LOGINVideoGenie, Inc Terms and Conditions Agreement
May 26, 2011
VideoGenie, Inc (“VideoGenie” or “we”) operates VideoGenie.com, which is an online web portal which allows individuals to upload videos in response to certain corporate sponsored marketing campaigns (collectively, the “Contributors”). We allow Contributors to enter into contests, sweepstakes, promotions, marketing campaigns and other events or activities (a “Campaign”) that are sponsored by third party corporate entities (the “Client”) (collectively, the "VideoGenie Services"). The services offered by VideoGenie include any VideoGenie-branded URL (the "VideoGenie Website"), and The VideoGenie Services are hosted in the United States. When you upload a video in response to a Campaign you agree to these Terms and Conditions. VideoGenie collects all Content (for a specific Campaign) and then transmits the Content to the Client for review. The Client has the final say on which Content they use in their respective Campaigns. The goal of VideoGenie is to capture authentic consumer testimonials and provide this Content to the Client. Our Clients are allowed to place the VideoGenie embeddable player on any website provided that the website is controlled or owned by the Client and that the placement of the embeddable player on the website does not violate Applicable Law (as defined below) or the rights of a third party.
This Terms and Conditions Agreement, as may be modified from time to time, ("Agreement") constitutes legally binding terms and applies to your use of the VideoGenie Services. By accessing and/or using the VideoGenie Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the VideoGenie Services, including, without limitation, through a mobile or other wireless device, or otherwise use the VideoGenie Services without being registered) or you are a "Contributor" (which means that you have registered with VideoGenie) and have uploaded a video. The term "User" refers to a Visitor or a Contributor. You are authorized to use the VideoGenie Services (regardless of whether your access or use is intended) only if you agree to abide by all applicable laws, rules and regulations (“Applicable Law”) and the terms of this Agreement. In addition, in consideration for becoming a Contributor and/or making use of the VideoGenie Services, you must indicate your acceptance of this Agreement during the registration process. As a Visitor or a Contributor you have entered the VideoGenie Website by responding to a solicitation by the Client which may take many forms, such as by (i) clicking on a URL on a Client sponsored website, (ii) clicking on a URL in a Client e-mail or (iii) entering the URL which you may see on a physical Client solicitation (such as cards or fliers). These solicitations from the Client to you shall be made pursuant to Applicable Law.
VideoGenie reserves the right to modify this Agreement at any time and from time to time, and each such modification shall be effective upon posting on the VideoGenie Services. All material modifications will apply prospectively only. Your continued use of the VideoGenie Services following any such modification constitutes your agreement to be bound by and your acceptance of the Agreement as so modified. It is therefore important that you review this Agreement regularly. If you do not agree to be bound by this Agreement and to abide by all Applicable Law, you must discontinue use of the VideoGenie Services immediately. You may receive a copy of this Agreement by contacting us at accounts@videogenie.com.
1. Eligibility.
Use of the VideoGenie Services and registration to be a Contributor for the VideoGenie Services (“Membership”) is void where prohibited. By using the VideoGenie Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the VideoGenie Services does not violate any Applicable Law. Your profile may be deleted and your Membership may be terminated without warning, if we believe that you are under 18 years of age, if we believe that you are under 18 years of age and you represent yourself as 18 or older.
2. Term.
This Agreement, and any posted revision to this Agreement, shall remain in full force and effect while you use the VideoGenie Services or are a Contributor. You may terminate your Membership at any time, for any reason, by following the instructions on the Contributor's Account Information page. VideoGenie may terminate your Membership at any time, for any or no reason, with or without prior notice or explanation, and without liability. Furthermore, VideoGenie reserves the right, in its sole discretion, to reject, refuse to transmit to clients or remove any video (collectively, the “videos”) by you, or to deny, restrict, suspend, or terminate your access to all or any part of the VideoGenie Services at any time, for any or no reason, with or without prior notice or explanation, and without liability. In addition, VideoGenie reserves the right, in its sole discretion, to reassign or rename your profile URL. VideoGenie expressly reserves the right to remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the VideoGenie Services if VideoGenie determines, in its sole discretion, that you have violated this Agreement or pose a threat to VideoGenie, its employees, business partners, Users and/or the public. Even after Membership is terminated, this Agreement will remain in effect, including, without limitation, Sections 5-18.
3. Fees.
Currently, use of the VideoGenie Website is free. VideoGenie may, in the future, charge for access to and use of the VideoGenie Website. Is such case, all Contributors will be notified in advance of such change.
4. Information Collected from Contributor.
When you sign up to become a Contributor, you will also be asked to provide, at least, the following information: name, date of birth, address, email address. Some Clients may request additional information. All requested information is mandatory prior to You uploading a video. It is Your individual choice to provide the requested information. If You choose to not provide the requested information then you will not be able to upload a video. You are entirely responsible for maintaining the confidentiality of the information that you provide. You agree not to use the account, username, email address or password of another Contributor at any time or to disclose your information to any third party. You agree to notify VideoGenie immediately if you suspect any unauthorized use of your account or access to your confidential information. You are solely responsible for any and all use of your account.
5. Use by Contributors.
The VideoGenie Services are for the use of Contributors and may not be used for commercial purposes. VideoGenie reserves the right to remove commercial content in its sole discretion. Illegal and/or unauthorized use of the VideoGenie Services, including, without limitation, collecting usernames, user id numbers, and/or email addresses of Contributors by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the VideoGenie Services, or employing third party promotional sites or software to promote profiles for money, is prohibited. Commercial advertisements, affiliate links, and other forms of unauthorized data collection or solicitation may be removed from Contributor profiles without notice or explanation and may result in termination of Membership privileges. VideoGenie reserves the right to take appropriate legal action, including, without limitation, referral to law enforcement, for any illegal or unauthorized use of the VideoGenie Services.
6. Proprietary Rights in Content on VideoGenie.
6.1 Every Contributor agrees that the moment a video is uploaded that the Contributor automatically relinquishes and assigns any and all ownership rights and licensed rights in the videos (collectively, "Content") that You transmit, submit, display or publish (“post”) on, through or in connection with the VideoGenie Services. By posting any Content on, through or in connection with the VideoGenie Services, You hereby assign to VideoGenie full and complete ownership rights to the Content. VideoGenie has full rights to use, modify, delete from, add to, publicly perform, publicly display, reproduce, and distribute such Content in any media formats and through any media channels, including, without limitation, through the VideoGenie Services to applications, widgets, websites or mobile, desktop or other services which are linked with Your VideoGenie account (collectively, “Linked Services”).
6.2 You represent and warrant that you own the Content uploaded by You on, through or in connection with the VideoGenie Services, or otherwise have the right to assign full ownership rights in the Content to VideoGenie. In addition, You warrant that the Content does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity or that You have an unrestricted, transferable license to include any people or entities depicted in the Content, and You hereby assign such license to the Company. You will assist the Company or its assigns in every proper way (but at the Company's expense) to obtain and from time to time enforce patents, copyrights or other rights based on the Content in any and all countries, and to that end You will execute all appropriate documents necessary to allow VideoGenie to perfect its ownership rights in the Content. This obligation shall continue beyond the termination of these Terms of Service, but VideoGenie shall then compensate You at a reasonable rate for time spent. If VideoGenie is unable for any reason whatsoever to secure Your signature to any such document (including renewals, extensions, continuations, divisions or continuations in part), You hereby irrevocably designate and appoint VideoGenie and its duly authorized officers and agents, as Your agents and attorneys-in-fact to act for and in Your behalf and instead of Yourself, but only for the purpose of executing and filing any such documents and doing all other lawfully permitted acts to accomplish the foregoing with the same legal force and effect as if done by the User individually.
6.3 VideoGenie performs technical functions necessary to offer the VideoGenie Services, including, but not limited to, the technical processing and transmission of Content to Clients for review, and transcoding and/or reformatting Content to allow its use throughout the VideoGenie Services.
7. Content Posted.
Please choose carefully the videos that you upload on, through or in connection with the VideoGenie Services. Once you have uploaded a video you will have the opportunity to review that video, as often as you like, before You submit the video. Your VideoGenie profile may not include any form of Prohibited Content, as outlined in Section 8 below. Despite this prohibition, information, materials, products or services provided by other VideoGenie Contributors (for instance, in their profiles) or Linked Services may, in whole or in part, be unauthorized, impermissible or otherwise violate this Agreement, and VideoGenie assumes no responsibility or liability for this material. If you become aware of misuse of the VideoGenie Services by any person or Linked Service, please click on the "Contact VideoGenie” or the “Report Abuse” link at the bottom of the VideoGenie Website pages.
7.1 VideoGenie may reject, refuse to post or delete any Content for any or no reason, including, but not limited to, Content that in the sole judgment of VideoGenie violates this Agreement or which may be offensive, illegal or violate the rights of any person or entity, or harm or threaten the safety of any person or entity. VideoGenie assumes no responsibility for monitoring the VideoGenie Services for inappropriate Content or conduct. If at any time VideoGenie chooses, in its sole discretion, to monitor the VideoGenie Services, VideoGenie nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.
7.2 You represent and warrant that for all Content uploaded or otherwise submitted by You in connection with the VideoGenie Services: (i) You currently use the product or service described in the Content; (ii) the Content reflects Your and any other person appearing in the Content’s honest opinions, findings, beliefs and experience about or with the product or service described in the Content; (iii) You did not create the Content on behalf of your employer, any organization, or anyone other than Yourself; (iv) You are not an Expert in regard to the product or service described in the Content (an “Expert” is “an individual, group, or institution possessing, as a result of experience, study, or training, knowledge of a particular subject, which knowledge is superior to what ordinary individuals generally acquire”); (v) if you have a material connection to the Client (such as being an employee of the Client or receiving any payment or benefit from the Client in connection with creating the Content), You have disclosed such material connection in the Content.
7.3 You are solely responsible for the Content that upload, through or in connection with any of the VideoGenie Services, and any material or information that you transmit to other Contributors and for your interactions with other Users.
8. Content/Activity Prohibited.
The following are examples of the kind of Content that is illegal or prohibited to upload on, through or in connection with the VideoGenie Services. VideoGenie reserves the right to investigate and take appropriate legal action against anyone who, in VideoGenie's sole discretion, violates this provision, including, without limitation, removing the offending Content from the VideoGenie Services, terminating the Membership of such violators and/or reporting such Content or activities to law enforcement authorities. Prohibited Content includes, but is not limited to, Content that, in the sole discretion of VideoGenie:
8.1 is patently offensive or promotes or otherwise incites racism, bigotry, hatred or physical harm of any kind against any group or individual;
8.2 harasses or advocates harassment of another person;
8.3 exploits people in a sexual or violent manner;
8.4 contains nudity, excessive violence, or offensive subject matter or contains a link to an adult website;
8.5 solicits or is designed to solicit personal information from anyone under 18;
8.6 publicly posts information that poses or creates a privacy or security risk to any person;
8.7 constitutes or promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
8.8 constitutes or promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated music or links to pirated music files;
8.9 involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";
8.10 contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page) unless otherwise authorized;
8.11 furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to, making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
8.12 solicits or is designed to solicit passwords or personal identifying information for commercial or unlawful purposes from other Users;
8.13 involves commercial activities and/or sales without prior written consent from VideoGenie such as contests, sweepstakes, barter, advertising, or pyramid schemes;
8.14 includes a photograph, video, name, likeness, or other aspect of identity of another person that you have posted without that person's consent;
8.15 for band, comedy, filmmaker and other profiles, uses sexually suggestive imagery or any unfair, misleading or deceptive Content intended to draw traffic to the profile; or
8.16 violates or attempts to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person.
The following are examples of the kind of activity that is illegal or prohibited on the VideoGenie Website and through your use of the VideoGenie Services. VideoGenie reserves the right to investigate and take appropriate legal action against anyone who, in VideoGenie's sole discretion, violates this provision, including, without limitation, terminating your Membership and/or reporting such activity or Content to law enforcement authorities. Prohibited activity includes, but is not limited to:
8.17 criminal or tortious activity, including, but not limited to, child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, defamation, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
8.18 advertising to, or solicitation of, any Contributor to buy or sell any products or services through the unauthorized or impermissible use of the VideoGenie Services. You may not transmit any chain letters or junk email to other Contributors. In order to protect our Contributors from such advertising or solicitation, VideoGenie reserves the right to restrict the number of emails which a Contributor may send to other Contributors in any 24-hour period to a number which VideoGenie deems appropriate in its sole discretion. If you breach this Agreement and send or cause to send (directly or indirectly) unsolicited bulk messages, status or mood updates, bulletins or other unauthorized commercial communications of any kind through the VideoGenie Services, you acknowledge that you will have caused substantial harm to VideoGenie, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay VideoGenie $50 for each actual or intended recipient of such unsolicited message, status or mood update, bulletin or other unauthorized commercial communication you send through the VideoGenie Services;
8.19 circumventing or modifying, attempting to circumvent or modify, or encouraging or assisting any other person in circumventing or modifying any security technology or software that is part of the VideoGenie Services;
8.20 activity that involves the use of viruses, bots, worms, or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware, or otherwise permit the unauthorized use of or access to a computer or a computer network;
8.21 modifying, copying, distributing, downloading, scraping or transmitting in any form or by any means, in whole or in part, any Content from the VideoGenie Services other than your Content which you legally post on, through or in connection with the VideoGenie Services;
8.22 providing or using “tracking” or monitoring functionality in connection with the VideoGenie Services, including, without limitation, to identify other Users’ views, actions or other activities on the VideoGenie Services;
8.23 covering or obscuring the banner advertisements and/or safety features (e.g., report abuse button) on your personal profile page, or any VideoGenie page via HTML/CSS or any other means;
8.24 any automated use of the system, such as, but not limited to, using scripts to add friends or send comments, messages, status or mood updates, blogs or bulletins;
8.25 interfering with, disrupting, or creating an undue burden on the VideoGenie Services or the networks or services connected to the VideoGenie Services;
8.26 impersonating or attempting to impersonate VideoGenie or a VideoGenie employee, administrator or moderator, another Contributor, or person or entity (including, without limitation, the use of email addresses associated with or of any of the foregoing);
8.27 for band, comedy, filmmaker and other profiles containing a VideoGenie player, copying the code for your VideoGenie Player and embedding it (or directing others to embed it) anywhere other than in your band profile on VideoGenie;
8.28 using the account, username, or password of another Contributor at any time or disclosing your password to any third party or permitting any third party to access your account;
8.29 selling or otherwise transferring your profile, your email address or URL;
8.30 using or distributing any information obtained from the VideoGenie Services in order to harass, abuse, or harm another person or entity, or attempting to do the same;
8.31 displaying an unauthorized commercial advertisement on your profile, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity through the unauthorized or impermissible use of the VideoGenie Services on behalf of that person, such as placing commercial content on your profile, links to e-commerce sites not authorized by VideoGenie, posting status or mood updates, blogs or bulletins with a commercial purpose, selecting a profile with a commercial purpose as one of your top friends, or sending messages with a commercial purpose;
8.32 relaying email from a third party's mail servers without the permission of that third party;
8.33 using invalid or forged headers to disguise the origin of any Content transmitted to or through VideoGenie’s computer systems, or otherwise misrepresenting yourself or the source of any message or Content;
8.34 using any automated system, including, but not limited to, scripts or bots in order to harvest email addresses or other data from the VideoGenie Website for the purposes of sending unsolicited or unauthorized material;
8.35 engaging in, either directly or indirectly, or encouraging others to engage in, click-throughs generated through any manner that could be reasonably interpreted as coercive, incentivized, misleading, malicious, or otherwise fraudulent; or
8.36 using the VideoGenie Services in a manner inconsistent with any and all Applicable Law.
9. Protecting Copyrights and Other Intellectual Property.
VideoGenie respects the intellectual property of others, and requires that our Users do the same. You may not upload, embed, post, email, transmit or otherwise make available any Content that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. It is VideoGenie’s policy to terminate, in appropriate circumstances, the Membership of infringers.
If you believe your work has been copied and posted on or through the VideoGenie Services in a way that constitutes copyright infringement, please send VideoGenie's Copyright Agent a notification of claimed infringement with all of the following information: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit us to locate the material on the VideoGenie Services (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address; (d) 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) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner's behalf; and (f) your physical or electronic signature. VideoGenie's Copyright Agent for notification of claimed infringement can be reached as follows: Copyright Agent, VideoGenie, Inc, 314 Lytton Avenue, Suite 100, Palo Alto, CA 94301; Phone: (650) 681-8351 FAX (650) 681-8353; Attn: Copyright Agent. VideoGenie's Copyright Agent for notification of claimed infringement can also be reached electronically at copyright@videogenie.com. VideoGenie provides certain tools and technologies to help facilitate copyright owners’ control over their copyrighted works. In order to inquire about the availability of these tools and technologies, please contact VideoGenie’s Copyright Agent at the email address listed.
10. Client Linked Services.
Linked Services created by Clients may be available on, through or in connection with the VideoGenie Services. Linked Services include applications, websites, desktop, wireless, mobile and other services available from Clients which can be installed onto your VideoGenie profile or shared with other Users on the VideoGenie Services or which may link to your VideoGenie account from outside of the VideoGenie Services. Linked Services may use your VideoGenie profile information, friends and/or other profile content on the Linked Service and share activity events between VideoGenie and the Linked Service (depending on the features the Linked Service chooses to make available).
When you engage with a Client Linked Service, you are interacting with the Client, not with VideoGenie. VideoGenie does not control the Client, and cannot dictate their actions. If you choose to use a Client Linked Service, the Linked Service may use and share your data in accordance with the privacy policy of and your privacy settings on such service. In addition, the Client providing the Linked Service may use other parties to provide portions of the application or service to you, such as technology, development or payment services. VideoGenie is not responsible for and makes no warranties, express or implied, as to the Client Linked Services or the providers of such Linked Services (including, but not limited to, the privacy practices thereof). VideoGenie encourages you not to provide any personally identifiable information to any Client Linked Service unless you know and are comfortable with the party with whom you are interacting.
11. Contributor Disputes.
You are solely responsible for your interactions with other VideoGenie Users, Clients, third party developers or any other parties with whom you interact through the VideoGenie Services and/or Linked Services. VideoGenie reserves the right, but has no obligation, to become involved in any way with these disputes.
12. Privacy.
Use of the VideoGenie Services is also governed by our [ADD PRIVACY POLICY LINK], which is incorporated into this Agreement by this reference.
13. Disclaimers.
VIDEOGENIE IS NOT RESPONSIBLE FOR AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE AS TO THE CONTENT OR THE ACCURACY AND RELIABILITY OF THE CONTENT POSTED THROUGH OR IN CONNECTION WITH THE VIDEOGENIE SERVICES OR LINKED SERVICES, BY USERS OF THE VIDEOGENIE SERVICES OR LINKED SERVICES, AND SUCH CONTENT DOES NOT NECESSARILY REFLECT THE OPINIONS OR POLICIES OF VIDEOGENIE. IN ADDITION, VIDEOGENIE IS NOT RESPONSIBLE FOR ANY DAMAGE, INJURY OR LOSS CAUSED BY USERS OF THE VIDEOGENIE SERVICES OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE VIDEOGENIE SERVICES OR LINKED SERVICES. PROFILES AND LINKED SERVICES CREATED AND POSTED BY CONTRIBUTORS ON, THOUGH OR IN CONNECTION WITH THE VIDEOGENIE SERVICES MAY CONTAIN LINKS TO OTHER WEBSITES OR SERVICES. VIDEOGENIE IS NOT RESPONSIBLE FOR THE CONTENT, ACCURACY OR OPINIONS EXPRESSED ON SUCH WEBSITES AND SERVICES, AND SUCH WEBSITES AND SERVICES ARE NOT NECESSARILY INVESTIGATED, MONITORED OR CHECKED FOR ACCURACY OR COMPLETENESS BY VIDEOGENIE. INCLUSION OF ANY LINKED WEBSITE OR SERVICE ON THE VIDEOGENIE SERVICES DOES NOT IMPLY APPROVAL OR ENDORSEMENT OF THE LINKED WEBSITE OR SERVICE BY VIDEOGENIE. WHEN YOU ACCESS THESE THIRD PARTY SITES AND SERVICES, YOU DO SO AT YOUR OWN RISK. VIDEOGENIE TAKES NO RESPONSIBILITY FOR THIRD PARTY ADVERTISEMENTS OR LINKED SERVICES THAT ARE POSTED ON, THROUGH OR IN CONNECTION WITH THE VIDEOGENIE SERVICES OR LINKED SERVICES, NOR DOES IT TAKE ANY RESPONSIBILITY FOR THE GOODS OR SERVICES PROVIDED BY THESE THIRD PARTIES. VIDEOGENIE IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE VIDEOGENIE SERVICES OR LINKED SERVICES. VIDEOGENIE ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY USER OR CONTRIBUTOR COMMUNICATION. VIDEOGENIE IS NOT RESPONSIBLE FOR ANY PROBLEMS OR TECHNICAL MALFUNCTION OF ANY TELEPHONE NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS OR PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, FAILURE OF ANY EMAIL OR PLAYERS DUE TO TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR ON ANY OF THE VIDEOGENIE SERVICES OR LINKED SERVICES OR COMBINATION THEREOF, INCLUDING, WITHOUT LIMITATION, ANY INJURY OR DAMAGE TO USERS OR TO ANY PERSON'S COMPUTER RELATED TO OR RESULTING FROM PARTICIPATION OR DOWNLOADING MATERIALS IN CONNECTION WITH THE VIDEOGENIE SERVICES OR LINKED SERVICES. UNDER NO CIRCUMSTANCES SHALL VIDEOGENIE BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE VIDEOGENIE SERVICES OR LINKED SERVICES, ATTENDANCE AT A VIDEOGENIE EVENT, FROM ANY CONTENT POSTED ON OR THROUGH THE VIDEOGENIE SERVICES OR LINKED SERVICES, OR FROM THE CONDUCT OF ANY USERS OF THE VIDEOGENIE SERVICES, WHETHER ONLINE OR OFFLINE. THE VIDEOGENIE SERVICES AND LINKED SERVICES ARE PROVIDED "AS-IS" AND AS AVAILABLE AND TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, VIDEOGENIE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, SECURITY, ACCURACY, THE USE OF REASONABLE CARE AND SKILL, AND NON-INFRINGEMENT, AS WELL AS WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE. WITHOUT LIMITING THE FOREGOING, VIDEOGENIE DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ON THE VIDEOGENIE SERVICES IS ACCURATE, COMPLETE, OR CURRENT OR THAT THE VIDEOGENIE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR ERROR. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS NECESSARY TO ENSURE THAT ANY CONTENT YOU MAY OBTAIN FROM THIS WEB SITE OR THROUGH THE VIDEOGENIE SERVICES IS FREE OF VIRUSES AND ANY OTHER POTENTIALLY DESTRUCTIVE COMPUTER CODE. VIDEOGENIE MAKES NO REPRESENTATION OR WARRANTY ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED IN THE SITE, OR ANY PRODUCTS OR SERVICES OFFERED OR REFERRED TO, ON THIS SITE FOR ANY PURPOSE. VIDEOGENIE CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE VIDEOGENIE SERVICES OR LINKED SERVICES.
14. Limitation on Liability.
IN NO EVENT SHALL VIDEOGENIE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE VIDEOGENIE SERVICES OR LINKED SERVICES, EVEN IF VIDEOGENIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, VIDEOGENIE'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO VIDEOGENIE FOR THE VIDEOGENIE SERVICES DURING THE TERM OF MEMBERSHIP.
15. U.S. Export Controls.
Any software available in connection with the VideoGenie Services (the "Software") is further subject to United States export controls. No software may be downloaded from the VideoGenie Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the software is at your sole risk.
16. Disputes.
The Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to its conflict of law provisions. You and VideoGenie agree to submit to the exclusive jurisdiction of the courts located within the State of California to resolve any dispute arising out of the Agreement or the VideoGenie Services. EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING, BUT NOT LIMITED TO, ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THIS AGREEMENT.
17. Indemnity.
You agree to indemnify and hold VideoGenie, its subsidiaries, and affiliates, subcontractors and other partners, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable attorneys' fees, made by any third party due to or arising out of your use of the VideoGenie Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth in this Agreement and/or any Content that you post on, through or in connection with the VideoGenie Services.
18. Other.
This Agreement is accepted upon your use of the VideoGenie Website or any of the VideoGenie Services and is further affirmed by you becoming a Contributor. Your agreement with VideoGenie will always include this Agreement at a minimum. Your access and use of certain VideoGenie Services may require you to accept additional terms and conditions applicable to such certain VideoGenie Services, in addition to this Agreement, and may require you to download software or other content. The failure of VideoGenie to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. VideoGenie is a trademark of VideoGenie, Inc. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
To contact us regarding any questions about this Agreement, please e-mail any question you may have to feedback@videogenie.com.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.