VideofyMe terms of service
Thank you for using the VideofyMe video service for blogs and other web publishers. These Terms of Service apply to you, a user of our Service, and constitute a binding agreement (“Agreement”) between you, as an individual, and if you are using the service as part of your job responsibilities, the legal entity that you represent, and VideofyMe, Inc. (“VideofyMe”).
Please read all the terms and conditions of this Agreement carefully. By registering for and/or using the Service, you agree that you are bound by the terms and conditions of this Agreement, and you represent and warrant that you have full power, authority and legal capacity to enter into this Agreement. Please contact VideofyMe at firstname.lastname@example.org if you have any questions about this Agreement.
These Terms of Service apply to registered users of the Service as well as any visitors to web sites controlled by VideofyMe that may display Content supplied by registered users. Only registered users, however, have access to full features of the Service.
"Artificial Traffic" means invalid transactions, which may originate (for example and without limitation) from automatic openings, spiders, robots, requests in e-mail or chat rooms, script generators, placing links on other websites, Clicks which are not generated by a browser, and Clicks which are not preceded by an active act of a Visitor who wants to reach a certain website.
“Click” means a click by a Visitor on a link on your Service Offering that serves a linked web site to the Visitor’s browser.
“Content” means the video, pictures, text, information, code and all other content uploaded and otherwise made available by you in connection with the Service.
“Downloaded Software” means client software downloaded by you from the Site that augments your use of the Service, including add-ins, sample code, API’s and ancillary programs.
"Impressions" means the number of times a creative is served to, and received by, a unique Visitor on your Service Offerings as measured by VideofyMe, not including automated page refreshes. Notwithstanding the foregoing, a video creative served with any companion banner shall count as a single Impression as measured by VideofyMe.
“Registration Form” means a web-based or signed paper registration form completed by you when signing up for the Service.
“Service” means the provision by VideofyMe to you of a video service for blogs, in accordance with any Service plans and other options as set forth in the Registration Form. The Service includes the provision on a hosted basis of non-exclusive use and access to proprietary VideofyMe software, and associated hosting and support services as described herein.
“Service Offerings” means the blogs and other internet-enabled services associated with URL’s owned or controlled by you.
“Site” means the web site at www.videofyMe.com and/or such other web site or sites that VideofyMe communicates to you where you may access the Service.
“Software” means VideofyMe’s proprietary software used by VideofyMe to deliver the Service, made available to you as part of the Service, and all updates and associated documentation thereto made available as a part of the Service pursuant to this Agreement. The term “Software” includes the Downloaded Software.
“Traffic” means, collectively, Clicks and Impressions.
“Visitor” means a person who clicks on a link placed on your Service Offering and thereby is connected to a linked web site.
3. The VideofyMe Service.
3.1 Subject to the terms of this Agreement, VideofyMe will provide the Service to you. Your rights to use the Service are non-exclusive and non-transferable. You may use the Service only for your own benefit to provide videos in connection with your Service Offerings.
3.2 As part of the Service, VideofyMe will provide reasonable technical support to you by means of an online support portal.
3.3 VideofyMe will use commercially reasonable efforts to make the Service available on a 24 hours a day, 7 days a week, and 365 days a year basis, subject to Section 14.2 (Force Majeure) below and to downtime for maintenance purposes.
3.4 VideofyMe may from time to time modify the Service and add, change, or delete features of the Service in its sole discretion, without notice to you. Your continued use of the Service after any such changes to the Service constitutes your acceptance of these changes. VideofyMe will use commercially reasonable efforts to post information on the Site regarding material changes to the Service.
3.5 You warrant that all user and other account information provided to VideofyMe by you, whether for purposes of obtaining a user name and password or otherwise, will be accurate and complete. You agree to promptly notify VideofyMe of any changes to your account information. You further acknowledge that you are solely responsible for: (a) all use of the Service made using your user name and password, and (b) maintaining the confidentiality of your user name and password. Only one individual may access the Service at the same time using the same user name and password. You agree to notify VideofyMe immediately of any unauthorized use of your email address, user name or password, or any other breach of security regarding the Service of which you become aware.
3.6 You must be 18 years or older to register and use the Service. If you are under 18 years old, then the registration must be in the name of the parent or authorized guardian who will be fully responsible for all use of the account by any minor.
4.1 You agree to upload your Content to the Service in accordance with this Agreement and all instructions and requirements provided on the Site.
4.2 You represent and warrant that the Content and your Service Offerings: (a) are owned by you; (b) do not infringe or misappropriate any copyright, trademark, trade secret or other intellectual property right; (c) do not violate any person’s right of privacy or publicity; (d) do not contain any unlawful, obscene, pornographic, racist, defamatory or libelous material, (e) do not contain any viruses, trojan horses, spyware, adware, spam, or similar deceptive or destructive code; (f) do not violate any law, rule or regulation; and (g) to the best of your knowledge, are accurate and complete. You also represent and warrant that your disclosure of the Content is not in breach of any obligation of confidentiality that you have to any other person or organization. You are solely responsible for the Content, and acknowledge that VideofyMe has no responsibility or intent to review or monitor any Content.
4.3 You acknowledge and agree that VideofyMe has the full right to deliver ads and otherwise commercialize your Content in conjunction with the Service. You will be entitled to compensation as stated in the Fees section below.
5. Intellectual Property
5.1 You retain ownership of your Content and your Service Offerings. You hereby grant VideofyMe a perpetual, royalty-free, worldwide, transferable, non-exclusive license to copy, use, distribute, disclose, publicly display, and publicly perform your Content in connection with delivering and promoting the Service in any and all formats and platforms, including making Content publicly available on web sites controlled by VideofyMe and for other marketing purposes. You agree that VideofyMe may make minor modifications to the Content to meet platform and other technical requirements.
5.2 You agree that VideofyMe and its licensors own all intellectual property rights in and to the Service, the Software, and the Site, including but not limited to the look and feel, structure, organization, design, algorithms, templates, data models, logic flow, text, graphics, logos, and screen displays associated therewith. You will not reverse engineer, decompile or disassemble the Software, or otherwise attempt to reconstruct or discover the source code for the Software. You further agree not to resell, lease, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party for such third party’s benefit. You may make a single copy of the Downloaded Software for backup purposes only; provided that any such copies contain the same proprietary rights notices that appear on the Downloaded Software. VideofyMe reserves all rights in the Service and Software not expressly granted to you hereunder.
5.3 VideofyMe may derive and compile aggregated and/or analytical information from your usage of the Service. Such aggregated data and metadata may be used for VideofyMe’s own purposes without restriction, including, but not limited to, using such data in conjunction with data from other sources to improve VideofyMe’s products and services and create new products.
5.4 VideofyMe shall have a perpetual, royalty-free, worldwide, and transferable license to use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, or other information provided by you relating to the Service.
6. Additional Service Restrictions.
You warrant and agree not to:
- Violate any local, state, national or international law or regulation in connection with your Service Offerings, your use of the Service, or otherwise use the Service in any way that is in furtherance of criminal, fraudulent, or other unlawful activity;
- Interfere with or disrupt the Service or servers or networks connected to the Service;
- Interfere with or attempt to interfere with any other person’s use of the Service;
- Gain access to or attempt to gain access to any account, computers or networks related to the Service without authorization;
- Use the Service in a manner that results in excessive bandwidth usage, as determined in VideofyMe’s sole discretion; or
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content or communication transmitted through the Service.
7. Copyrights and Infringement
VideofyMe respects the intellectual property of others, and asks you to do the same. It is our policy not to permit Content known by us to be infringing to remain on the Service or any related Site. If you believe in good faith that any Content made available through the Service constitutes copyright infringement of your copyrighted material, please notify us immediately of the infringing Content and provide the following information:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- A description of the copyrighted work that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Site or Service;
- Your address, telephone number, and email address;
- 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; and
- A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Your notice of claim of copyright infringement should be sent by directing an email or letter to the following designated copyright agent:
333 Fayetteville St., Suite 500
Raleigh, NC 27601
8.1 Advertising revenues, net of distribution costs, from advertisements and sponsorships for your Content, for which VideofyMe has sold and received payment, shall be allocated between the VideofyMe and you equally. Subject to the terms below, you will receive payment only after VideofyMe has received payment from the advertisers or sponsors.
8.2 Payment to you shall be made monthly in arrears provided that you have generated valid Traffic and that VideofyMe has received payment from each advertiser with whose the Publisher has earned remuneration.
8.3 Payment will only be made if one month prior to the payment date you are due an amount of at least US $50 and if VideofyMe has received full payment for these transactions. An amount due of less than US $50 will be accumulated to the next payment and will be included in the amount to be paid out at the next payment date, again provided that the minimum amount of at least US $50 is due one month prior to that payment date. All payments are calculated upon revenue received from the Traffic generated up to the end of one month prior to the month of payment. Accumulated amounts do not accrue any interest.
8.4 All payments are subject to withholding and deduction based on applicable taxes of any kind. You are responsible for the payment of all taxes payable on any payments made to you by VideofyMe.
8.5 You agree that payment will be made directly to your PayPal account, unless otherwise specified by VideofyMe on the Registration Form or the Site. You agree to provide as part of your account setup accurate details regarding your PayPal account.
9. Term and Termination
9.1 This Agreement will continue until terminated in accordance with this Section.
9.2 Either party may terminate this Agreement upon thirty (30) days prior written notice with or without cause. If you breach this Agreement, VideofyMe may in its discretion terminate or suspend your use of the Service, with or without notice to you.
9.3 The terms provided in Sections 4, 6, 9, 10, 11, 12, 13, and 14 of this Agreement shall survive any termination of this Agreement.
10. Independent Contractors
10.1 The parties are and intend to be independent contractors with respect to the services contemplated hereunder. You agree that neither you nor any of your employees or contractors shall be considered as having an employee status with VideofyMe. No form of joint employer, joint venture, partnership, or similar relationship between the parties is intended or hereby created.
11. Warranties; Disclaimers
11.1 You and VideofyMe each warrant that they have full authority to enter into this Agreement and are not bound by any contractual or legal restrictions from fulfilling their obligations hereunder.
11.2 The Service may contain features, functionality and information that are provided through or by third-party content, software, web sites, and/or systems (“Third-Party Materials”). Your use and access of these features and functionality are subject to the terms published or otherwise made available by the third-party providers of Third-Party Materials. VideofyMe has no responsibility for any Third-Party Materials, and you irrevocably waive any claim against VideofyMe with respect to such Third-Party Materials.
11.3 VideofyMe does not warrant that the Service will operate without interruption or error-free, or that the Service will be totally secure. To the extent that data is being transmitted over the Internet hereunder, you acknowledge that VideofyMe has no control over the functioning of the Internet, and VideofyMe makes no representations or warranties of any kind regarding the performance of the Internet. You shall be solely responsible for your use of the Service. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, VIDEOFYME MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE OR ANY WARRANTIES ARISING AS A RESULT OF CUSTOMER USAGE IN THE TRADE OR BY COURSE OF DEALING.
You, at your expense, shall indemnify, defend and hold VideofyMe and its officers, directors, owners, employees, and affiliates harmless from and against all liability, damages, injuries, losses, costs and expenses (including attorney’s fees) arising out of or relating to your use of the Service, including but not limited to liability, damages, injuries, losses, costs and expenses arising from any claims relating to: (a) your breach of any representations, warranties, or covenants in this Agreement, (b) your compliance with applicable laws and regulations, and (c) the Content. VideofyMe shall provide you with prompt written notice of any such claim.
13.1 The limit of VideofyMe’s liability (whether in contract, tort, negligence, strict liability in tort, or by statute or otherwise) to you or to any third party concerning performance or non-performance by VideofyMe, or in any manner related to this Agreement or the Service, for any and all claims shall not exceed in the aggregate the fees paid by VideofyMe to you hereunder with respect to the Service at issue during the three (3) months prior to the date that the relevant cause of action accrued.
13.2 In no event shall VideofyMe be liable for special, consequential, incidental, indirect or punitive loss, damage or expenses whether arising in contract or tort (including but not limited to lost profits, loss of data, or the cost of recreating lost data), even if it has been advised of their possible existence.
13.3 The allocations of liability in this Section represent the agreed and bargained-for understanding of the parties and the fees herein reflects such allocation. These limitations of liability will apply notwithstanding any failure of essential purpose of any limited remedy.
14.1 This Agreement shall be interpreted, construed, and governed by the laws of the State of North Carolina, without regard to its conflict of law provisions. Sole jurisdiction and venue for any dispute relating to this Agreement will be in a state or federal court located in Wake County, North Carolina. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
14.2 VideofyMe shall not be liable for any failure or delay in the performance of its obligations (except for payment obligations hereunder) due to causes beyond its reasonable control, including but not limited to war, sabotage, insurrection, riot or other act of civil disobedience, strikes or other labor shortages, act of any government affecting the terms hereof, acts of terrorism, accident, fire, explosion, flood, hurricane, severe weather or other act of God, failure of telecommunication or internet service providers.
14.3 This Agreement (including the Registration Form) constitutes the entire understanding of the parties with respect to its subject matter, and supersedes all prior or contemporaneous written and oral communications, understandings or agreements with respect to its subject matter. No waiver of any provision of this Agreement, or of any rights or obligations of any party hereunder, will be effective unless in writing and signed by the party waiving compliance. The failure by any party to exercise any right provided herein shall not be deemed a waiver or forfeiture of any such right.
14.4 You shall have no right to assign this Agreement or any of your obligations hereunder. VideofyMe may assign this Agreement and any of its rights hereunder to third parties.
14.5 Every provision of this Agreement is intended to be severable. If any section of this Agreement is found to be invalid or unenforceable, then such section will be deemed amended and interpreted, if possible, in a way that renders it enforceable. If such an interpretation is not possible, then the section will be deemed removed from this Agreement and the rest of this Agreement will remain in full force and effect.
14.6 You agree to comply with all relevant export laws and regulations, including, but not limited to, the U.S. Export Administration Regulations and Executive Orders ("Export Controls"). You warrant that you are not a person, company or destination restricted or prohibited by Export Controls ("Restricted Person"). You will not, directly or indirectly, export, re-export, divert, or transfer the Software or Service, any portion thereof or any materials, items or technology relating to VideofyMe's business or related technical data or any direct product thereof to any Restricted Person.
15. Agreement and Amendments
15.1 By completing the registration process, and/or using the Service, you represent that you are 18 years old or older, are authorized to bind any legal entity that you represent, and agree to all of the terms in this Agreement. You may print and keep a copy of this Agreement.
15.2 VideofyMe reserves the right, in its sole discretion, to modify or change this Agreement at any time by posting the changes to the Site. Your continued use of the Site or Service following the posting of such changes constitutes acceptance of those changes.
Last Modified: June 27, 2011