IMPORTANT LEGAL NOTICE.PLEASE READ THE FOLLOWING TERMS OF USE
(“TERMS”) CAREFULLY. THESE TERMS GOVERN YOUR USE OF THE VIDY
RELATED SERVICES. THESE TERMS SET FORTH A BINDING AGREEMENT
BETWEEN YOU AND VIDY, INC. YOU MUST BE AT LEAST 18 YEARS OLD AND
THE AGE OF MAJORITY AND LEGAL CONSENT IN THE JURISDICTION IN
WHICH YOU LIVE OR RESIDE TO AGREE TO THESE TERMS.
These Terms of Use (“Terms”) constitute a binding agreement
between you and Vidy, Inc. ("VI," “we,” “Vidy,” “us”
or “our”), and govern your use of Vidy, Inc.’s
Vidy.com(“Website”) and the content, software, apps, products
and services offered through, related to, or arising out of the
Website or Vidy servers (collectively with the Website, the
“Services” or “Service”). By accessing, viewing or using any
Services, you represent and warrant that you are at least 18
years old and the age of majority and legal consent in the
jurisdiction in which you live or reside, and you agree to be
bound by and subject to these Terms. If you do not agree to
these Terms, you should not check or click on, or otherwise
agree to, these Terms, and you should immediately leave this
page and not access or use the Website or any other Services.
Upon our request, you agree to sign a non-electronic version of
these Terms.
THESE TERMS MAY BE AMENDED OR CHANGED BY US IN OUR DISCRETION, WITH OR WITHOUT NOTICE, AT ANY TIME.
We indicate at the top of the page when these Terms were last
updated. Your continued access or use of the Website or any
other Services following such changes will be deemed acceptance
of such changes. In addition, we reserve the right to modify or
cease providing all or any portion of the Services at any time,
with or without notice. Be sure to return to this page
periodically to ensure familiarity with the most current version
of these Terms.
We are committed to protecting the privacy of the personal
information you provide to us through the Services. Any personal
information submitted through the Services by you is subject to
our
Privacy Policy
which is incorporated herein by reference.
PLEASE REVIEW OUR PRIVACY POLICY TO UNDERSTAND OUR PRACTICES WITH RESPECT TO YOUR PERSONAL INFORMATION.
We do not knowingly collect personal information from persons
under the age of 18. The date of the last update to our Privacy
Policy will be noted at the top of our Privacy Policy.
In order to participate in or receive certain Services, you will
be required to create an account with us (“Account”), and you
may be subject to additional contractual terms and conditions
applicable to such Services (“Additional Terms”), which
Additional Terms will be accessible to you on the Website or
presented to you as Additional Terms when you sign up for or
access such Services. Any such Additional Terms shall be
incorporated into and form a part of these Terms. Your Account
is for your individual, personal use only, and you may not
authorize others to use your Account for any purpose. In
creating your Account, you certify that all information you
provide is complete and accurate. You agree to update your
information when required or requested, and you further agree
not to use another person’s account without permission. You are
responsible for maintaining the confidentiality of, and
restricting access to, your Account and password, and you agree
to accept sole responsibility for all activities that occur
under your Account or password. You agree to contact
[email protected]
immediately of any breach of security or unauthorized use of
your Account or any violation of these Terms by others of which
you are aware. You agree that we shall have no liability for any
losses, damages, liabilities or expenses you may incur due to
any unauthorized use of your Account, and you agree to indemnify
us and hold us harmless for any such unauthorized use. We
reserve the right to create accounts for quality control and
administrative purposes. Such accounts may be publicly
viewable.
The Services and the Vidy content provided through the Services,
including but not limited to, the text, data, software, web
pages, graphics, visual effects, animations, stamps,
photographs, music, sounds, videos, interactive features, blogs,
posts, feedback, messages, tags and other materials
(collectively, "Vidy Content") and the trademarks,
service marks and logos contained therein ("Marks")
are owned by or licensed to us, subject to copyright and other
intellectual property rights under United States and foreign
laws and international conventions. All Vidy Content is provided
to you solely for your information and personal, non-commercial
use. You agree to not engage in the use, copying, or
distribution of any Vidy Content other than as expressly
permitted herein. If you download or print a copy of the Vidy
Content for personal use, you must retain all copyright and
other proprietary notices contained therein. You agree not to
circumvent, disable or otherwise interfere with security related
features of the Services or features that prevent or restrict
use or copying of any Vidy Content or enforce limitations on the
use of the Services or Vidy Content. We or our licensors retain
all intellectual and proprietary rights in and to the Services
and Vidy Content, except as expressly provided herein. No right
is granted to you herein to use any Marks. Vidy grants you a
limited, non-exclusive license to access and use the Services
for your own personal, non-commercial purposes. This license is
personal to you and may not be assigned or sublicensed to anyone
else.
Once you post, send, or otherwise make publicly available any
content through the Services, for example videos, gifs, and
metadata ("Personal Content" or “User Generated
Content” or “UGC”), you expressly grant us, and hereby represent
that you have the right to grant us, a perpetual, irrevocable,
world-wide, assignable, sub-licensable, and transferable right
and license to quote, re-post, use, copy, reproduce, modify,
transcribe, make publicly searchable, create derivative works
of, incorporate into other works, distribute, transmit,
broadcast, communicate, publicly display, publicly perform and
otherwise exploit such UGC in any form or media, in whole or in
part, anywhere, and without any notice or compensation to you of
any kind in relation to providing or otherwise carrying out the
Services and all related activities. You hereby grant us all
consents, rights and clearances to enable us to use such
Personal Content for such purposes. Personal Content may be
searchable by, and you may be able to view and search Personal
Content on, different apps or websites (i.e., different URLs in
the form of "co-brands" or "private labels")
operated by us or our affiliated entities. Personal Content may
also be searchable by third-party search engines, such as
google, yahoo and bing.We reserve the right, but not the
obligation, to refuse to transmit or post, and to disclose,
block or remove or modify any content, including but not limited
to, Personal Content, in whole or in part, for any reason or no
reason or that we, in our discretion, deem to be in violation of
these Terms or otherwise adverse to the user experience or
confusing to persons using the Services, regardless of whether
this material or its dissemination is unlawful. We retain the
right, but not the obligation, to monitor all transmissions,
uses, and postings of Personal Content and other materials and
from time to time to investigate or prevent violations of these
Terms. We reserve the right to delete any content and to modify,
reject, filter, ban, or delete hashtags and usernames. In
addition, we may also take steps, including the limiting or
filtering site usage, the number of emails, chat messages or
posts sent or received by a user or member.
The Services may not be accessed or used in any manner where
prohibited by law. You understand that by accessing or using the
Services, you may encounter content that may be deemed mature,
offensive, indecent or objectionable, which content may or may
not be identified as having explicit language or adult themes,
and which in certain circumstances may be due to your
interactions with other users or members in the course of
accessing or using the Services. YOU FULLY ASSUME ALL RISK OF
LOSS AND RISK OF PERSONAL HARM ARISING OUT OF YOUR USE OF THE
SERVICES, including but not limited to, any online or offline
communications and personal interactions with others (such as
dating). It is your responsibility to take all advisable and
necessary precautions when interacting with individuals you meet
or come into contact with through the Services.
You further represent and warrant to us, under penalty of
perjury, as follows:
You understand that UGC, whether publicly posted or privately
transmitted, is the sole responsibility of the person from whom
such UGC originated. We do not control this Personal Content and
do not guarantee its accuracy, integrity or quality. All such
Personal Content, Vidy Content, and the Services are provided
"AS IS" without representation or warranty of any
kind. Under no circumstances shall we be liable to you in any
way for any content, including but not limited to, any errors or
omissions in any content or the Services, or any loss or damage
of any kind incurred because of the use of any content or the
Services. We claim immunity from liability to the fullest extent
permitted by law, and as further provided under the
Communications Decency Act, for any content provided by third
parties. Neither our actions nor any provision in these Terms is
intended to waive, remove or usurp such immunity.
You understand that UGC, whether publicly posted or privately
transmitted, is the sole responsibility of the person from whom
such UGC originated. We do not control this Personal Content and
do not guarantee its accuracy, integrity or quality. All such
Personal Content, Vidy Content, and the Services are provided
"AS IS" without representation or warranty of any
kind. Under no circumstances shall we be liable to you in any
way for any content, including but not limited to, any errors or
omissions in any content or the Services, or any loss or damage
of any kind incurred because of the use of any content or the
Services. We claim immunity from liability to the fullest extent
permitted by law, and as further provided under the
Communications Decency Act, for any content provided by third
parties. Neither our actions nor any provision in these Terms is
intended to waive, remove or usurp such immunity.
You acknowledge and agree that your communications with other
users or members via chats, conferences, bulletin boards, blogs,
posts and any other publicly accessible avenues of communication
through the Services are public and not private communications.
Therefore, we strongly encourage you to use caution before
disclosing any personal information about yourself in your
public communications. We are not responsible for information or
content that you choose to communicate to other users or
members, or for the actions of other users or members, and you
agree to indemnify us and hold us harmless from any losses,
liabilities, damages or expenses you may incur due to such
communications or actions.
You further agree not to use the Services to:
PLEASE REPORT ANY VIOLATIONS OF THIS SECTION OR THESE TERMS
TO OUR ABUSE DEPARTMENT LOCATED AT [email protected].
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER
USERS AND MEMBERS OF THE WEBSITE AND SERVICES. YOU UNDERSTAND
AND AGREE THAT WE HAVE NO OBLIGATION TO SCREEN OUR USERS OR
MEMBERS; INQUIRE INTO THE BACKGROUNDS OF OUR USERS OR MEMBERS;
OR ATTEMPT TO VERIFY THE STATEMENTS OF OUR USERS OR MEMBERS. WE
MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS
OR MEMBERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE
USERS OR MEMBERS. IF YOU FIND OTHER USERS' OR MEMBERS'
INFORMATION TO BE OFFENSIVE, HARMFUL, INACCURATE AND/OR
DECEPTIVE, YOU MAY USE THE REPORT ABUSE PAGE PROVIDED ON THE
WEBSITE. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO
MONITOR DISPUTES BETWEEN YOU AND OTHER USERS OR MEMBERS OR TO
TERMINATE OR BLOCK YOU AND OTHER USERS OR MEMBERS FOR VIOLATIONS
OF THESE TERMS. PLEASE ALSO USE CAUTION, COMMON SENSE, AND
SAFETY WHEN USING THE SERVICES TO INTERACT WITH OTHER USERS AND
MEMBERS. We further reserve the right, but have no obligation,
to conduct any credit, criminal or other background checks using
publicly available records, at any time, to confirm your
compliance with these Terms. (b) In the event that you have a
dispute with one or more other users or members, you hereby
release us, our parent, subsidiaries and affiliated entities,
and ours and their shareholders, directors, officers, employees,
agents, successors and assigns from any and all claims, demands,
damages (actual and consequential), losses and liabilities of
every kind or nature, known and unknown, suspected and
unsuspected, disclosed and undisclosed, arising out of or in any
way related to such disputes. If you are a California resident,
you waive California Civil Code Section 1542, which says:
"A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the
time of executing the release, which, if known by him must have
materially affected his settlement with the debtor."
We strive to comply with the Digital Millennium Copyright Act of
1998, as amended ("DMCA"), at all times and maintain a
repeat infringer policy which may result in the termination of
your right to use the Services if you violate such policy. If
you believe that your work has been copied, posted or otherwise
made available through the Services in a way that constitutes
copyright infringement, please notify our DMCA Copyright Agent
of your complaint, as set forth in the DMCA. Please consult the
DMCA to confirm these requirements.
You may use our online DMCA form. You must
provide our DMCA Copyright Agent with the following information
in writing, to the extent required by the DMCA:
Please be aware that the foregoing information in your complaint
may be forwarded to the person who provided the allegedly
infringing content. The foregoing information must be submitted
to Subsidiary's DMCA Copyright Agent as follows:
Vidy, Inc. — Attn. Copyright Agent
461 2nd Street Suite
320
San Francisco, CA 94107
Email: [email protected]
Pursuant to Section 512(f) of the DMCA, any person who knowingly
materially misrepresents that material or activity is infringing
may be subject to liability.If you believe that your material
has been mistakenly removed or disabled pursuant to this
section, you may submit a counter notice by notifying our DMCA
Copyright Agent at the address provided above.Pursuant to
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.
THE SERVICES ARE PROVIDED "AS-IS" AND WE EXPRESSLY
DISCLAIM ANY IMPLIED WARRANTIES TO THE FULLEST EXTENT PROVIDED
BY LAW, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR
NON-INFRINGEMENT. TO THE EXTENT APPLICABLE LAWS PROHIBIT TERMS
OF USE FROM DISCLAIMING ANY IMPLIED WARRANTY, SUCH IMPLIED
WARRANTY SHALL BE LIMITED TO THE MINIMUM WARRANTY PERIOD
REQUIRED BY LAW, AND IF NO SUCH PERIOD IS REQUIRED, THEN THIRTY
(30) DAYS FROM FIRST USE OF THE SERVICES. WE CANNOT GUARANTEE
AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE
SERVICES. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT
THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY
INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR
PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS
ARISING OUT OF YOUR USE, OR INABILITY TO USE, THE SERVICES, EVEN
IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU
FURTHER AGREE TO INDEMNIFY US AND HOLD US HARMLESS FOR ANY AND
ALL CLAIMS, DAMAGES, LIABILITIES AND EXPENSES IN THE EVENT THAT
YOU FIND OTHER USERS' OR MEMBERS' CONTENT TO BE
OFFENSIVE, HARMFUL, OBSCENE, INACCURATE AND/OR DECEPTIVE. UNDER
NO CIRCUMSTANCES SHALL OUR LIABILITY TO YOU FOR ANY CLAIM OR
CAUSE OF ACTION WHATSOEVER, AND REGARDLESS OF THE FORM OF THE
ACTION, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, EXCEED
THE AMOUNT PAID BY YOU TO US, IF ANY, DURING THE 90 DAY PERIOD
IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY
SUCH CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW.
You agree to indemnify and hold us, our parent, subsidiaries,
and affiliated entities, and ours and their shareholders,
directors, officers, employees, agents, contractors, licensors
and licensees, harmless from any loss, liability, claim, demand
or expense, including but not limited to, reasonable
attorney's fees, made by any third party due to or arising
out of your use of the Services or any breach or violation of
these Terms.
Software and content provided through the Services is subject to
United States export controls. No software or content from the
Services may be downloaded or otherwise exported or re-exported
(a) into (or to a national or resident of) Cuba, Iraq, Libya,
North Korea, Iran, Syria, or any other country to which the U.S.
has embargoed goods; or (b) to anyone on the U.S. Treasury
Department's list of Specially Designated Nationals or the
U.S. Commerce Department's Table of Deny Orders. By
downloading or using any such software or content, you represent
and warrant that you are not located in, under the control of,
or a national or resident of any such country or on any such
list.
These Terms shall be governed by the laws of the State of
California, without regard to its conflict of laws rules or
principles.
You agree to exclusive jurisdiction in California and venue in
San Francisco County, California for all arbitration and other
proceedings arising out of these Terms.
ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT,
OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND
INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW,
INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN YOU AND US OR ANY
OF OUR AFFILIATED ENTITIES OR OURS OR THEIR AGENTS, EMPLOYEES,
PRINCIPALS, SUCCESSORS, OR ASSIGNS ARISING FROM OR RELATING TO
THESE TERMS, ITS INTERPRETATION, OR THE BREACH, TERMINATION OR
VALIDITY HEREOF, OR THE RELATIONSHIPS WHICH RESULT FROM THESE
TERM (INCLUDING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, RELATIONSHIPS WITH THIRD PARTIES WHO ARE NOT SIGNATORIES TO
THIS AGREEMENT), SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY
BINDING ARBITRATION ADMINISTERED BY JAMS before a retired judge
in SAN FRANCISCO County, California under the applicable JAMS
arbitration rules and will be administered by the before a
single retired judge. The arbitrator shall be empowered to grant
whatever relief would be available in a court under law or in
equity. The arbitration is subject to the Federal Arbitration
Act, 9 U.S.C. sec. 1-16 (FAA), as amended. Any award of the
arbitrator shall be final and binding on each of the parties,
and may be entered as a judgment in any court of competent
jurisdiction. The arbitration proceeding will be limited solely
to the dispute or controversy between you and us. YOU
ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHTS TO LITIGATE
CLAIMS IN A COURT OR BEFORE A JURY WITH RESPECT TO ANY SUCH
CLAIM. Nothing in this Section shall be deemed to prohibit us
from seeking an injunction or other equitable relief in any
court of competent jurisdiction to protect or preserve ours or
our licensors' rights in and to intellectual property or
confidential information.
IN ANY DISPUTE, NEITHER YOU NOR ANY OTHER PERSON SHALL BE
ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER
AFFILIATES OR PERSONS, OR ARBITRATE ANY CLAIM AS A
REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL
CAPACITY. YOU ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHTS TO
PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH
RESPECT TO ANY SUCH CLAIM(S).
By using the Services, you consent to receiving electronic
communications, e.g., email, from us or our subsidiaries and
affiliated entities. These communications will include notices
about your Account and information concerning or related to the
Services. These communications are part of your relationship
with us and you receive them as part of your membership. You
agree that any notice, agreements, disclosures or other
communications that we send to you electronically will satisfy
any legal communication requirements, including but not limited
to, any requirements that such communications be in writing.
If any provision of this Agreement is held to be unenforceable
under applicable law, such provision shall be excluded from this
Agreement, and the balance of this Agreement shall be
interpreted as if such provision was so excluded and shall be
enforceable in accordance with its modified terms.
These Terms represent the entire understanding between the
parties with respect to the subject matter hereof and supersede
all previous understandings, written, oral or implied. Where we
have provided you with a translation of the English language
version of these Terms, then you agree that the translation is
provided for your convenience only and that the English language
versions of these Terms will govern your relationship with us.
If there is any contradiction between what the English language
version of these Terms and any translation, the English language
version shall take precedence.
Neither you nor we shall be held responsible for any delay or
failure in performance hereunder caused by acts of God (or
natural disasters), terrorism, strikes, embargoes, fires, war,
or other causes beyond the affected party's reasonable
control.
The headings used herein are for convenience only and shall not
be deemed to define, limit or construe the content of any
provision of these Terms. The meanings given to terms defined
herein will be equally applicable to both the singular and
plural forms of such terms. Whenever the context may require,
any pronoun includes the corresponding masculine, feminine and
neuter forms.
Except as explicitly stated otherwise, legal and other notices
(including but not limited to notices of legal proceedings)
shall be delivered to
Vidy, Inc. by U.S. mail at 461 2nd street suite 320 San
Francisco CA 94107 Attn. Legal, or to you at the email address you provided us (a) at the
time you registered; (b) through a subsequent notice of an
address change; or (c) through a posting through the Services.
Physical notices shall be effective when received. Email notices
allowed hereunder shall be deemed given 24 hours after email is
sent, unless the sending party is notified that the email
address is invalid. In addition, we may provide notice by
certified mail, postage prepaid and return receipt requested. In
such case, notice shall be deemed given when received.
Failure to enforce any provision of these Terms shall not
constitute a waiver of any term hereof. No waiver of a breach of
any provision of these Terms shall constitute a waiver of any
prior, concurrent or subsequent breach of the same or any other
provision hereof, and no waiver shall be effective unless
granted in writing and signed by an authorized representative of
us at our director level or above.
You agree that any claim or cause of action arising out of or
related to these Terms or your use of the Services must be filed
within one (1) year after such claim or cause of action arose or
be forever barred.
You may not resell, assign or transfer any of your rights or
obligations under these Terms without our prior written consent.
We may resell, assign or transfer our rights and obligations
under these Terms at any time without restriction and without
notice or consent.
This Agreement shall be binding upon the parties and their
successors and permitted assigns.