepted for Vidit Services, to refuse select forms of payment, to refuse service to anyone, and to add or remove particular third parties from whom it will accept payments.
4.4 Advance Billing. For certain Vidit Services (for example, Paid Features and/or Enterprise Options), Vidit may bill in advance on a recurring basis. In such circumstances, Vidit may seek your authorization to do so. Vidit may also, in its sole discretion, provide you with diverse subscription service plans from which to choose, depending on your payment method, account history, and/or account preferences. By choosing your subscription service plan, method of payment, and applicable billing cycle, you expressly authorize Vidit to use the form of payment specified in your account preferences or settings to bill you automatically in advance for the chosen Vidit Services on a recurring basis for each applicable billing cycle until your account has been cancelled and the applicable subscription plan has concluded. Should you decide to cancel your account, your account will be effectively cancelled after the conclusion of your then-existing service plan.
4.5 Renewals. For the convenience of its Vidit Users, Vidit automatically renews subscription plans.
4.6 No Refunds. All purchases of Store Content, Paid Features, and/or Enterprise Options are final. Vidit does not refund purchased services. Consequently, you will not receive a refund for periods wherein you did not use Vidit Services should your account be cancelled including, but not limited to, period of dormancy or time remaining on subscription plans. Indeed, even where we exercise our right to block, deny, or terminate access to certain content, features or options, you will not be not entitled to a refund.
4.7 Timing of Payments. Payments must be authorized and/or made at the time of purchase. Where you enter into a subscription plan with monthly or periodic payments, the payments will be made automatically in advance of each month or period.
4.8 Third Party Payments. Vidit is not responsible for your use of any third party payment providers and their operation or availability. All payments for paid content are carried out by these third party payment providers.
4.9 Third Party Content. Should a third party provider of Store Content cause the content to become unavailable, Vidit may use reasonable efforts to recover the purchase price on behalf of its Users. However, Vidit has no obligation to do so. Should Vidit recover any amounts for its Users, Vidit will deduct any costs and expenses it incurred in securing recovery of amounts and, after obtaining the net value, distribute on a pro rata basis a portion of the net recovery to all affected users that paid for such content.
4.10 Taxes and Other Excluded Costs and Fees.
4.10.1 Payments for Vidit Services do not include taxes, levies, withholdings, or duties imposed by taxing authorities or other applicable third parties. You are responsible for the payment of all such taxes, levies, withholdings or duties.
4.10.2 You are also solely responsible for all costs involved in the use of the Vidit Services including, but not limited to, communication costs associated with your use of (mobile) devices, Internet access, and roaming charges.
4.11 Insufficient Funds and Chargebacks. Vidit processes all payments to it through a third party. Should your payments be cancelled or reversed because of insufficient funds or chargebacks, you will be responsible for any charges and/or penalties implemented by these third parties to you and/or Vidit.
5.1 Lawful Purposes. Vidit Services shall be used for lawful purposes only. You shall be responsible for complying with all applicable regulations, statutes, laws and guidelines.
5.2 Accurate Information. You agree to provide Vidit with true, accurate and current information as requested when registering for Vidit Services and/or purchasing products from Vidit.
5.3 At time of registration, you must provide certain information that identifies you to other Vidit Customers. In doing so, you may not violate a third party's intellectual property rights or use names that happen to be offensive or inappropriate.
5.4 Whether you connect to Vidit Services directly or through a third party, you shall be solely and entirely responsible for any and all use of the Vidit Services through your Account and/or stored on your mobile devices, including the confidentiality and security of such information, Content, the Account, and its password. As such, you are solely responsible for any User Content that you exchange, provide, or upload through Vidit Services. Vidit shall not be responsible for such User Content or your conduct. Consequently, we recommend and require that:
(A) You not permit any other person to use your Vidit Account, except for those authorized individuals provided with their own Sub Accounts;
(B) You do not assign or transfer your Account or its login information to any other person or entity;
(C) You should always be aware of and pay cautious attention to the context and environment in which you exchange, provide or upload content; and,
(D) You promptly inform Vidit of any apparent breach of security, such as loss, theft, or unauthorized disclosure or use of a Vidit Account or its login information.
5.5 Reserved for Future Use.
5.6 Specific Prohibited Conduct: You agree, represent, and warrant that you shall not use Vidit Services for any of the following:
5.6.1 Violating any applicable local, state, national, or international law, or any rules or regulations or treaties thereunder;
5.6.2 Creating and/or attaching content to Markers or Reference Images linked to specific businesses, educational entities, or organizations that in any way offends, disparages, profits from, or harms any such business, entity, or organization;
5.6.3 Infringing, misappropriating, and/or violating any intellectual property rights and/or any other rights of Vidit;
5.6.4 Renting, licensing, loaning, (re-) selling, trading, or distributing the Vidit Services;
5.6.5 Creating, copying, or modifying any works derivative of the Vidit Services;
5.6.6 Infringing, misappropriating, and/or violating any the privacy, intellectual property rights, or any other rights of a third party;
5.6.7 Posting, displaying, or disseminating harmful Content including, without limitation, viruses, Trojan horses, worms, spyware, or any other computer programming routines that may damage, interfere with, secretly intercept, or seize any system, program, data, or personal information;
5.6.8 Posting, displaying, disseminating, or transmitting Content that is lewd, indecent, obscene, offensive, inflammatory, harassing, threatening, defamatory, or otherwise objectionable as determined by Vidit in its sole discretion;
5.6.9 Posting, displaying, disseminating, or transmitting Content that is defamatory, degrading, or libelous;
5.6.10 Posting, displaying, disseminating, or transmitting any nudity or pornographic material;
5.6.11 Posting, displaying, disseminating, or transmitting any spam, as Vidit maintains a strict policy forbidding any spam or misuse of email services within its Vidit Services;
5.6.12 Harvesting or otherwise collecting data about others, including email addresses, without their consent;
5.6.13 Forging or manipulating headers to disguise the origin of content;
5.6.15 Jeopardizing your safety or the safety of others through use of the Vidit Apps, Website, and/or Vidit Services;
5.6.16 Reserved for Future Use
5.6.17 Seeking to obtain private financial information from any User;
5.6.18 Impersonating any other person;
5.6.19 Providing any false information;
5.6.20 Registering or attempting to register an account with Vidit without its express authorization after having been terminated or suspended by Vidit for any reason;
5.6.21 Engaging in any activity that, directly or indirectly, interferes with or disrupts Vidit Services; and/or
5.6.22 Attempting to interfere with Vidit's security measures; and/or
5.6.23 Causing any of the foregoing prohibited conduct to occur through a third party or automated process.
Unless otherwise specified, the prohibitions in 5.6 apply to intentional and unintentional conduct.
5.7 Should you believe that a Vidit Customer or person has violated any of the foregoing prohibited uses in 5.6, you should immediately notify Vidit via abuse@Vidit.com.
5.9 You assume all liability for anything purchased using Vidit Services through your Account, whether intended for you or for a third party.
5.10 Should you post or publish any content owned by a third party, you represent that you have a license to or otherwise may legally publish such content.
5.12 Removal of Content. Vidit reserves the right, in its sole discretion, to review, screen and delete any User Content at any time for any reason. Vidit may also revoke or disallow your use of attaching messages or Content to any Marker or Referenced Imaged whether or not you own the rights to such message or Content. Vidit reserves the exclusive right to determine who can use a specific Marker or Referenced Image and to change who can use such content at any time.
5.16 Cessation of Use. Should your account be terminated for any reason, you must immediately cease using the Vidit Services and remove any Content you have been using from your devices.
5.17 Should the Vidit Services become terminated globally for any reason, all Vidit accounts shall be terminated immediately, without any prior notifications by Vidit.
6. Objectionable Content.
VIDIT HAS A ZERO TOLERANCE FOR OBJECTIONABLE CONTENT OR ABUSIVE USERS. IF OBJECTIONABLE CONTENT OR AN ABUSIVE USER IS DETECTED, VIDIT RESERVES THE RIGHT TO REMOVE SUCH CONTENT AND SUSPEND THE ACCOUNT OF THE ABUSIVE USER.
6.2 Vidit is not responsible for any false, defamatory, libelous, or slanderous Content posted by its Vidit Customers. If you believe any Content violates your rights or those of a third party in any way, you may contact Vidit via abuse@Vidit.com.
6.3 You understand that you may be exposed to Third Party Content that is objectionable, indecent or otherwise offensive. Third Party Content may also contain material that, unbeknownst to Vidit, violates the privacy, intellectual property or other rights of third parties. We do not represent or imply that we approve of the Third Party Content and we cannot review or verify whether the Third Party Content is accurate, useful or harmless. Should you come across Third Party Content which violates any applicable law or regulation (including intellectual property, privacy laws and regulations), please notify Vidit via abuse@Vidit.com
6.4 Vidit has in place a mechanism for users to flag objectionable content and abusive users. Upon receiving notice and or reports of objectionable content, Vidit will remove the content and eject the User who provided the offending content.
7. Intellectual Property Rights
Except for User Content, Vidit owns all rights, title and interest, including but not limited to intellectual property rights, in and to the Vidit Services (which include databases, Software, features, and applications) and/or or its licensors.
7.1.1 Vidit Services and any necessary software used in connection with the Vidit Services ("Software") contain proprietary and confidential information protected by applicable intellectual property and other laws. Vidit or its licensor holds all rights, title and interest in all Software and all intellectual property, including other rights related to intangible property, unless otherwise indicated. No title or interest in such intellectual property rights is being transferred to you and you agree to make no claim of interest in any such Software.
7.1.2 Except as expressly authorized by Vidit or our Strategic Partners, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Software, in whole or in part.
7.1.3 Except as expressly authorized by Vidit or our Strategic Partners, you may not decompile, reverse engineer, or otherwise (attempt to) extract the source code of the software provided by Vidit or its licensors.
7.2.1 Vidit shall possess and retain all copyrights to content created by Vidit (“Vidit Content”).
7.2.2 Vidit may use content obtained from third party sources. All rights to such third party content remains with the owners of such third party content.
7.2.3 By using Vidit Services, you provide Vidit an irrevocable, non-exclusive, perpetual, worldwide, royalty-free license to use your User Content for purposes of providing Vidit Services in relation to your Account and displaying content to other Vidit Customers, Users, and the general public.
7.2.4 Moreover, by using Vidit Services, you provide Vidit an irrevocable, non-exclusive, perpetual, worldwide, royalty-free license to modify, translate, adapt, modify, publish, display and distribute any content (including User Content) which you upload, provide or exchange on or through the Vidit Services. Without affecting 7.2.3 and other aspects of this license, this license is restricted to the goal of enabling Vidit to perform, display, distribute and promote its Vidit Services, including but not limited to providing you with access to the content. Your license includes a right for Vidit to make the content available and sublicense it to Publishers, suppliers, licensors, other companies, organizations and individuals with whom Vidit cooperates with in providing the Vidit Services or developing and providing other services. Vidit may also use any such Content to promote the Vidit Services. You represent and warrant to Vidit that you have all necessary rights, power and authority to grant the license.
7.2.5 Apart from providing Vidit a license to use your Customer Content, you retain all rights to your Customer Content.
7.3.1 You agree to not use Vidit Trademarks or any mark that is confusingly similar to such trademarks. Nothing on or through the Vidit Services should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Vidit Trademarks.
7.3.2 You agree to not use any logo, graphic, or mark used by Vidit or any of its licensors in connection with the Vidit Services.
7.3.3 Vidit reserves the right to restrict the use of its name, system, logo, and trademarks. You agree to comply with any and all such restrictions.
7.3.4 For purposes of displaying your Account and content associated with it, you permit Vidit to use your name and trademark, if applicable. You also allow Vidit to use your name and trademark in a manner consistent with fair use.
7.3.5 Upon receiving written request consistent with Notices provided herein, Vidit will remove your name and/or trademark except as necessary to continue providing you with Vidit Services. All other companies' names, brand names and product names are trademarks or trade names of their respective owners who may or may not endorse, be affiliated with or connected to Vidit.
7.3.6 You further acknowledge and agree that content contained in sponsor advertisements or information presented to you through the Vidit Services or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.
7.6 Unauthorized Access or Circumvention. As stated above, Vidit takes the privacy of its Vidit Customers very seriously. In this context, it also takes seriously any effort to circumvent the technology it has implemented to protect the privacy and the security of information on its servers. Should any person attempt to obtain or obtain unauthorized access to Vidit servers and/or should any Vidit Customer attempt to exceed or exceed his/her/its authorized access to Vidit servers, Vidit shall consider such conduct to violate the federal Computer Fraud and Abuse Act, 18 U.S.C. § 1030, which provides for civil and criminal penalties. Additionally, depending on the circumstances, such conduct could also violate the Electronic Communications Privacy Act, 18 U.S.C. § 2510, et seq. and the Stored Communications Act, 18 U.S.C. § 2701, et seq., both of which also provide for civil and criminal penalties. Moreover, Vidit shall consider any approval or knowledge of a third party’s efforts to engage in the foregoing prohibited conduct as wilful cooperation in such conduct.
8. DMCA Policy
8.1 Vidit respects the intellectual property rights of others and prohibits anyone from uploading, posting or otherwise transmitting through Vidit Services any materials that violate another party's intellectual property rights. When Vidit receives proper Notification of Alleged Copyright Infringement as described herein, it promptly removes or disables access to the allegedly infringing material and terminates the accounts associated therewith as described herein in accordance with the Digital Millennium Copyright Act ("DMCA").
8.2 If you believe that any material on or through the Vidit Services infringes upon any copyright which you own or control, you may send a written Notification of Alleged Copyright Infringement to our designated DMCA Agent identified below.
8.3 If you believe that your own copyrighted work is accessible on or through the Vidit Services in violation of your intellectual property rights, you may provide our designated DMCA Agent with a Notification of Alleged Copyright Infringement as set forth in the DMCA that contains substantially the following information:(A). Identify in sufficient detail the copyrighted work or intellectual property that You claim has been infringed so that Vidit can locate the material;(B). Identify the URL or other specific location on the Website or Vidit Services that contains the material that You claim infringes your copyright described in Item 5.3(A) above;(C). Provide the electronic or physical signature of the owner of the copyright or a person authorized to act on the owner's behalf;(D). Include 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;(E). Include a statement by You that the information contained in your notice is accurate and that You attest under the penalty of perjury that You are the copyright owner or that You are authorized to act on the copyright owner's behalf; and, (F). Include your name, mailing address, telephone number and email address.
8.4 You may send your Notification of Alleged Copyright Infringement to our designated DMCA Agent by fax, mail, or E-Mail as set forth below:
Charles Mudd 3114 West Irving Park Road, Suite 1W email@example.com
8.5 Vidit has adopted a policy of terminating, in appropriate circumstances and at its sole discretion, members who are deemed to be repeat infringers. Vidit may also in its sole discretion limit access to the Vidit Services and/or terminate the use thereof by anyone who infringes any intellectual property rights of others, whether or not there is any repeat infringement.
9. RESERVED FOR FUTURE USE
10. RESALE OF SERVICE Unless otherwise agreed to in writing by Vidit, you agree not to reproduce, duplicate, copy, sell, resell, outsource, reverse engineer or exploit any portion of, the use of, or access to Vidit Services.
12. DISCLAIMER OF WARRANTIES
12.1 THE APPS, WEBSITE, AND/OR VIDIT SERVICES ARE PROVIDED TO YOU "AS IS", "WITH ALL FAULTS", "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW.
12.2 VIDIT SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE FOLLOWING:
ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, CAPABILITIES, SECURITY, TIMELINESS, USEFULNESS AND/OR CONTENT OF THE APPS, WEBSITE, AND/OR VIDIT SERVICES;
THE ABILITY OF THE APPS, WEBSITE, AND/OR VIDIT SERVICES TO INTEROPERATE OR INTEGRATE WITH ANY THIRD PARTY PRODUCTS SUCH AS SOFTWARE OR HARDWARE;
ANY WARRANTIES RESULTING FROM A COURSE OF DEALING OR USAGE OF TRADE;
ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE;
ANY WARRANTIES OF NON-INFRINGEMENT;
ANY WARRANTIES THAT INFORMATION IS CORRECT AND RELIABLE; AND/OR
ANY WARRANTIES REGARDING THE RIGHTS AND TITLE OF VIDIT IN THE APPS, WEBSITE, AND/OR VIDIT SERVICES, OR ANY WARRANTY THAT THE APPS, WEBSITE, AND/OR VIDIT SERVICES DO NOT INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.
12.3 VIDIT IS NOT LIABLE FOR ANY INFORMATION, SOFTWARE OR OTHER PRODUCTS THAT ARE DOWNLOADED FROM THE APPS, WEBSITE, AND/OR VIDIT SERVICES BY YOU OR INSTALLED ON YOUR COMPUTER. AS SUCH, VIDIT IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
12.5 VIDIT MAKES NO WARRANTY THAT THE APPS, WEBSITE, VIDIT SERVICES, AND/OR CONTENT THEREON WILL BE ERROR FREE, AVAILABLE WITHOUT INTERRUPTION, TIMELY, OR MEET YOUR REQUIREMENTS.
12.6 WE WILL MAKE REASONABLE EFFORTS TO MAINTAIN THE APPS, WEBSITE, AND/OR VIDIT SERVICES. HOWEVER, WE ARE NOT RESPONSIBLE FOR ANY DAMAGE; LOSS OF DATA, CUSTOMER INFORMATION OR VENDOR DATA; LOSS OF REVENUE; OR, OTHER HARM TO BUSINESS ARISING OUT OF DELAYS, MISDELIVERY OR NONDELIVERY OF INFORMATION, RESTRICTION OR LOSS OF ACCESS, BUGS OR OTHER ERRORS, UNAUTHORIZED USE DUE TO YOUR SHARING OF ACCESS TO THE VIDIT SERVICES, OR OTHER INTERACTION WITH THE VIDIT SERVICES. YOU ARE RESPONSIBLE FOR MAINTAINING AND BACKING-UP YOUR DATA AND INFORMATION THAT MAY RESIDE ON THE VIDIT SERVICES. WE DO NOT WARRANT THAT (i) THE VIDIT SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, (ii) THE VIDIT SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE VIDIT SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE VIDIT SERVICES WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
12.7 THESE DISCLAIMERS APPLY TO ALL CONTENT SENT TO AND/OR FROM THE APPS, WEBSITE, AND/OR VIDIT SERVICES.
13. THIRD PARTY LINKS AND PRODUCTS
13.1 IN CONNECTION WITH THE VIDIT SERVICES, VIDIT MAY PROVIDE YOU WITH LINKS TO THIRD PARTY WEBSITES AND OFFERS FOR PRODUCTS AND SERVICES OF THIRD PARTIES.
13.2 VIDIT NEITHER MONITERS NOR HAS ANY CONTROL OVER SUCH THIRD PARTY WEBSITES, PRODUCTS, AND SERVICES.
13.3 VIDIT IS NOT RESPONSIBLE FOR AND DOES NOT ENDORSE (A) THE AVAILABILITY OR CONTENT OF SUCH THIRD PARTY WEBSITES; (B) THE PRODUCTS OR SERVICES OFFERED BY SUCH THIRD PARTIES; (C) THE USE OF OR RELIANCE UPON SUCH CONTENT, PRODUCTS, OR SERVICES; (D) ANY LOSS OR DAMAGE ARISING FROM ANY COMMUNICATIONS AND/OR TRANSACTIONS BETWEEN YOU AND THIRD PARTIES; AND/OR (E) THE PRIVACY AND OTHER PRACTICES OF SUCH THIRD PARTIES.
13.4 ANY CORRESPONDENCE OR BUSINESS TRANSACTIONS BETWEEN YOU AND SUCH THIRD PARTIES ARE SOLELY BETWEEN YOU AND ANY SUCH THIRD PARTY.
13.5 VIDIT SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THIRD PARTY PRODUCTS AND SERVICES INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT OR WHERE SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALID.
13.6 THIRD PARTY WEBSITES MAY SOLICIT PERSONAL INFORMATION AND SEND COOKIES. THE INCLUSION OF A LINK TO A THIRD PARTY WEBSITE THROUGH THE APPS, WEBSITE, AND/OR VIDIT SERVICES DOES NOT IMPLY ENDORSEMENT OF THE LINKED THIRD PARTY WEBSITE. VIDIT HAS NO RESPONSIBILITY FOR ANY THIRD PARTY COOKIES OR THEIR USE OF PERSONAL INFORMATION YOU PROVIDE THEM.
13.7 YOU ALSO MAY BE SUBJECT TO ADDITIONAL TERMS AND CONDITIONS THAT MAY APPLY WHEN YOU USE AFFILIATE OR OTHER SERVICES PROVIDED BY VIDIT, THIRD-PARTY CONTENT OR THIRD-PARTY SOFTWARE. VIDIT SPECIFICALLY DISCLAIMS ANY LIABILITY FOR ITS CUSTOMERS FAILING TO ABIDE BY THIRD-PARTY WEBSITES' POLICIES AND TERMS.
14. LIMITATION OF LIABILITY
14.1 GENERAL TERMS. FOR EACH OF THE FOLLOWING LIMITATIONS OF LIABILITY, THE FOLLOWING TERMS SHALL APPLY:
14.1.1 “DAMAGES” SHALL INCLUDE ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY DIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, AND/OR ANY OTHER DAMAGES OR INTANGIBLE LOSS. THE TYPE OF DAMAGES TO WHICH THESE LIMITATIONS OF LIABILITY APPLY INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF BUSINESS PROFITS OR LOST SAVINGS, LOSS TO GOODWILL, LOSS ARISING FROM BUSINESS INTERRUPTION, LOSS OR VANDALISM OR THEFT OF PROGRAMS OR INFORMATION, LOSS OF REPUTATION, VIOLATION OF PRIVACY, LOSS OF USE OR DATA, LEGAL FEES (INCLUDING, BUT NOT LIMITED TO, ATTORNEY’S FEES, PARALEGAL FEES, AND OTHER COSTS AND EXPENSES), AND/OR ANY OTHER KIND OF DAMAGE OR LOSS.
14.1.2 “VIDIT” SHALL MEAN VIDIT, LLC; ITS SUBSIDIARIES; AND, ITS OWNERS, MANING MEMBERS, OPERATORS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, AFFILIATES, REPRESENTATIVES, SUCCESSORS AND/OR ASSIGNS.
14.1.3 “VIDIT PARTIES” SHALL MEAN VIDIT AND ITS SUPPLIERS, LICENSEES, LICENSORS, STRATEGIC PARTNERS, AND ANY OTHER PARTIES ACTING ON BEHALF OF OR PROVIDING SUPPORT AND/OR BACKED SUPPORT TO VIDIT.
14.1.4 “STRATEGIC PARTNERS” SHALL MEAN CO-BRANDERS, SUPPLIERS, VENDORS, AND OTHER PARTNERS USED BY VIDIT AS WELL AS THEIR SUBSIDIARIES, PARENTS, OWNERS, OPERATORS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, AFFILIATES, REPRESENTATIVES, LICENSORS, SUCCESSORS OR ASSIGNS.
14.1.5 THESE LIMITATIONS OF LIABILITY APPLY REGARDLESS OF WHETHER CAUSED BY VIDIT OR ANY PART OF VIDIT AS DEFINED ABOVE.
14.1.6 THESE LIMITATIONS OF LIABILITY APPLY TO ALL CLAIMS, CAUSES OF ACTION, AND/OR FORMS OF ACTION, WHETHER FOR OR BASED UPON BREACH OF CONTRACT, EQUITY, NEGLIGENCE, TORT, STRICT LIABILITY OR UNDER ANY OTHER CLAIM OR CAUSE OF ACTION.
14.1.7 THESE LIMITATIONS OF LIABILITY APPLY EVEN IF VIDIT WAS ADVISED OF THE POSSIBILITY OF ANY DAMAGES OR LOSSES.
14.2 YOU AGREE THAT VIDIT AND THE VIDIT PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY WHATSOEVER FOR ANY DAMAGES AS DEFINED ABOVE ARISING IN CONNECTION WITH OR IN ANY WAY OUT OF THE AVAILABILITY OR USE OF, RELIANCE ON, INABILITY TO USE, OR ANY OTHER MATTER RELATING TO THE APPS, WEBSITE, AND/OR VIDIT SERVICES.
14.3 YOU AGREE TO EXCUSE VIDIT AND THE VIDIT PARTIES, AND AGREE THAT VIDIT AND THE VIDIT PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DELAY OR FAILURE TO PERFORM DUE TO ANY CAUSE BEYOND ITS REASONABLE CONTROL INCLUDING, BUT NOT LIMITED TO, ACTS OF GOVERNMENT; NATURAL CATASTROPHES; FORCE MAJEURE; ACTS OF GOD; INTERNET DISRUPTIONS OR UNAVAILABILITY; FAILURE OF OPERATING SYSTEMS; UNAVAILABLE NETWORK CONNECTIONS; IMPERFECT COMPUTER TRANSMISSIONS; LABOR DISPUTES: POWER OUTAGES; LOSS OF DATA; OR SIMILAR OCCURRENCES.
14.4 YOU AGREE THAT VIDIT AND THE VIDIT PARTIES SHALL NOT BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY FOR ANY MODIFICATION, SUSPENSION, OR DISCONTINUANCE OF THE APPS, WEBSITE, AND/OR VIDIT SERVICES. SIMILARLY, VIDIT SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD UPDATES TO THE SOFTWARE OR CODE REQUIRE THE INSTALLATION OF OTHER THIRD PARTY SOFTWARE.
14.5 YOU AGREE THAT VIDIT AND THE VIDIT PARTIES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES AS DEFINED ABOVE THAT ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH:
14.5.1 THE USE OF OR THE INABILITY TO USE THE VIDIT SERVICES;
14.5.2 THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE VIDIT SERVICES;
14.5.3 THE PROVISION OF VIDIT SERVICES OR ANY CONTENT AVAILABLE THEREIN;
14.5.4 UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT, OR DATA;
14.5.5 STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE VIDIT SERVICES;
14.5.6 THE DISCLOSURE OF ANY PARTY'S IDENTITY OR IDENTIFYING INFORMATION;
14.5.8 ANY OTHER MATTER RELATING TO THE VIDIT SERVICES,
14.6 THE LIMITATIONS HEREIN APPLY EVEN IF VIDIT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES ARISING THEREFROM.
14.7 YOU AGREE THAT VIDIT AND THE VIDIT PARTIES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES AS DEFINED ABOVE. WHERE ANY COURT OF COMPETENT JURISDICTION LIMITS THE ABILITY OF VIDIT TO DISCLAIM ANY DAMAGES, YOU AGREE THAT THE MAXIMUM AMOUNT OF DAMAGES THAT VIDIT AND THE VIDIT PARTIES SHALL BE LIABLE TO YOU FOR SHALL NOT EXCEED $1.00 OR THE AMOUNT OF ANY SINGLE OR MONTHLY PAYMENT YOU PAID TO VIDIT, WHICHEVER IS GREATER.
14.9 YOU AGREE THAT VIDIT AND THE VIDIT PARTIES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING OR OCCURRING THROUGH ANY EMPLOYMENT RELATIONSHIP (WHETHER EMPLOYER-EMPLOYEE OR EMPLOYER-INDEPENDENT CONTRACTOR OR EMPLOYER-STAFFING COMPANY) DEVELOPED, MODIFIED, OR TERMINATED BY USE OF THE APPS, WEBSITE AND/OR VIDIT SERVICES.
14.10 YOU AGREE THAT VIDIT AND THE VIDIT PARTIES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY MISUSE OF CONTENT FOUND ON OR THROUGH THE APPS, WEBSITE, AND/OR VIDIT SERVICES. PARTICULARLY, VIDIT AND THE VIDIT PARTIES SHALL NOT BE LIABLE FOR ANY MISUSE OF ANY VIDEO CONTENT OR INFORMATION CONTAINED THEREON BY ANY CUSTOMER.
14.11 YOU AGREE THAT VIDIT AND THE VIDIT PARTIES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY MISUSE OF CONTENT FOUND ON OR THROUGH THE APPS, WEBSITE, AND/OR VIDIT SERVICES DELIVERED TO STAFFING CLIENTS. PARTICULARLY, VIDIT AND THE VIDIT PARTIES SHALL NOT BE LIABLE FOR ANY MISUSE OF ANY VIDEO CONTENT OR INFORMATION CONTAINED THEREON BY ANY STAFFING CLIENTS.
14.12 YOU AGREE THAT VIDIT AND THE VIDIT PARTIES SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY FAILURE OF PERFORMANCE; ERROR; OMISSION; INTERRUPTION; DELETION OF CONTENT; DEFECT; DELAY IN OPERATION OR TRANSMISSION; BUG; VIRUSES THAT MAY INFECT YOUR COMPUTER SOFTWARE, EQUIPMENT, OR OTHER PROPERTY; COMMUNICATION LINE FAILURE; THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION, INACCESSIBILITY OR LOSS OF, OR USE OF DATA, INFORMATION AND/OR RECORDS.
14.13 WE SPECIFICALLY DO NOT WARRANT OR GUARANTEE (i) THAT THE APPS, WEBSITE, AND/OR VIDIT SERVICES OR ANY PORTION THEREOF WILL BE FREE OF INFECTION BY VIRUSES, BUGS, OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES, (ii) THAT THE FUNCTIONS PERFORMED BY THE APPS, WEBSITE, AND/OR VIDIT SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR (iii) THAT DEFECTS IN THE APPS, WEBSITE, AND/OR THE VIDIT SERVICES WILL BE CORRECTED.
14.14 IT IS YOUR SOLE RESPONSIBILITY TO EXECUTE ANTI-CONTAMINATION VIRUS SOFTWARE AND OTHERWISE TAKE STEPS TO ENSURE THAT THE APPS, WEBSITE, AND VIDIT SERVICES, IF CONTAMINATED OR INFECTED, WILL NOT DAMAGE YOUR INFORMATION OR SYSTEM BY VIRUSES, WORMS, OR ANY OTHER HARMFUL CONTENT.
14.15 IF, NOTWITHSTANDING THESE LIMITATIONS, VIDIT OR ANY OF THE VIDIT PARTIES ARE FOUND LIABLE TO YOU FOR ANY DAMAGES WHICH ARISE OUT OF OR ARE RELATED TO YOUR USE OF VIDIT SERVICES, SUCH LIABILITY SHALL IN NO EVENT EXCEED $1.00 OR THE AMOUNT OF ANY ONE (1) MONTH PAYMENT YOU PAID TO VIDIT, WHICHEVER IS GREATER.
15. EXCLUSIONS AND LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 11, 12, 13, and 14 MAY NOT APPLY TO YOU.
16. RESERVED FOR FUTURE USE.
17. General Provisions
17.1 Acknowledgement. You acknowledge that you have read, understood, and agreed to all terms contained herein. Further, you represent that you have consulted, or have had the opportunity to consult with, your legal, tax, and financial advisors in connection with the execution and performance of the Agreement.
17.2 Applicable Law.
17.2.2 You also agree the venue for any action, arbitration, dispute or proceeding with respect to this Agreement or any dispute between you and Vidit shall be within Salt Lake County in the State of Utah.
17.2.3 You further agree to submit to personal and subject matter jurisdiction within Salt Lake County in the State of Utah. You further waive all defenses to the contrary including, but not limited to, lack of personal jurisdiction or forum non conveniens.
17.3 Assignment. Without giving notice to you, we may at any time assign our rights under any agreement with you to any other company, individual or organization in our sole discretion.
17.4 Arbitration Clause. PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE DISPUTES WITH VIDIT AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM IT. SPECIFICALLY, YOU MAY NOT BRING A CLASS ACTION SUIT OR FILE CERTAIN CLAIMS IN COURT.
17.4.2 Where any party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents, the party may choose to file in state or federal court within Salt Lake County, Utah, as applicable and appropriate to the claims at issue. Where a dispute includes such claims as well as other claims, the entire dispute may be brought in such a court for purposes of efficiency.
17.4.3 The party requesting arbitration shall serve upon the other party a notice demanding arbitration and a description of the issue or issues to be arbitrated.
17.4.4 A single arbitrator shall be agreed upon by the parties or, if the parties cannot agree upon an arbitrator within thirty (30) days, then the parties agree that a single arbitrator shall be appointed by the American Arbitration Association.
17.4.5 The arbitration shall be confidential.
17.4.6 The arbitrator may award legal fees (including, but not limited to, attorneys' fees, paralegal fees, etc.), expenses, and costs as part of the award. In fact, other than class procedures and remedies expressly limited, the arbitrator has the authority to grant any remedy that would otherwise be available in a court.
17.4.7 Any award issued as a result of the arbitration shall be binding and may be entered as a final judgment or order in any court of competent jurisdiction and enforced accordingly.
17.4.8 All costs and expenses of the arbitration, including reasonable legal fees (including, but not limited to, attorney's fees, paralegal fees, etc.), shall be allocated among the parties as determined by the arbitrator.
17.4.9 Notwithstanding the foregoing, either Party may, at its sole discretion, seek preliminary judicial relief in any court of competent jurisdiction (including, but not limited to, preliminary injunctive relief) and, additionally, the provisions of this Section may be enforced by any court of competent jurisdiction, all subject to the jurisdiction limitations specified above.
17.4.10 The state or federal courts of Salt Lake County, Utah shall have exclusive jurisdiction over any appeals of an arbitration award and over any suit, if any, between the parties not subject to arbitration.
17.6 Corporate Authority. Where the User is an entity, the person executing this Agreement on behalf of such entity represents and warrants that they have been duly authorized to bind and to act on behalf of the entity and that this Agreement is binding upon said entity in accordance with this Agreement’s terms.
17.8 Force Majeure. Neither party shall be liable to the other party for the failure to perform or satisfy, in whole or in part, any obligations or conditions to such obligations under this Agreement (“Non-Performing Party”) due to any acts of God, governmental orders or restrictions, terrorism, riot, fire, flood or other natural disaster (“Force Majeure Event”) where the unforeseen Force Majeure Event is beyond the reasonable control of and not the fault of the Nonperforming Party and the Nonperforming Party has been unable to avoid or overcome the Force Majeure Event by the exercise of due diligence. A Force Majeure Event excludes economic hardship, changes in market conditions, or insufficiency of funds. To claim a Force Majeure Event, the Non-Performing Party must provide immediate notice to the other party setting forth the particulars of the Force Majeure Event. Upon cessation of the Force Majeure Event, the Non-Performing Party agrees to promptly perform or complete the performance of its obligations as set forth in this Agreement. In the event any delay exceeds thirty (30) calendar days, the party that is not the Non-Performing Party shall have the right to immediately terminate this Agreement.
17.10 Reserved for Future Use.
17.13 Legal Advice Not Provided. You acknowledge and agree that Vidit has not and will not provide you with any legal advice on any subject, but particularly with respect to compliance with employment, data privacy, or other relevant laws, rules, or regulations. You agree not to construe any Vidit communications as legal advice.
17.17 Statute of Limitations. To the extent permitted by law, any claim or cause of action arising out of or related to use of the Apps, Website, and/or Vidit Services shall be filed within one (1) year after such claim or cause of action arose. To the extent permitted by law and as applicable, any claim arising from the publication of any content on or through the Apps, Website, and/or Vidit Services shall accrue on the first date of publication.
17.21 Locations and Restricted Locations. Vidit hosts its Vidit Services in the United States and complies with United States laws. While possible to use Vidit Services from within the European Union, Asia, or any other region outside the United States, Vidit does not directly market Vidit Services to such jurisdictions at this time. The laws in such jurisdictions may differ from United States laws, particularly with respect to personal data. Should you use Vidit Services from one of these countries, you understand that such countries may have laws or regulations governing personal data collection, use, and disclosure that differ from United States laws. Please understand that you are transferring personal information to the United States and, by doing so, you consent to that transfer. In any case, United States laws shall govern your use and continued use of Vidit Services to the fullest extent possible.
17.21.1 The Apps, Website, and/or Vidit Services may not be accessed, viewed, downloaded or otherwise received in any country or location in which doing so would or could be deemed a violation of any law, regulation, rule, ordinance, edict or custom.
17.21.2 The Apps, Website, and/or Vidit Services may not be used by and is not directed at any country or region currently embargoed by the United States. By using the Apps, Website, and/or Vidit Services, you agree to the foregoing and you warrant that you are not located in, under the control of, or a national or resident of any such country or region.
17.21.3 You agree to comply with all local regulations, rules and laws in your jurisdiction regarding online conduct, acceptable content, transmission of technical data, and what Vidit deems, in its sole discretion, acceptable content. For examples of prohibited content and conduct, refer to Section 5.6 above.
17.21.4 You agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
17.21.5 The mere fact that the Website or Apps may be accessible and available to people in such foreign countries shall not affect the foregoing section.