VIDERI TERMS OF USE
- Accepting the Website Terms of Use
These Terms are between you and Videri (“Videri”, “us”, “we”, “our”) concerning all information, tools, and services available on or through this site, located at www.videri.com, and all associated sites linked to www.videri.com by Videri, its subsidiaries and affiliates, to you, the user (“you”, “your”). Please read these Terms of Use (“Terms of Use”, “Terms”) carefully before accessing or using our website.
BY USING THE SITE, YOU AGREE TO THESE TERMS OF USE; IF YOU DO NOT AGREE, DO NOT USE THE SITE. By visiting the site, accessing or using information, tools and services available on this site (collectively, the “Service”) you agree to be bound by these Terms, Privacy Policy and Cookie Policy. These Terms of Use give you specific legal rights, and you may also have other legal rights in addition, which vary from country to country.
Videri reserves the right, at its sole discretion, to change, modify, add or remove portions of these Terms of Use, at any time. It is your responsibility to check these Terms of Use periodically for changes. Any changes to these Terms of Use will be effective immediately upon the posting of the revised Terms of Use on our Site. Your continued use of or access to any part of the Service following the posting of any changes constitutes acceptance of those changes. As long as you comply with these Terms of Use, Videri grants you a personal, non-exclusive, non-transferable, limited privilege to enter and use the Site.
- Your Privacy
Please review Videri’s Privacy Policy, which explains how we collect and use certain information that you submit to Videri. Videri’s Privacy Policy applies to use of this site, and its terms are made a part of these Terms of Use by this reference. To view Videri’s Privacy Policy, click here. Additionally, by using the site, you acknowledge and agree that Internet transmissions are never completely private or secure. You understand that any message or information you send to the site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.
- Your Use of Our Website
The information and content on the Services including, but not limited to logos, graphics, video, images, product information, designs, copy, and other third party content, and the trademarks, logos, domain names, trade names, service marks and trade identities; any and all copyrightable material (including source and object code); and all other materials related to the Web Sites, including, without limitation, the “look and feel” of the Web Sites (collectively, “Videri Content”), are protected by applicable U.S. copyright laws, international conventions, other applicable copyright laws, U.S. trademark laws, and other proprietary (including, but not limited to, intellectual property) rights and are owned or controlled by Videri, its subsidiaries, affiliates or its licensors. All Videri Content contained on the Site is owned, controlled or licensed by or to Videri, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.
Except as specifically provided herein, you have no other rights in the Service or any Videri Content and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance, or in any way exploit any of the Service or Videri Content in any manner, without the prior express written permission of Videri. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Videri’s names, logos, product and service names, trademarks or services marks, or those of Videri’s licensors.
You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the site or any content, or in any way reproduce or circumvent the navigational structure or presentation of the site or any content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the site. Videri reserves the right to bar any such activity. You may not attempt to gain unauthorized access to any portion or feature of the site, or any other systems or networks connected to the site or to any Videri server, or to any of the Services offered on or through the site, by hacking, password “mining” or any other illegitimate means.
You may not probe, scan or test the vulnerability of the site or any network connected to the site, nor breach the security or authentication measures on the site or any network connected to the site. You may not reverse look-up, trace or seek to trace any information on any other user of or visitor to the site, or any other customer of Videri, including any Videri account not owned by you, to its source, or exploit the site or any Service or information made available or offered by or through the site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the site.
You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the site or Videri’s systems or networks, or any systems or networks connected to the site or to Videri.
You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the site or any transaction being conducted on the site, or with any other person’s use of the site.
You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Videri on or through the site or any service offered on or through the site. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
You may not use the site or any Videri Content for any purpose that is unlawful or prohibited by these Terms of Use, or to solicit the performance of any illegal activity or other activity which infringes the rights of Videri or others.
Videri’s obligations, if any, with regard to its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on this site should be construed to alter such agreements.
Videri may make changes to any products or services offered on the site, or to the applicable prices for any such products or services, at any time, without notice. The materials on the site with respect to products and services may be out of date, and Videri makes no commitment to update the materials on the site with respect to such products and services.
Certain features or services offered on or through the site may require you to open an account (including setting up an account ID and password). You are entirely responsible for maintaining the confidentiality of the information you hold for your account, including your password, and for any and all activity that occurs under your account as a result of your failing to keep this information secure and confidential. You agree to notify Videri immediately of any unauthorized use of your account or password, or any other breach of security. You may be held liable for losses incurred by Videri or any other user of or visitor to the site due to someone else using your ID, password or account as a result of your failing to keep your account information secure and confidential.
You may not use anyone else’s ID, password or account at any time without the express permission and consent of the holder of that ID, password or account. Videri cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations.
- Your Use of Third-Party Services
The Service may be linked to other websites or services that are not controlled or maintained by Videri (collectively, “Third-Party Sites”). Certain areas of the Service may allow you to interact with such Third-Party Sites and, in certain situations, you may be transferred to a Third-Party Site through a link but it may appear that you are still using a part of the Service. You acknowledge and agree that the Third-Party Sites may have different privacy policies and terms and conditions than Videri, and you further acknowledge and agree that your use of such Third-Party Sites is governed by the respective Third-Party Site’s privacy policy and terms. Videri may provide links to Third-Party Sites to you as a convenience, and we do not verify, make any representations or take responsibility for such Third-Party Sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed and/or any other activities conducted on or through such Third-Party Sites. In no event shall Videri be responsible or liable for any products or services of such third-party providers and does not endorse the content of such Third-Party Sites, including any information or materials contained on such Third-Party Sites.
Additional terms and conditions may apply to purchases of goods or services and to specific portions or features of Third-Party Sites. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. If there is a conflict between these Terms of Use and the terms posted for or applicable to a specific portion of the site or for any service offered on or through the site, the latter terms shall control with respect to your use of that portion of the Third-Party Site or the specific service.
- Feedback
If you send or transmit any communications, comments, questions, suggestions, or related materials to Videri, whether by letter, email, form, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Service, including, without limitation, new features or functionality, all such Feedback is, and will be treated as, non-confidential and nonproprietary. You hereby assign all right, title, and interest in, and Videri is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback.
- Intellectual Property & Copyright Infringement
Videri and third-party trademarks and service marks may or may not be designated as such from time-to-time through the SM, TM or ® symbols. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any copying, reproduction, uploading, posting, public display, distribution, modification, retransmission, encoding, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license. Videri respects copyright law and expects its users to do the same. If you believe your copyrighted material unlawfully appears on our website you may send a Videri a notice at legal@videritransfer.flywheelsites.com.
- Disclaimer of Warranties and Indemnification
YOUR USE OF THIS SITE AND THIS SERVICE IS AT YOUR OWN RISK. VIDERI DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF OUR SITE OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR- FREE, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE WILL PROVIDE SPECIFIC RESULTS. THE SITE, ITS CONTENT, AND THE SERVICE ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS. THE SITE, SERVICE, VIDERI CONTENT AND USER CONTENT HAVE NOT BEEN VERIFIED OR AUTHENTICATED IN WHOLE OR IN PART BY VIDERI, AND THEY MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL OR OTHER ERRORS. VIDERI DOES NOT WARRANT THE ACCURACY OR TIMELINESS OF THE VIDERI CONTENT CONTAINED ON THIS SERVICE AND VIDERI HAS NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN THE VIDERI CONTENT OR USER CONTENT, WHETHER PROVIDED BY VIDERI, OUR LICENSORS, SUPPLIERS, OR OTHER USERS. VIDERI CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. VIDERI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. VIDERI DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE AND/OR ANY SERVICES.
You agree to indemnify, defend, and hold harmless Videri and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your (i) use of the Services, including any User Content and Feedback you provide; (ii) breach of these Terms of Use or the documents they incorporate by reference, or (iii) your violation of any law or the rights of a third-party. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Videri, and you agree to cooperate with our defense of such claims. You agree not to settle any such claims without Videri’s prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
- Our Limitation of Liability
Nothing in these Terms (including anything specified in this “Our Limitation of Liability” provision) shall attempt to exclude or limit liability that cannot be excluded or limited under applicable law. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE ABOVE DISCLAIMER OF WARRANTIES, IN NO CASE SHALL (A) VIDERI, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUPPLIERS, SERVICE PROVIDERS, OR LICENSORS BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR PURCHASE OF PRODUCTS OR DISPLAYING, COPYING, OR DOWNLOADING ANY CONTENT TO OR FROM THE SERVICE, EVEN IF VIDERI KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; (B) VIDERI, OUR DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SUPPLIERS, SERVICE PROVIDERS, OR LICENSORS BE LIABLE FOR ANY INJURY, LOSS, CLAIM, OR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF DATA, REPLACEMENT COSTS, OR ANY SIMILAR DAMAGES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, ARISING FROM YOUR USE OF THE SERVICE OR RELATED IN ANY WAY TO YOUR USE OF THE SERVICE, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SERVICE OR ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, EVEN IF VIDERI KNEW OR SHOULD HAVE KNOWN OF THEIR POSSIBILITY. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY THIRD-PARTY SITES. YOUR SOLE REMEDY AGAINST VIDERI FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
- Termination
These Terms will remain in full force and effect so long as you continue to access or use the Services, or until terminated in accordance with the provisions of these Terms. If in our sole judgment you fail, or we reasonably suspect that you have failed, to comply with any term or provision of these Terms of Use, we may either (i) suspend your access to our Services (or any part thereof); or (ii) terminate this agreement at any time upon notice to you and you will remain liable for all amounts due up to and including the date of termination. You agree that Videri may, in its sole discretion and without prior notice, terminate your access to the site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the site or any service offered on or through the site, or (4) unexpected technical issues or problems.
You also agree that any violation by you of these Terms of Use will constitute an unlawful and unfair business practice, and will cause irreparable harm to Videri, for which monetary damages would be inadequate, and you consent to Videri obtaining any injunctive or equitable relief that Videri deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies Videri may have at law or in equity.
If Videri does take any legal action against you as a result of your violation of these Terms of Use, Videri will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Videri. You agree that Videri will not be liable to you or to any third party for termination of your access to the site as a result of any violation of these Terms of Use.
- Violation of These Terms of Use
Videri may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Videri’s rights or property, or the rights or property of visitors to or users of the site, including Videri’s customers. Videri reserves the right at all times to disclose any information that Videri deems necessary to comply with any applicable law, regulation, legal process or governmental request. Videri also may disclose your information when Videri determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.
You acknowledge and agree that Videri may preserve any transmittal or communication by you with Videri through the site or any Service offered on or through the site, and may also disclose such data if required to do so by law or Videri determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms of Use, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of Videri, its employees, users of or visitors to the site, and the public.
- Other Terms
Videri is a U.S. company and subject only to U.S. laws and jurisdiction, as of the date of these terms, these Terms of Use (and any other terms, policies, or guidelines that we provide to you) are only available in English. Videri controls and operates its Service from its headquarters in the United States and the Videri Content and products offered through the Service may not be appropriate or available for use in other locations. Videri reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product or service to any person or geographic area. Any offer for any feature, product or service made on the site is void where prohibited. If you use this Service outside the United States of America, you are solely responsible for following applicable local laws.
You agree that all matters relating to your access to or use of the site, including all disputes, will be governed by the laws of the United States and by the laws of the State of New York without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in New York County, New York, and waive any objection to such jurisdiction or venue. The preceding provision regarding venue does not apply if you are a consumer based in the European Union. If you are a consumer based in the European Union, you may make a claim in the courts of the country where you reside. Any claim under these Terms of Use must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred. Claims made under the separate terms and conditions of purchase for goods and services are not subject to this limitation. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between Videri and you arising out of or in connection with your use of the site, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.
In the event that any provision of these Terms of Use is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Use. Such determination shall not affect the legality, validity, and enforceability of any other remaining provisions.
You may not use or export or re-export any Videri Content or any copy or adaptation of such Videri Content, or any product or service offered on the site, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations.
A failure or delay by us to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use and any policies or operating rules posted by us on this site or in respect to the Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Use). Videri will not accept any counter-offers to these Terms of Use, and all such offers are hereby categorically rejected. The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms. These Terms of Use shall not be interpreted or construed to confer any rights or remedies on any third parties.
This site may contain references or cross references to Videri products, programs and services that are not announced in your country. Such reference does not imply that Videri intends to announce such products, programs or services in your country.
- Changes to These Terms
These Terms are current as of the date noted below. Videri may at its discretion modify, update, add to, discontinue, remove or otherwise change these Terms and Conditions at any time. If we make any changes that materially affect our practices, we will provide you with notice of such change by updating the ‘Last Updated’ date below on our site.
- Contact Us
If you have any questions about our Terms, you may contact us at legal@videritransfer.flywheelsites.com or by mail at: Videri, Attn: Legal Department, 19 West 34th Street, Suite 1000, New York, NY 10001
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