IMPORTANT LEGAL NOTICE.PLEASE READ THE FOLLOWING TERMS OF USE (“TERMS”) CAREFULLY. THESE TERMS GOVERN YOUR USE OF THE VIDY RELATED SERVICES. THESE TERMS SET FORTH A BINDING AGREEMENT BETWEEN YOU AND VIDY, INC. YOU MUST BE AT LEAST 18 YEARS OLD AND THE AGE OF MAJORITY AND LEGAL CONSENT IN THE JURISDICTION IN WHICH YOU LIVE OR RESIDE TO AGREE TO THESE TERMS.
These Terms of Use (“Terms”) constitute a binding agreement between you and Vidy, Inc. ("VI," “we,” “Vidy,” “us” or “our”), and govern your use of Vidy, Inc.’s Vidy.com(“Website”) and the content, software, apps, products and services offered through, related to, or arising out of the Website or Vidy servers (collectively with the Website, the “Services” or “Service”). By accessing, viewing or using any Services, you represent and warrant that you are at least 18 years old and the age of majority and legal consent in the jurisdiction in which you live or reside, and you agree to be bound by and subject to these Terms. If you do not agree to these Terms, you should not check or click on, or otherwise agree to, these Terms, and you should immediately leave this page and not access or use the Website or any other Services. Upon our request, you agree to sign a non-electronic version of these Terms.
THESE TERMS MAY BE AMENDED OR CHANGED BY US IN OUR DISCRETION, WITH OR WITHOUT NOTICE, AT ANY TIME.
We indicate at the top of the page when these Terms were last updated. Your continued access or use of the Website or any other Services following such changes will be deemed acceptance of such changes. In addition, we reserve the right to modify or cease providing all or any portion of the Services at any time, with or without notice. Be sure to return to this page periodically to ensure familiarity with the most current version of these Terms.
We are committed to protecting the privacy of the personal information you provide to us through the Services. Any personal information submitted through the Services by you is subject to our Privacy Policy which is incorporated herein by reference.
PLEASE REVIEW OUR PRIVACY POLICY TO UNDERSTAND OUR PRACTICES WITH RESPECT TO YOUR PERSONAL INFORMATION.
We do not knowingly collect personal information from persons under the age of 18. The date of the last update to our Privacy Policy will be noted at the top of our Privacy Policy.
In order to participate in or receive certain Services, you will be required to create an account with us (“Account”), and you may be subject to additional contractual terms and conditions applicable to such Services (“Additional Terms”), which Additional Terms will be accessible to you on the Website or presented to you as Additional Terms when you sign up for or access such Services. Any such Additional Terms shall be incorporated into and form a part of these Terms. Your Account is for your individual, personal use only, and you may not authorize others to use your Account for any purpose. In creating your Account, you certify that all information you provide is complete and accurate. You agree to update your information when required or requested, and you further agree not to use another person’s account without permission. You are responsible for maintaining the confidentiality of, and restricting access to, your Account and password, and you agree to accept sole responsibility for all activities that occur under your Account or password. You agree to contact contact@vidy.com immediately of any breach of security or unauthorized use of your Account or any violation of these Terms by others of which you are aware. You agree that we shall have no liability for any losses, damages, liabilities or expenses you may incur due to any unauthorized use of your Account, and you agree to indemnify us and hold us harmless for any such unauthorized use. We reserve the right to create accounts for quality control and administrative purposes. Such accounts may be publicly viewable.
The Services and the Vidy content provided through the Services, including but not limited to, the text, data, software, web pages, graphics, visual effects, animations, stamps, photographs, music, sounds, videos, interactive features, blogs, posts, feedback, messages, tags and other materials (collectively, "Vidy Content") and the trademarks, service marks and logos contained therein ("Marks") are owned by or licensed to us, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. All Vidy Content is provided to you solely for your information and personal, non-commercial use. You agree to not engage in the use, copying, or distribution of any Vidy Content other than as expressly permitted herein. If you download or print a copy of the Vidy Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Services or features that prevent or restrict use or copying of any Vidy Content or enforce limitations on the use of the Services or Vidy Content. We or our licensors retain all intellectual and proprietary rights in and to the Services and Vidy Content, except as expressly provided herein. No right is granted to you herein to use any Marks. Vidy grants you a limited, non-exclusive license to access and use the Services for your own personal, non-commercial purposes. This license is personal to you and may not be assigned or sublicensed to anyone else.
Once you post, send, or otherwise make publicly available any content through the Services, for example videos, gifs, and metadata ("Personal Content" or “User Generated Content” or “UGC”), you expressly grant us, and hereby represent that you have the right to grant us, a perpetual, irrevocable, world-wide, assignable, sub-licensable, and transferable right and license to quote, re-post, use, copy, reproduce, modify, transcribe, make publicly searchable, create derivative works of, incorporate into other works, distribute, transmit, broadcast, communicate, publicly display, publicly perform and otherwise exploit such UGC in any form or media, in whole or in part, anywhere, and without any notice or compensation to you of any kind in relation to providing or otherwise carrying out the Services and all related activities. You hereby grant us all consents, rights and clearances to enable us to use such Personal Content for such purposes. Personal Content may be searchable by, and you may be able to view and search Personal Content on, different apps or websites (i.e., different URLs in the form of "co-brands" or "private labels") operated by us or our affiliated entities. Personal Content may also be searchable by third-party search engines, such as google, yahoo and bing.We reserve the right, but not the obligation, to refuse to transmit or post, and to disclose, block or remove or modify any content, including but not limited to, Personal Content, in whole or in part, for any reason or no reason or that we, in our discretion, deem to be in violation of these Terms or otherwise adverse to the user experience or confusing to persons using the Services, regardless of whether this material or its dissemination is unlawful. We retain the right, but not the obligation, to monitor all transmissions, uses, and postings of Personal Content and other materials and from time to time to investigate or prevent violations of these Terms. We reserve the right to delete any content and to modify, reject, filter, ban, or delete hashtags and usernames. In addition, we may also take steps, including the limiting or filtering site usage, the number of emails, chat messages or posts sent or received by a user or member.
The Services may not be accessed or used in any manner where prohibited by law. You understand that by accessing or using the Services, you may encounter content that may be deemed mature, offensive, indecent or objectionable, which content may or may not be identified as having explicit language or adult themes, and which in certain circumstances may be due to your interactions with other users or members in the course of accessing or using the Services. YOU FULLY ASSUME ALL RISK OF LOSS AND RISK OF PERSONAL HARM ARISING OUT OF YOUR USE OF THE SERVICES, including but not limited to, any online or offline communications and personal interactions with others (such as dating). It is your responsibility to take all advisable and necessary precautions when interacting with individuals you meet or come into contact with through the Services.
You further represent and warrant to us, under penalty of perjury, as follows:
You understand that UGC, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such UGC originated. We do not control this Personal Content and do not guarantee its accuracy, integrity or quality. All such Personal Content, Vidy Content, and the Services are provided "AS IS" without representation or warranty of any kind. Under no circumstances shall we be liable to you in any way for any content, including but not limited to, any errors or omissions in any content or the Services, or any loss or damage of any kind incurred because of the use of any content or the Services. We claim immunity from liability to the fullest extent permitted by law, and as further provided under the Communications Decency Act, for any content provided by third parties. Neither our actions nor any provision in these Terms is intended to waive, remove or usurp such immunity.
You understand that UGC, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom such UGC originated. We do not control this Personal Content and do not guarantee its accuracy, integrity or quality. All such Personal Content, Vidy Content, and the Services are provided "AS IS" without representation or warranty of any kind. Under no circumstances shall we be liable to you in any way for any content, including but not limited to, any errors or omissions in any content or the Services, or any loss or damage of any kind incurred because of the use of any content or the Services. We claim immunity from liability to the fullest extent permitted by law, and as further provided under the Communications Decency Act, for any content provided by third parties. Neither our actions nor any provision in these Terms is intended to waive, remove or usurp such immunity.
You acknowledge and agree that your communications with other users or members via chats, conferences, bulletin boards, blogs, posts and any other publicly accessible avenues of communication through the Services are public and not private communications. Therefore, we strongly encourage you to use caution before disclosing any personal information about yourself in your public communications. We are not responsible for information or content that you choose to communicate to other users or members, or for the actions of other users or members, and you agree to indemnify us and hold us harmless from any losses, liabilities, damages or expenses you may incur due to such communications or actions.
You further agree not to use the Services to:
PLEASE REPORT ANY VIOLATIONS OF THIS SECTION OR THESE TERMS TO OUR ABUSE DEPARTMENT LOCATED AT contact@vidy.com.
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER USERS AND MEMBERS OF THE WEBSITE AND SERVICES. YOU UNDERSTAND AND AGREE THAT WE HAVE NO OBLIGATION TO SCREEN OUR USERS OR MEMBERS; INQUIRE INTO THE BACKGROUNDS OF OUR USERS OR MEMBERS; OR ATTEMPT TO VERIFY THE STATEMENTS OF OUR USERS OR MEMBERS. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OR MEMBERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OR MEMBERS. IF YOU FIND OTHER USERS' OR MEMBERS' INFORMATION TO BE OFFENSIVE, HARMFUL, INACCURATE AND/OR DECEPTIVE, YOU MAY USE THE REPORT ABUSE PAGE PROVIDED ON THE WEBSITE. WE RESERVE THE RIGHT, BUT HAVE NO OBLIGATION, TO MONITOR DISPUTES BETWEEN YOU AND OTHER USERS OR MEMBERS OR TO TERMINATE OR BLOCK YOU AND OTHER USERS OR MEMBERS FOR VIOLATIONS OF THESE TERMS. PLEASE ALSO USE CAUTION, COMMON SENSE, AND SAFETY WHEN USING THE SERVICES TO INTERACT WITH OTHER USERS AND MEMBERS. We further reserve the right, but have no obligation, to conduct any credit, criminal or other background checks using publicly available records, at any time, to confirm your compliance with these Terms. (b) In the event that you have a dispute with one or more other users or members, you hereby release us, our parent, subsidiaries and affiliated entities, and ours and their shareholders, directors, officers, employees, agents, successors and assigns from any and all claims, demands, damages (actual and consequential), losses and liabilities of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
We strive to comply with the Digital Millennium Copyright Act of 1998, as amended ("DMCA"), at all times and maintain a repeat infringer policy which may result in the termination of your right to use the Services if you violate such policy. If you believe that your work has been copied, posted or otherwise made available through the Services in a way that constitutes copyright infringement, please notify our DMCA Copyright Agent of your complaint, as set forth in the DMCA. Please consult the DMCA to confirm these requirements. You may use our online DMCA form. You must provide our DMCA Copyright Agent with the following information in writing, to the extent required by the DMCA:
Please be aware that the foregoing information in your complaint may be forwarded to the person who provided the allegedly infringing content. The foregoing information must be submitted to Subsidiary's DMCA Copyright Agent as follows:
Vidy, Inc. — Attn. Copyright Agent
461 2nd Street Suite 320
San Francisco, CA 94107
Email: copyrightagent@vidy.com
Pursuant to Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.If you believe that your material has been mistakenly removed or disabled pursuant to this section, you may submit a counter notice by notifying our DMCA Copyright Agent at the address provided above.Pursuant to Section 512(f) of the DMCA, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.
THE SERVICES ARE PROVIDED "AS-IS" AND WE EXPRESSLY DISCLAIM ANY IMPLIED WARRANTIES TO THE FULLEST EXTENT PROVIDED BY LAW, INCLUDING BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. TO THE EXTENT APPLICABLE LAWS PROHIBIT TERMS OF USE FROM DISCLAIMING ANY IMPLIED WARRANTY, SUCH IMPLIED WARRANTY SHALL BE LIMITED TO THE MINIMUM WARRANTY PERIOD REQUIRED BY LAW, AND IF NO SUCH PERIOD IS REQUIRED, THEN THIRTY (30) DAYS FROM FIRST USE OF THE SERVICES. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOST PROFITS ARISING OUT OF YOUR USE, OR INABILITY TO USE, THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU FURTHER AGREE TO INDEMNIFY US AND HOLD US HARMLESS FOR ANY AND ALL CLAIMS, DAMAGES, LIABILITIES AND EXPENSES IN THE EVENT THAT YOU FIND OTHER USERS' OR MEMBERS' CONTENT TO BE OFFENSIVE, HARMFUL, OBSCENE, INACCURATE AND/OR DECEPTIVE. UNDER NO CIRCUMSTANCES SHALL OUR LIABILITY TO YOU FOR ANY CLAIM OR CAUSE OF ACTION WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU TO US, IF ANY, DURING THE 90 DAY PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
You agree to indemnify and hold us, our parent, subsidiaries, and affiliated entities, and ours and their shareholders, directors, officers, employees, agents, contractors, licensors and licensees, harmless from any loss, liability, claim, demand or expense, including but not limited to, reasonable attorney's fees, made by any third party due to or arising out of your use of the Services or any breach or violation of these Terms.
Software and content provided through the Services is subject to United States export controls. No software or content from the Services may be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other country to which the U.S. has embargoed goods; or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using any such software or content, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
These Terms shall be governed by the laws of the State of California, without regard to its conflict of laws rules or principles.
You agree to exclusive jurisdiction in California and venue in San Francisco County, California for all arbitration and other proceedings arising out of these Terms.
ANY CLAIM, DISPUTE, OR CONTROVERSY (WHETHER IN CONTRACT, TORT, OR OTHERWISE, WHETHER PREEXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT AND EQUITABLE CLAIMS) BETWEEN YOU AND US OR ANY OF OUR AFFILIATED ENTITIES OR OURS OR THEIR AGENTS, EMPLOYEES, PRINCIPALS, SUCCESSORS, OR ASSIGNS ARISING FROM OR RELATING TO THESE TERMS, ITS INTERPRETATION, OR THE BREACH, TERMINATION OR VALIDITY HEREOF, OR THE RELATIONSHIPS WHICH RESULT FROM THESE TERM (INCLUDING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RELATIONSHIPS WITH THIRD PARTIES WHO ARE NOT SIGNATORIES TO THIS AGREEMENT), SHALL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION ADMINISTERED BY JAMS before a retired judge in SAN FRANCISCO County, California under the applicable JAMS arbitration rules and will be administered by the before a single retired judge. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitration is subject to the Federal Arbitration Act, 9 U.S.C. sec. 1-16 (FAA), as amended. Any award of the arbitrator shall be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction. The arbitration proceeding will be limited solely to the dispute or controversy between you and us. YOU ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY WITH RESPECT TO ANY SUCH CLAIM. Nothing in this Section shall be deemed to prohibit us from seeking an injunction or other equitable relief in any court of competent jurisdiction to protect or preserve ours or our licensors' rights in and to intellectual property or confidential information.
IN ANY DISPUTE, NEITHER YOU NOR ANY OTHER PERSON SHALL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER AFFILIATES OR PERSONS, OR ARBITRATE ANY CLAIM AS A REPRESENTATIVE OR CLASS ACTION OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. YOU ACKNOWLEDGE THAT YOU ARE GIVING UP YOUR RIGHTS TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO ANY SUCH CLAIM(S).
By using the Services, you consent to receiving electronic communications, e.g., email, from us or our subsidiaries and affiliated entities. These communications will include notices about your Account and information concerning or related to the Services. These communications are part of your relationship with us and you receive them as part of your membership. You agree that any notice, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including but not limited to, any requirements that such communications be in writing.
If any provision of this Agreement is held to be unenforceable under applicable law, such provision shall be excluded from this Agreement, and the balance of this Agreement shall be interpreted as if such provision was so excluded and shall be enforceable in accordance with its modified terms.
These Terms represent the entire understanding between the parties with respect to the subject matter hereof and supersede all previous understandings, written, oral or implied. Where we have provided you with a translation of the English language version of these Terms, then you agree that the translation is provided for your convenience only and that the English language versions of these Terms will govern your relationship with us. If there is any contradiction between what the English language version of these Terms and any translation, the English language version shall take precedence.
Neither you nor we shall be held responsible for any delay or failure in performance hereunder caused by acts of God (or natural disasters), terrorism, strikes, embargoes, fires, war, or other causes beyond the affected party's reasonable control.
The headings used herein are for convenience only and shall not be deemed to define, limit or construe the content of any provision of these Terms. The meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms.
Except as explicitly stated otherwise, legal and other notices (including but not limited to notices of legal proceedings) shall be delivered to Vidy, Inc. by U.S. mail at 461 2nd street suite 320 San Francisco CA 94107 Attn. Legal, or to you at the email address you provided us (a) at the time you registered; (b) through a subsequent notice of an address change; or (c) through a posting through the Services. Physical notices shall be effective when received. Email notices allowed hereunder shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. In addition, we may provide notice by certified mail, postage prepaid and return receipt requested. In such case, notice shall be deemed given when received.
Failure to enforce any provision of these Terms shall not constitute a waiver of any term hereof. No waiver of a breach of any provision of these Terms shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless granted in writing and signed by an authorized representative of us at our director level or above.
You agree that any claim or cause of action arising out of or related to these Terms or your use of the Services must be filed within one (1) year after such claim or cause of action arose or be forever barred.
You may not resell, assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may resell, assign or transfer our rights and obligations under these Terms at any time without restriction and without notice or consent.
This Agreement shall be binding upon the parties and their successors and permitted assigns.