TERMS OF SERVICE
The following terms and conditions (the “Terms”) govern your access to, and use of, the Video Platform’s cloud-based video creation and management Service software and related code, documentation, features, and services, as well as any fixes, updates or upgrades thereto (collectively, the “Service”). Therefore, please read these Terms carefully since they set out the legal rights and obligations between you and our company. (together with our respective affiliates and subsidiaries, “we”, “our” or “us”) with respect to the subject matter hereof.
YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SERVICE (OR ANY PART THEREOF) MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.
We make the Service available under these Terms to those of our customers (“Customers”, “you”, or “your”). The Service may be used for the creation, design, generation and delivery of HTML5 works through any third party platform, and our Customers’ respective authorised personnel (“Customer Users”), agents and representatives, such as advertising agents (such agents and representatives, collectively, “Agents”).
We reserve the right, at our discretion, to modify these Terms at any time by sending an email to our Customers or by publishing the modified Terms on this page. Such modification(s) will be effective ten (10) days following such notification or publication, and your use of any part of the Service thereafter means that you accept those modifications and the new version of these Terms. When we modify these Terms, the “Last Updated” date above will be updated to reflect the date of the most recent version. We encourage you to review these Terms periodically.
In order to access and use the Service you will first need to register an account (“Account”) by loggin in with either Facebook or Linkedin oAuth. You acknowledge and agree that we have the ability, but not the obligation, to access your Account in order to provide support, maintenance, improvement, business, and/or security-related services. You are solely responsible for (a) protecting your Account; and (b) any and all activities that occur under or through your Account. You must notify us immediately if you become aware of, or suspect, any security breach or unauthorized access to your Account. If you allow a third party to access your Account on your behalf, you are responsible for ensuring that such third party has consented to, and complies with, these Terms. If you wish to cancel your Account, you must contact our support desk to request such cancellation. Please be aware, however, that once your Account has been cancelled (i) you will lose all access to and use of the Service and any data or information stored in your Account; and (ii) you may still be subject to these Terms, as further described in Section 16 (Termination and Survival) below.
Access and Restrictions.
Subject to your compliance with these Terms, we hereby grants you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable right to remotely access and use the Service. As a condition to the foregoing you agree not (and shall not allow any third party) to: copy, distribute, rent, lease, lend, use for timesharing or service-bureau services, commercially host, export, modify, adapt, translate, enhance, customize, or otherwise create derivative works of, the Service or any part thereof;
reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of, the Service or any part thereof, except as expressly permitted by the law in effect in the jurisdiction in which you are located;
remove or modify any proprietary notices, labels or legends on or in the Service;use any automated means to access or use the Service, or circumvent or disable any security or technological features of the Service;
use, post, transmit or introduce any device, code, routine or other item (including without limitation bots, viruses, worms, and Trojan horses) that interferes (or attempts to interfere) with the operation or integrity of the Service;
use the Service to design or develop any product or service that competes with the Service or our business, or use the Service for any unlawful or fraudulent purpose, to breach these Terms, or to infringe or misappropriate any third party intellectual property, privacy, or publicity right;
take any action that imposes or may impose, as determined in our sole discretion, a disproportionately large load on the Service infrastructure;
publicly disclose the results of any Service benchmark (or similar comparison) test, without our express prior written approval;
use the Service in connection with any product or service that are directed at children under the age of 13 (including when you should have been aware of this);
or use the Service in a manner inconsistent with its then-current documentation.
License to Data Interfaces.
As a Customer, you hereby grant us a royalty-free, paid-up, non-exclusive, irrevocable and worldwide license to access, log, retain and use all Consumer Data pertaining to your Account, as well as all other data and content you provide to us, to:
(a) administer and make improvements to the Service, as well as carry out related tasks (such, but not limited to, billing);
(b) collect and analyse Consumer Engagement Data (defined below);
Payments & Refunds.
Your access to and use of the Service is provided at no additional charge to you under these Terms, but is expressly subject to your continued and timely payment in full of all applicable fees, taxes and other charges.
a. We provide a generous free-tier to test our services, and therefore do not entertain any refunds.
b. For services that are under a recurring payment, you can cancel your subscription at any time before the next renewal date. Upon cancellation, your account access will be revoked at the end of the current billing cycle. Your project will stop running and access to such content will be removed. All payments are made in advance of the services delivered.
Your subscription gets renewed automatically every month/year according to the date of first purchase and terms agreed before checkout.
The Service may include tools giving you the opportunity to provide us with feedback data (such as, but not limited to, comments, suggestions, and questions) about the Service (“Feedback”). You agree that all rights, title and interest in and to all Feedback (even if provided to us other than through the Service tools) are and shall remain our sole and exclusive property.
In conjunction with any technical support and extended support to which you may be entitled to, we provide email support for your use of the Service under these Terms only through our support desk. In the event a Customer requires any additional assistance, extended support or other professional services from us, such an arrangement is not possible.
General. All rights not expressly granted under these Terms are hereby reserved by us and/or our licensors. In addition, the rights granted by us to you under these Terms shall terminate immediately upon the earlier of the termination of these Terms (as described in Section 16 below) or your breach of any provision of these Terms.
Service. All rights, title and interest in and to the Service and its features (such as, but not limited to, graphics and interface), including all reproductions, corrections, modifications, customisations, enhancements and improvements thereof, as well as all related patent rights, copyrights, trade secrets, trademarks, service marks, goodwill, and intellectual property rights, are and shall remain our sole and exclusive property and/or our licensors.
Both us and you may have access to certain non-public and/or proprietary information of the other, in any form or media, including without limitation trade secrets, technical data, technology, know-how, software codes and designs, price lists, and developments (“Confidential Information”). You acknowledge and agree that the Service is or contains Confidential Information of our company. Each party shall take measures at least as protective, but in no event less than a reasonable standard, as those taken to protect its own Confidential Information, to safeguard the Confidential Information of the other party from unauthorised disclosure and use. You may only use our Confidential Information to the extent explicitly granted under these Terms (if any), and you may only disclose our Confidential Information to your employees who have a need to know such Confidential Information and who are subject to written confidentiality undertakings at least as protective of our Confidential Information as set forth herein. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the party disclosing it hereunder. In the event that either you or we (the “Recipient”) are required by law, regulation, judicial order or other administrative or legal requirement to disclose the disclosing party’s (the “Discloser”) Confidential Information, the Recipient agrees to notify the Discloser immediately in writing, unless otherwise prohibited by such law, regulation, order or requirement. Upon termination of these Terms (as described in Section 16 below), each party shall promptly return or destroy all Confidential Information of the other party and, upon request, certify same in writing.
Compliance with Laws. You agree to comply with all applicable international, national, state, regional and local laws and regulations in accessing and/or using the Service (or any part thereof) and in performing your obligations and exercising your rights under these Terms, including without limitation laws relating to privacy, data protection, and exports.
Representations and Warranties.
You hereby represent and warrant that (a) you possess and shall maintain all rights, licenses and consents required to license to us the Consumer Data Interfaces on the terms described in Section 5 above and that such license does not infringe or misappropriate the intellectual property, privacy, and/or publicity rights of any third party; (b) you possess and shall maintain all governmental and administrative licenses, permits and approvals necessary to use the Service and to perform your obligations and exercise your rights under these Terms; and (c) all Interfaces will (i) be free from any viruses, Trojan horses, worms, or other malicious code or items, (ii) not contain obscene language, pornography (or other adult-only content), defamatory, racist or similar content, (iii) not constitute a tort against any third party, and/or (iv) not infringe or misappropriate the intellectual, privacy or publicity rights of any third party.
Termination and Survival.
By us. You acknowledge and agree that we may at any time, for any reason, and without notice to you: (a) discontinue or modify any aspect of the Service; and/or (b) suspend or terminate your, or general, access to the Service (or any part thereof), and in such an event we shall not be liable to you or any third party for any loss, damage, or injury resulting or arising therefrom. Our termination of your, or general, access to, the Service shall constitute our termination of the Terms, and any Account you may have shall become cancelled upon such termination (except for a thirty (30) day period thereafter during which we will, upon your written request, grant you temporary access to your Account in order to retrieve any Consumer Data and/or Interfaces therein).
By You. If you object to any term or condition of these Terms, or become dissatisfied with the Service in any way, your only recourse and sole remedy is to cancel your Account (“Account Cancellation”) and immediately cease using the Service. Cancelling your Account shall constitute your termination of the Terms. You agree, however, that any Account Cancellation shall not derogate from any payment obligations you may have toward us under these Terms.
Survival and Effect of Termination.
Sections 5, 6, 11, 12, 15, 16, 17, 18, 20, 21, and 22 shall survive any termination of these Terms. Upon any termination of these Terms all rights granted to you under these Terms shall become immediately revoked, and you undertake to immediately cease all use of the Service.
Disclaimer of Warranties.
You assume all responsibility for the selection of the Service to achieve your intended results. You also acknowledge and agree that the below exclusions and disclaimers are an essential part of these Terms. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply. References below to the “Service” include the Service as a whole as well as each part thereof.
THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOU ACKNOWLEDGE THAT THERE ARE NO REPRESENTATIONS, WARRANTIES OR CLAIMS OF ANY KIND MADE BY US WITH RESPECT TO THE SERVICE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE, OR OTHERWISE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.
WE DO NOT WARRANT THAT THE SERVICE WILL OPERATE UNINTERRUPTED, ERROR FREE, ACCORDING TO YOUR NEEDS, OR THAT DEFECTS WILL BE CORRECTED. WE DO NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION OR CLAIM REGARDING ANY CONTENT, MATERIALS, INFORMATION, OR RESULTS THAT YOU CREATE OR OBTAIN THROUGH THE SERVICE (SUCH AS THE LIKELIHOOD OF INCREASING CONSUMER RETENTION, ENGAGEMENT OR REVENUES). YOUR USE OF, AND RELIANCE UPON, THE SERVICE, IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND WE SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU IN CONNECTION WITH ANY OF THE FOREGOING.
YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE OR LIABLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, SYSTEM FAILURE, OUTAGES, TRAFFIC CONGESTION, OVERLOAD OF OUR OR OTHER SERVERS, OR OTHER EVENTS BEYOND OUR REASONABLE CONTROL.
Limitation of Liability.
NOTWITHSTANDING ANY OTHER PROVISION IN THESE TERMS, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: WE WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND, OR FOR YOUR, OR ANY THIRD PARTY’S, LOSS OF PROFITS, REVENUES, BUSINESS OPPORTUNITY, OR DATA, ARISING OUT OF THESE TERMS OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE, THE Service (OR ANY PART THEREOF), WHETHER BASED ON A CLAIM OR ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE) STRICT LIABILITY, BREACH OF STATUTORY DUTY, OR OTERHWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
OUR AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS AND/OR DAMAGES UNDER THESE TERMS OR IN CONNECTION WITH THE USE OF, OR INABILITY TO USE, THE SERVICE (OR ANY PART THEREOF), SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO US (IF ANY) HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO BRINING THE CLAIM.
You agree to defend and hold us harmless, our directors, officers, employees, agents and partners (each, an “Indemnified Party” from and against any and all third-party claims, demands, actions and/or proceedings based upon or arising out of (i) your use of the Service (or any part thereof), (ii) your breach of any of these Terms, and/or (iii) your violation of a third party right or applicable law or regulation (each, a “Claim”), and you agree to indemnify and pay the Indemnified Party for any and all damages, obligations, losses, liabilities, penalties, fines, costs and expenses (including but not limited to reasonable attorneys’ fees) incurred by the Indemnified Party in connection with the Claim, or in the settlement or avoidance of the Claim. We will notify you of any Claim that is subject to the foregoing obligation. The Indemnified Party shall cooperate in any defense and settlement and may participate in such defense at its own expense. You agree not to enter into any settlement of, or admit any wrongdoing under, any Claim without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld.
U.S. Government Rights.
If the use of the Service is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-2 (for Department of Defense acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-Department of Defense acquisitions), the Government’s rights in the Service, including its rights to use, modify, reproduce, release, perform, display or disclose the Service (or any part thereof), will be subject in all respects to the commercial license rights and restrictions provided under these Terms.
You agree that we may use your company logo on our customer list and website to disclose that you are a licensee and customer.
You may not assign these Terms, delegate any duty or assign any right hereunder without our prior express written consent. Any such attempted assignment or delegation that does not comply with the foregoing shall be null and void. We may assign or transfer these Terms, delegate any duty and/or assign any right hereunder to any third party. These Terms will bind and benefit the respective successors and assigns of the parties hereto.
Entire Agreement. These Terms, together with any annexes, schedules and/or exhibits attached hereto, constitute the entire agreement between you and us with respect to the subject matter hereof, and supersede any prior or contemporaneous agreements or understandings between you and us.
The relationship between you and us is solely that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, employment or agency relationship.
These Terms shall be governed by, and construed in accordance with, the laws of Hong Kong, without regard to their conflicts of law rules and principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to, and is expressly excluded from, these Terms.
Jurisdiction and Venue. You agree that any action, proceeding, controversy or claim (each, a “Dispute”) under or arising out of these Terms, between you and us, shall be brought and resolved only in the courts located in Hong Kong, Hong Kong, and you hereby irrevocably submit to the personal jurisdiction and venue of such courts with respect to a Dispute. Notwithstanding the foregoing, equitable relief may be sought in any court of competent jurisdiction.
Equitable Relief. You acknowledge that a breach, threatened breach, and/or intended breach by you of certain provisions under these Terms (including without limitation Sections 4, 10, and 11) will result in irreparable injury and harm to us for which there may be no adequate remedy at law, and that we shall be entitled to appropriate equitable relief (including, without limitation, preliminary and permanent injunctions) in any court of competent jurisdiction.
In the event any provision of these Terms is ruled to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired, and a valid, legal and enforceable provision of similar legal intent and economic impact shall be substituted therefor.
Section headings used in these Terms are inserted for convenience only and shall not be used in the interpretation of these Terms.
No failure or delay on the part of either party hereto in exercising any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy. Any waiver granted hereunder must be in writing and shall be valid only in the specific instance in which given.