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Terms and Conditions

Introduction

These Videograph (hereinafter referred to as “Videograph,” “Company,” “we,” “us” or “our”) terms of service (“Terms”) govern how you may access and use: videograph.ai  and any other website where these Terms are posted (collectively, the “Website”), including all corresponding domains, subdomains, web pages and websites associated therewith (collectively, “Platform”); the various tools and documentation, such as access tokens, software development kits (“SDKs”) and application programming interfaces (“APIs”), made available on the Website or otherwise by Videograph (collectively, the “Tools”); the Videograph streaming service; Videograph’s data analytics and optimization service and associated data and recommendations transmitted through use of the APIs (the “Analytics Data”); and any other tool, website, dashboard, or service that provides or allows you to access any of the foregoing (collectively, the “Service”). We may from time to time provide you with a more detailed description of the Service through documentation, APIs and additional resources we make available to you on our Website.

The APIs and portions of the Tools are designed to be compatible with or embedded into websites and applications that serve video content, which will allow Company to collect and make available the Service to you. Analytics Data may include information about people who view video content, such as IP addresses, cookie information, unique identifiers, details about the video content viewed, computer or device information, information about software or technology used to view videos, interactions with video content (e.g. when the end user starts watching, when they click “pause”, when they skip an ad, etc.), and information from video content publishers and distributors (e.g., user IDs).

BY CLICKING “I AGREE,” “SUBMIT”, OR THE LIKE INDICATING ACCEPTANCE ELECTRONICALLY, OR BY ACCESSING OR USING THE SERVICE, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND TO THE COLLECTION AND USE OF YOUR INFORMATION AS SET FORTH HEREIN AND IN OUR PRIVACY POLICY AVAILABLE AT https://www.videograph.ai/privacy-policy/ (“PRIVACY POLICY”), WHETHER OR NOT YOU ARE A REGISTERED USER OF OUR SERVICE. IF YOU ACCESS OR USE THE WEBSITE, TOOLS OR SERVICE ON BEHALF OF A COMPANY, PRINCIPAL OR OTHER ENTITY (WHETHER A SINGLE ENTITY OR MULTIPLE ENTITIES), YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND EACH SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND THAT THESE TERMS ARE FULLY BINDING UPON SUCH ENTITY AND ITS AFFILIATES (AGREEMENT”). IN SUCH CASE, THE TERM “YOU” AND “YOUR” WILL REFER TO BOTH YOU INDIVIDUALLY AND SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT ACCESS OR USE THE SITE, TOOLS OR SERVICE. YOU SHOULD READ AND KEEP A COPY OF THESE TERMS FOR YOUR RECORDS.GRANT OF LICENSE; COMPANY ACCOUNTS. Subject to your full compliance with these Terms, Company grants you a non-exclusive, revocable, non-sublicensable, non-transferable, limited license, in the Territory and during the Term of this Agreement, to access and use the Website, Tools, and Service, and to integrate the APIs and portions of Tools into websites and applications that you operate, in each case solely for your internal business purposes and in accordance with these Terms. Some portions of the Tools or Service may be subject to an open-source copyright license agreement, and use of Tools or Service portions will also be governed by and subject to the terms of open-source license You shall  not download, copy, install, or use the Tools or Service for any other purpose other than as expressly permitted herein, without Company’s prior written consent. No rights or licenses are granted except as expressly set forth in these Terms. The software contained in the Tools and Service is solely licensed to you in accordance with the terms of these Terms and the same is not sold or otherwise disposed of in any other manner.

You shall not use the APIs for any purpose or feature not described in the API documentation, support pages and other pages on our Website (“Documentation”). We may update the API and Documentation from time to time, and in our sole discretion, may add or remove functionality.

Your account with the Company (“Company Account”) gives you access to the Service and any other functionality or feature that may be introduced, in our sole discretion. You shall not  use any other user’s account without permission of such other user. You are solely and fully responsible and liable to Company for the activity that occurs on your Company Account, including the acts or omissions of each user accessing and using your Company Account  (such as your employees, contractors, representatives etc., ) or any other person accessing or using the Service through or in connection with your Company Account. Company will not be responsible or liable in case any user accesses or uses the Service through Company Account created and maintained by you, irrespective of whether such user is authorised by you or does so unauthorisedly. When creating your Company Account, you must provide accurate and complete information, and you must safeguard your Company Account with appropriate password. You must notify Company immediately of any breach of security or unauthorized use of your Company Account. Company will not be liable for any losses caused by any unauthorized use of your Company Account . By providing Company your email address you consent to us sending you Service-related notices,  any notices required by applicable law or any other communication as requiredWe may also use your email address to send you other messages, such as changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in the account settings. However, you may not receive  email messages regarding updates, improvements, or offers in case you opt out of the same.

We may make available software to access the Service via a mobile device (“Mobile Software”). To use the Mobile Software you must have a mobile device that is compatible with the Mobile Software. Company does not warrant that the Mobile Software will be compatible with your mobile device. Company hereby grants you a non-exclusive, non-transferable, revocable license, in the Territory and during the term of your use of the Services only, to use a compiled code copy of the Mobile Software solely in order to use the Service as provided herein. You shall not: (i) modify, disassemble, decompile and/or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by applicable law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar services for any third party; (iii) make any copies of the Mobile Software; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Software, features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that  impose limitations on use of the Mobile Software; or (v) delete the copyright and other proprietary rights notices or legends appearing on the Mobile Software. You acknowledge that Company may from time to time upgrade versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that you are using on your mobile device. You consent to such automatic upgradation of the Mobile Software  on your mobile device, and agree that the terms and conditions of these Terms will apply to any and all such upgrades. The foregoing license grant is only a limited license and not a sale of the Mobile Software or any copy thereof, and Company and/or its third party service providers retain all right, title, and interest in the Mobile Software ( this, by implication, includes any copy(ies) thereof). Any attempt by you to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in these Terms, is void. Company reserves all rights not expressly granted under these Terms.

Proprietary rights

As between Company and you, you (or your licensors) will own the Analytics Data and any and all text, images, information provided while creating Company Account, data, video, audiovisual content, works of authorship, literary, dramatic works (whether registered under Copyright laws or not) or other types of materials, information or communications, or hyperlinks to any of the foregoing you provide to Company or upload, publish, transmit or distribute on or through the Service (collectively, “User Content”). You hereby grant, Company an irrevocable, assignable, sublicensable , transferable, fully paid, royalty-free, and worldwide right and license to copy, store, reproduce, distribute, publicly display, modify, use, and create derivative works of the User Content and Analytics Data in order to: (a) provide the Service to you; (b) improve Company’s products and services; (c) create and share with  other customers of the Company (in aggregate and anonymous form) reports and information to help them optimize their data and services; (d) provide your Analytics Data and/or User Content to, or permit access thereto for, your third-party service providers or other users upon your request (and you hereby grant such rights to such third-party service providers or other users); and (e) perform such other actions as authorized or instructed by you in connection with your use of the Services. You represent and warrant to the Company (including on behalf of your licensors) that you have all rights necessary to grant the rights granted above to the Company.

The Website and/or Platform contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music, sound, and the entire contents of Videograph is protected by copyright as a collective work under the applicable copyright laws (“Videograph Content”).

As between Company and you, Company solely and exclusively owns and will own all rights, title, and interest in and to the and all patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks, service marks, logos and designs, trade secrets, and all other intellectual property embodied by, or contained Videograph Content, Service, Website and/or Platform, and in the selection, coordination, arrangement and enhancement of such Videograph Content and/or Service, as well as copyright or license to use in the content original to it. The technology underlying the Service is protected by copyright, trade secret, and other intellectual property laws as applicable. You shall not copy, distribute, display, print, modify, publish, transmit, license or sub-license, sell or participate in the transfer or sale, create derivative works, or in any way exploit, any of the Videograph Content, Website and/or Platform, in whole or in part. Except as otherwise expressly stated under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of Videograph Content, Service, Website and/or Platform or any portion thereof or any downloaded material without the express permission of Videograph is permitted. You shall not modify, distribute or re-post any Videograph Content for any purpose. If copying, redistribution or publication of Videograph Content is expressly permitted by Videograph, then no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. Any use of this Website and/or Platform or the Videograph Content, including copying or storing it or them in whole or part, without our express and written permission, is prohibited.

Trademarks that are located within or on our Videograph Content, Website and/or Platform shall not be deemed to be in the public domain but rather the exclusive property of Videograph, unless such Videograph Content, Website and/or Platform is under license from the trademark owner thereof in which case such license is for the exclusive benefit and use of Videograph, unless otherwise stated.

Videograph does not have any express burden or responsibility to provide you with indications, markings or anything else that may aid you in determining whether the material in question is copyrighted or trademarked. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from any submission made  by you on the Website and/or Platform. By submitting material to any part of the Website, you represent and warrant that you or the owner of such material, as the case may be, has expressly granted Videograph the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, create derivative works, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. You also permit any other end user to access, view, store or reproduce the material for that end user’s personal use. You hereby grant Videograph, the right to edit, copy, publish, create derivate works and distribute any material made available on the Website by you. All rights not expressly granted to you in these Terms are reserved by Company for its exclusive use.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is unsolicited and without restriction and will not place Company under any obligation, fiduciary, monetary or otherwise, to implement the same, in any manner, and that  Company shall be free to use the Idea, at any time, in any manner, in its sole determination, without any compensation to you, and/or to disclose the Idea to any third party in any manner Company deems fit . You further acknowledge that, by acceptance of your submission or Idea, Company does not waive any rights to use similar or related ideas previously known to Company, or developed by its employees, or obtained from other sources.

We may make certain Company logos or marks (the “Marks”) available to you and other users to allow you to identify Company as a service provider.. For the purposes of the same, we grant to you a non-exclusive, non-transferable, non-assignable, revocable, limited right, in the Territory and during the Term, to use, reproduce and display the trademarks of the Company as provided for the purposes of identifying the Company as your service provider. When using Company’s trademarks, you must (a) comply with all branding guidelines specified by the Company; and (b) obtain Company’s prior approval for each use of the Marks, such use not to be unreasonably withheld or delayed by the Company. You  shall not  use any Marks or any  such other trademarks or service marks of the Company and/or its affiliates and/or licensors, without our express written permission, or in any manner that may create confusion in the general public regarding  the origin of your products or services with those of the Company . During the Term of these Terms, you may publicly identify us as the provider of the Service to you and we may publicly identify you as a Company’s user or client. You agree that Company may use your trade name and logo in Company’s marketing and promotional materials, including but not limited to Company’s websites, sales and other marketing materials, solely for the purpose of referring to you as a customer of Company’s products and services. Both parties are independent contractors and therefore, neither party will make any representation that the other party is its agent, partner, or engaged with such other party in the nature of joint venture. .

You: (a) are responsible for protecting all authentication key(s) for the APIs; (b) shall not disclose the authentication key(s) to any third party except your employees or such other personnel solely on need-to-know basis; (c) shall not use the authentication key(s) for any purpose other than as necessary to exercise rights granted under these Terms; and (d) are responsible for all activity that occurs with the authentication key(s). You shall notify Company promptly in the event you learn of any unauthorized access to any authentication key(s).

License and use restrictions

You agree that you shall not, and shall not assist or enable others to:

  1. identify or refer to Company, the Website, Tools, or Service in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and Company, other than your permitted use of the Service and Analytics Data under these Terms;
  2. copy, rent, lease, sell, transfer, assign, sublicense, dissemble, reverse engineer, decode or decompile, modify, alter, or create derivative works of any part of the Website, Tools or Service;
  3. use the Website, Tools or Service in a manner that impacts the stability of Company’s servers, the operation or performance of the Services, or the behavior of other applications using the Service;
  4. identify the Company or display any portion of the Website, Tools or Service on any site or service that disparages Company or its products or services, or infringes any intellectual property or other rights belonging to the Company or its licensors or third party service providers;
  5. use the Website, Tools or Service in any manner or for any purpose that violates any applicable law, regulation, legal requirement or obligation, contractual obligation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy, or which otherwise may be harmful (in Company’s sole discretion) to Company, its service providers, its suppliers, other users of the Website, or to your end users;
  6. use the Website, Tools or Service in a manner that could reasonably be interpreted to suggest that the use represents the views of Company;
  7. use the Website, Tools or Service in competition with Company or for competitive analysis, to develop competing products or services, or otherwise to Company’s detriment, commercial or otherwise;
  8. use the Website, Tools or Service in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in or to transmit: viruses, worms, spyware, adware, or other malicious programs or code; counterfeit goods; items subject to U.S. embargo; ; libelous, defamatory, obscene, abusive or otherwise offensive or prohibited content; illegal activities or conduct; or any other subject matter prohibited by these Terms or applicable law;
  9. attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Website or Service;
  10. share passwords or authentication credentials for the Website or Service, impersonate another person or otherwise misrepresent your affiliation with a person or entity, conduct fraud, or hide or attempt to hide your identity;
  11. bypass the measures we may use to prevent or restrict access to the Website or Service, including without limitation features that prevent or restrict use or copying of any content, including your User Content, or enforce limitations on use of the Webite or Service or the content therein;
  12. By using the Website and/or Services, you agree to comply with and be legally bound by the terms and conditions of these Terms. These Terms govern your access to and use of the Website and Service, including the content integrated into the device (defined above), and which constitute a binding legal agreement between you and Videograph. You hereby permit Company to reach you  through call for providing existing Services and for providing information on new products and services and such calls will not be subject to DND regulations.
  13. Accessing the audiovisual content available on the Service for any purpose or in any manner other than Streaming (as defined herein) is expressly prohibited. “Streaming” means a contemporaneous digital transmission of an audiovisual work via the Internet from the Company’s Service to a user’s device in such a manner that the data is intended for real-time viewing and not intended to be copied, stored, permanently downloaded, or redistributed by the end user.
  14. In addition, Company may, in its sole discretion, remove or block User Content and suspend your Company Account in response to complaints or notices received by it from rights holders or any third party submitted pursuant to the Digital Millennium Copyright Act (DMCA) or similar laws or regulations in any other country, as a result of any claim of infringement or violation of a third party’s rights, in case of any attempted or actual circumvention of protection measures implemented to protect the content (including User Content) and/or in the event of any other breach of Company’s representations, warranties or covenants hereunder. The Company will provide you with written notice of any such complaints or notices.  The Parties shall cooperate in good faith to attempt to remedy the cause of suspension, removal or blockage of User Content in order to reactive the Services as promptly as possible.

Tools and service changes

The Website, Tools and Service are subject to change from time to time, in Company’s sole discretion, without prior notice to you. Any such change as aforesaid shall be automatically applicable to you without requirement of notice of the same to you. Company has no obligation to update, correct, maintain, or continue to provide any aspect of the Website, Tools or Service.

User Content

You agree not to post, upload, transmit or provide any User Content that: (i) may create a risk of harm, loss, physical or mental injury, to you or any other person; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or personal injury ; (iv) contains any information or content that is deemed to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal, privacy or publicity rights, threatening, obscene, or otherwise objectionable; (v) contains any information or content that is illegal, prohibited or that you do not have a right to make available under any law or under contractual or fiduciary relationships;. You agree and acknowledge that any User Content that you post through the Services, does not and will not infringe or violate third-party rights of any kind, including without limitation any privacy, patent, copyright, trademark, trade secret, or other third party or intellectual property rights.

Company takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts, sends, or otherwise makes available over or through the Service. You shall be solely responsible for your User Content and the consequences of posting, publishing , sharing , or otherwise making it available on the Website. You understand and agree that you may be exposed to content of other users that is inaccurate, objectionable, or otherwise unsuited to the Website, and you agree that Company shall not be liable for any damages you may incur or have incurred as a result of or relating to any such content.

Paid services and subscriptions

  1. Subscription Plans. We may offer subscription plans that you have to sign up for in order to access aspects of the Service (“Subscription Plan”). Any additional use of Services over and above those falling within the scope of Subscription Plans shall bear additional charges, to be determined by the Company.

  2. Billing Policies. Subscription Plans may be offered for a fee or other charge for a specified period of time (e.g., monthly, quarterly, or annually) (“Subscription Period”). If you elect to use a paid Subscription Plan, you agree to the pricing and payment terms and herein as we may update them from time to time. Company may change Subscription Plans by offering new services for additional fees and charges, and adding or amending fees and charges for existing Subscription Plans/Services, at any time, in its sole discretion. Any change to a Subscription Plan’s pricing or payment terms shall become effective in the billing cycle following notice of such change provided to you as provided for in these Terms.

  3. Automatic Renewal. All Subscription Plans will automatically renew until cancelled by you. If you do not want a Subscription Plan to renew, please cancel it at least twenty-four (24) hours before the expiry of the Subscription Plan.

  4. Data Retention. Company reserves the right to delete Analytics Data after the expiry of the Subscription Plan you have chosen. You are advised to download or preserve a copy of the Analytics Data and Company shall not have the obligation to provide the Analytics Data to you any time post expiry of your Subscription Plan.

  5. Term, Termination and Refunds. These terms shall be effective from the date hereof till  such time User continues to access or use the Website and Services or until such time you or Videograph terminates the Terms in the manner described below.

  6. Termination for convenience:
    You may terminate  these Terms at any time via the cancel account feature on the Website or by sending us an email. If you cancel your Company Account, any confirmed Subscription Plan shall be automatically cancelled. Without limiting our rights specified below, Videograph may terminate these Terms for convenience at any time by giving you notice via email to your registered email address.

  7. Termination for breach, suspension and other measures:
    Videograph may immediately, without notice, terminate these Terms  if (i) you have materially breached these Terms or our policies, including but not limited to any breach of your warranties outlined in these Terms or breach of the “User Conduct” provisions in these Terms, (ii) you have provided inaccurate, fraudulent, outdated or incomplete information during the account registration, or thereafter, (iii) you have violated applicable laws, regulations or third party rights, or (iv) Videograph believes in good faith that such action is reasonably necessary to protect the safety or property of other Users, Videograph, for fraud prevention, risk assessment, security or investigation purposes.

    In case of non-material breaches and where appropriate, you will be given notice of any measure by Videograph and an opportunity to resolve the issue to Videograph’s reasonable satisfaction.

  8. Consequences of Termination
    If you or we terminate these  Terms, your access to and use of the Services therein shall be stopped, along with cancellation of your registration. When these Terms  have  been terminated, your  Company Account will stand deactivated. If your access to or use of the Website and Services has been limited or your Company Account has been suspended or these  Terms have been terminated by us, you shall not register a new account or attempt to access and use the Website and Services through other Videograph accounts.

    If we or you terminate your Subscription Plan, we shall not grant you any unused portion of your Subscription Period. For clarity, you are not entitled to a refund or credits for any Subscription Plan that either you or we cancel.

  9. Payment Information; Taxes. All information that you provide in connection with a purchase, plan subscription, or other monetary transaction interaction with the Service must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase, Subscription Plan, or other monetary transaction interaction with the Service at the prices in effect when such charges are incurred. You shall pay any applicable taxes, including all transaction taxes, duties, and any foreign withholding taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.

Disclaimer

EXCEPT AS EXPRESSLY COVERED HEREIN COMPANY’S DISCLAIMER OF WARRANTIES. THE WEBSITE, TOOLS, ANALYTICS DATA AND SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED, OR STATUTORY. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES, SERVICE PROVIDERS, AND AGENTS EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE WEBSITE, TOOLS, ANALYTICS DATA AND SERVICE, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, PRIVACY, SECURITY, TITLE, AND NON-INFRINGEMENT. FURTHER, COMPANY DISCLAIMS ANY WARRANTIES THAT YOUR USE OF THE WEBSITE, TOOLS OR SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.

Representation & warranties

You as an individual and/or Your Company represent and warrant to the Videograph that:

  1. is duly organized and validly existing under the laws of your respective country, and has full power and authority to execute, deliver and perform these Terms.

  2. the execution, delivery and performance of these Terms by you and/or your company have been duly authorized by all necessary action and no further authorization is required.

  3. Upon execution or acceptance, as the case may be, these Terms will constitute a legal, valid and binding obligation and enforceable against it in accordance with its terms.

  4. the User has all valid consents as may be required by law relating to the User Content, to use such content in relation to Videograph’s Services, from any third party.

  5. No approval of any third party is required for the execution, delivery and performance of these Terms.

  6. shall be solely responsible for the User Content. There shall be no such User Content which is to deemed to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, threatening, obscene, or otherwise objectionable or/and contains any information or content that is illegal;

Limitation of liability

  1. You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Website and Services, your registration and access to the Website and services, and any contact you have with other Users of Videograph whether in person or online remains with you. Neither Videograph nor any other party involved in creating, producing, or delivering the Website and Services, will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of good will, Service disruption, computer damage or system failure, device failure or Services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with these Terms, from the use of or inability to use the Website and Services, from any communications, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Videograph has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.

  2. In no event shall Videograph’s aggregate liability arising out of or in connection with these Terms and your use of the Website, and Services including, but not limited to, your Subscription, access of the Website and Services, or from the use of or inability to use the Website and Services, and in connection with any other Users, exceed the amounts you have paid or owe for Subscription in the six (6) months period prior to the event giving rise to the liability for the Services. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Videograph and you.

Indemnification

You agree to defend, indemnify, and hold Videograph and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Website and Services, or your violation of these Terms; (b) any third party claim either related to infringement of intellectual property or any other right, relating to or arising out of User Content; (c) any third party claim arising due to any infringement of intellectual property rights contained in Website and/or Platform, Videograph Content, Service by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of Subscription and access to the Website and availing the Services.

No endorsement

By using the Website and Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users/subscribers or other third parties will be limited to a claim against the particular user/subscriber or other third parties who caused you harm and not the Company. You agree not to attempt to impose liability on or seek any legal remedy from Videograph with respect to such actions or omissions.

User conduct

You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Website andServices. Further, the Subscriber shall be solely responsible for obtaining all consents as may be required by law to post any User Content relating to third parties on Videograph. In connection with your use of the Website, to Services, you agree that you shall not:

  1. Use any User Content on Website in relation to obtaining Videograph’s Services for which consent has not been obtained from the concerned party.

  2. Any User Content and its use of Services shall not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.

  3. violate any local, state, national, or other law or regulation, or any order of a court, including, without limitation, tax regulations;

  4. use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Website and Services ;

  5. access or use our Website andServices expose or allow to be used or exposed, any Videograph Service: (i) in any way that is inconsistent with these terms or privacy policy; or (iii) in any way that otherwise violates the privacy rights or any other rights of other users/subscribers of Videograph or any other third party;

  6. dilute, tarnish or otherwise harm the Videograph brand in any way, including through unauthorized use of Videograph or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to Videograph domains, trademarks, taglines, promotional campaigns;
  7. copy, store or otherwise access or use any information contained on the Website andServices for purposes not expressly permitted by these terms;

  8. infringe the rights of Videograph or the rights of any other person or entity, including without limitation, their intellectual property, privacy, publicity or contractual right;

  9. interfere with or damage our Website and Services, including, without limitation, through the use of viruses, cancel bots, trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;

  10. use our Website and Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;

  11. use our Website and Services or content in connection with the distribution of unsolicited commercial email (“spam”) or unsuitable advertisements;

  12. “stalk” or harass any other users of our Website and Services or content, or collect or store any personally identifiable information about any other user;

  13. register for more than one Videograph account or register for an Videograph account on behalf of an individual other than yourself;

  14. impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;

  15. engage in disruptive, circumventive, abusive or harassing behaviour in any area or aspect of our Website and Services;

  16. use, display, mirror or frame the Website and Services or any individual element within the Website and Services, Videograph’s name, any Videograph, without Videograph’s express written consent;

  17. attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Website, Services;

  18. advocate, encourage, or assist any third party in doing any of the foregoing;

  19. Any content which is deemed to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, threatening, obscene, or otherwise objectionable or/and contains any information or content that is illegal;

Videograph has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, and as set in these terms, Videograph may take a range of actions against you, including but not limited to deactivating or cancelling account, for a violation of this section or these terms.

Videograph may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Videograph or to comply with legal process (for example, summons or warrants), (ii) enforce or administer our agreements with users, such as these terms, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and debugging purposes, or (iv) protect the rights, property or safety of Videograph, its content providers, its users/subsribers, or members of the public.

You acknowledge that Videograph has no obligation to monitor your access to or use of the Websiteand Services, but has the right to do so for the purpose of operating and improving the Website and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these terms.

Videograph reserves the right, at any time and without prior notice, to remove any content that Videograph, at its sole discretion, considers to be objectionable for any reason, in violation of these terms or otherwise harmful to the Website and Services.

Copyright policy

Videograph respects copyright law and expects its users to do the same. It is Videograph’s policy to terminate in appropriate circumstances the accounts of subscribers or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.

Survival

If you or we terminate this agreement, the clauses of these terms that reasonably should survive termination of the agreement will remain in effect.

Entire agreement

Except as they may be supplemented by additional Videograph policies, guidelines, standards, or terms for a specific product, feature, service or offering, these terms constitute the entire and exclusive understanding and agreement between Videograph and you regarding the Websiteand Services and these terms supersede and replace any and all prior oral or/and written understandings or agreements between Videograph and you regarding registrations, subscription, the Website Services, and content.

Modifications

Videograph reserves the right to modify any of the terms and conditions contained in these terms, as and when deemed necessary, without the prior written consent of the user/subscriber. However, such modified terms will be updated on the Website and Services as and when such modifications take place for user’s/subscriber’s benefit and the user/subscriber is advised to check the Website and Services regularly for modifications and read such modified terms.

Notices

Any notices or other communications permitted or required here under, including those regarding modifications to these terms, will be in writing and given by Videograph (i) via email (in each case to the address that you provide) or (ii) by posting to the Website. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Governing law and jurisdiction

In the event of any dispute arising between the parties with respect of these Terms, the same shall be referred to the sole arbitrator and the arbitration shall be conducted in accordance with arbitration rules set out by American Arbitration Association as amended time to time. The language of arbitration proceeding shall be English. The seat and place of arbitration shall be Atlanta, State of Georgia and the decision of the arbitrator shall be final and binding on both parties herein.

These Terms shall be subject to the exclusive jurisdiction of courts in Atlanta, State of Georgia and shall be governed by the laws of USA.

No Waiver

The failure of Videograph to enforce any right or provision of these terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Videograph. Except as expressly set forth in these terms, the exercise by either party of any of its remedies under these terms will be without prejudice to its other remedies under these terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these terms will remain in full force and effect.