The following Terms of Service (the "Agreement", "Terms" or "Terms of Service") is a legal agreement between Viqeo Inc. ("Viqeo", "us,", "we" or "our") and you, our customer ("customer", "visitor", "you" or "your"). The Agreement sets up your use of Viqeo operated services, websites, and embeddable video players (collectively, the "Services"). This includes our Viqeo Editor, Viqeo Platform and Viqeo Player.

By using the Viqeo Services you agree, without limitation or qualification, to be bound by, and to comply with, these Terms and conditions and any other posted guidelines or rules applicable to any website or App where the Viqeo Service is delivered. Viqeo may make improvements and/or changes to its Services at any time. Although we periodically update information on the Website and Apps, the information, materials and services provided on or through the Website and Apps may occasionally be inaccurate, incomplete or out of date. Viqeo does not have a duty to update information contained in the Website or Apps, and Viqeo will not be liable for any failure to update such information. This Agreement includes our Privacy Policy and the annex listed in Section 13 below. Please review our Privacy Policy to learn about the information we collect from you, how we use it, and with whom we share it.

Service License:

Subject to the terms hereof, we grant you access to our Services. This includes the right to:

• - Stream videos that you have the right to view;
  
  
• - Create new videos from existing ones, images and photos
  
  
• - Add interactivity to videos if this ability is supported by Your Plan
  
  
• - Upload, store, and/or live stream videos, subject to your plan;
  
  
• - Embed our embeddable video player on third-party websites; and
  
  
• - Use all related functionality we may provide.
  
  

Unlimited Bandwidth and Storage Fair Use Policy:

Usually we don't limit or impose additional fees for bandwidth and storage (if you use unlimited storage Plan) consumption on accounts (i.e. you just deliver your videos to viewers). However, this policy is subject to fair use: If your aggregate bandwidth usage (across all accounts you control) is higher than 95% of other users on our platform in any calendar month, we may require you to upgrade to a more suitable plan, or terminate your account(s) upon advance written notice.

Monetization

We may help you to earn money through advertising. In this case you have to add an ads.txt file on your server and sign a direct advertising contract upon request via ads@viqeo.tv. Viqeo can provide you with an Ad Server and (or) Viqeo direct and programmatic campaigns. Viqeo can refuse you without a cause if your site does not meet our internal requirements.

APIs and Developer Tools

We may offer application programming interfaces ("APIs") that allow developers to build applications connected to our Services.

Enterprise Services:
We may offer Services pursuant to an individually-negotiated agreement. Enterprise services are governed by direct signed agreements.

You must provide an email address if you want to create an account to use features we offer (i.e., uploading or live streaming videos, making stories). By creating an account, you agree to receive notices from Viqeo at this email address.

You must be at least 16 years old or the applicable age of majority in your jurisdiction, whichever is greater, to create an account or otherwise use our Services. If you wish to use the Services for a commercial purpose, you must be at least 18 years old. Individuals under the applicable age may use our Services only through a parent or legal guardian's account and with their involvement. Please have that person read this Agreement with you and consent to it before proceeding.

You are responsible for all activity that occurs under your account, including unauthorized activity. You must safeguard the confidentiality of your account login and password data. If you are using a pc or other device that others have access to, you must log out of your account after each session. If you become aware of unauthorized access to your account, you must change your password and notify Viqeo immediately by writing to security@viqeo.tv.

Certain subscription plans may allow you to grant other registered users (a.k.a. 'Team members') access to the account. Both you and each team member is deemed a party to this Agreement. You are responsible for the actions of your team members and must monitor their access and usage.

Viqeo also may suspend or terminate any user account for any Service because of user inactivity. For example, a Viqeo account may be terminated or suspended if a user fails to sign-in to the Viqeo Service for an extended period of time. What is considered "user inactivity" varies depending on the Service. If one of your accounts is suspended or terminated for inactivity, your right to use such Service immediately ceases.

Restricted Users

You may not create or maintain an account if you are a member of a terror or hate group. You may not purchase any goods or software services from us if you are (a) located in a country that is subject to a U.S. Government embargo or has been designated by the U.S. Government as a terrorist-supporting country; or (b) listed on any U.S. Government list of restricted parties.

We offer free (Basic) memberships and paid subscriptions that allow you to upload and share video content. Basic (free) members may not submit videos that they did not create or play a material part in creating such videos.

For subscription plans you have the option to choose any from the current pricing options provided here: https://viqeo.tv/pricing/en

Free Trials and Discounts: We may offer free-trial or discounted subscriptions. When a free-trial period ends, your paid subscription begins (unless you have cancelled) and you must pay the full monthly or annual fee. If we provide a discount for the first subscription period, you must pay the discounted fee; in any renewal, you must pay the full fee.

You must pay all fees and taxes(federal, state, local and foreign taxes, duties, tariffs, levies, withholdings and similar assessments (including without limitation, sales taxes, use taxes and value added taxes) during your subscription period and any renewal periods. Our fees may include a fixed monthly or annual fee plus variable fees for transactions or usage.

Refund Policy:

The Services are billed in advance on a monthly or yearly basis, depending upon which payment plan is chosen by You. Viqeo will not provide refunds or credits in the case of cancellations, downgrades, or when there are unused portions of the Services on an open account. For any Services upgrade, Customer's credit card will automatically be charged the new rate for the next billing cycle (i.e., the next month or year), and for those Customers on the yearly payment plan, the additional fee for the Services upgrade for the remainder of the current year will also automatically be charged to the Customer's credit card.

Prohibitions and approves of reselling:

You may not sell, resell, rent, lease, or distribute any plan or any other aspect of our Services to any third party unless authorized by us in writing. We may suspend or terminate accounts sold via authorized resellers for non-payment to the reseller or any violation of the restrictions set forth in this Agreement.

We may allow you to upload, live stream, submit, or publish (collectively, to "submit") content such as videos, recordings, images, and text (collectively, "content"). You must ensure that your content, and your conduct, complies with the Acceptable Use Policy set forth in this Section 4. Viqeo may (but is not obligated to) monitor your account, content, and conduct, regardless of your privacy settings. Viqeo may remove or limit access or availability to any content or account that it considers in good faith to violate this Acceptable Use Policy.

Copyright Policy

You may only upload content that you have the right to upload and share. Copyright owners may send Viqeo a takedown notice as stated in our Copyright Policy if they believe Viqeo is hosting infringing materials. We will, in appropriate circumstances, terminate the accounts of persons who repeatedly infringe.

Content Restrictions

You agree that you will not use Viqeo to:

• Upload, post, email, otherwise transmit, or post links to any Content that:
  
  
  • is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful, or racially, sexually, ethnically or otherwise objectionable.
    
    
  • promotes illegal activity, including without limitation the provision of instructions for illegal activity.
    
    
  • exploits the images of children under 18 years of age, or that discloses personally identifying information belonging to children under 18 years of age or harm minors in any other way.
    
    

• Collect or store personally identifying information about other users for commercial or unlawful purposes.
  
  
• Impersonate any person or entity, including, but not limited to, a Viqeo official, employee, or falsely state or otherwise misrepresent your affiliation with a person or entity or employ misleading email addresses or falsify information in the header, footer, return path, or any part of any communication, including emails, transmitted through the Viqeo.
  
  
• Upload, post, email, otherwise transmit, or post links to any Content that you do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) or upload, post, email, otherwise transmit, or post links to any Content that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights ("Rights") of any party, or contributing to inducing or facilitating such infringement. This prohibition shall include, without limitation, the following forms of software piracy:
  
  
  • Making available copyrighted software or other Content that has had the copyright protection removed.
    
    
  • Making available serial numbers for software that can be used to illegally validate or register software.
    
    
  • Making available tools that can be used for no purpose other than for "cracking" software or other copyrighted Content.
    
    
  • Making available any software files for which the user does not own the copyright or have the legal right to make available.
    
    
• Upload, post, email, otherwise transmit, or post links to any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose.
  
  
• Upload, post, email, otherwise transmit, or post links to any material that contains software viruses, worms, trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Services or Viqeo.
  
  
• Conduct your own contests and promotions or upload, post, email, otherwise transmit, or post links to any Content regarding any raffle, contest or game requiring a fee by participants.
  
  
• Interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services.
  
  
• Decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from, or sublicense any software deployed in connection with the Services.
  
  

Advertising Restrictions:

You agree that you will not use Viqeo to:

• Advertise, offer for sale, or sell any item you are prohibited from advertising or selling by any applicable local, state, national, or international law, including regulations having the force of law, or advertise, offer for sale, or sell any of the following items:
  
  
  • Any firearms, explosives, or weapons.
    
    
  • Any food that is not packaged or does not comply with all laws governing the sale of food to consumers by commercial merchants.
    
    
  • Any alcoholic beverages.
    
    
  • Any tobacco products for human consumption, including, without limitation, cigarettes and cigars.
    
    
  • Any items that are indecent or obscene, that are hateful or racially, sexually, ethnically or otherwise objectionable, that contain child pornography, that are otherwise pornographic in nature, or are harmful to minors.
    
    
  • Any controlled substances or pharmaceuticals.
    
    
  • Any items that are counterfeit or stolen.
    
    
  • Any dangerous items.
    
    
  • Any goods or services that do not, in fact, exist.
    
    
  • Any registered or unregistered securities.
    
    
  • Any items that violate or infringe the rights of other parties.
    
    
  • Any items that you do not have the legal right to sell.
    
    
  • Any items where doing so through Viqeo or the Service would cause Viqeo to violate any law.
    
    

You expressly acknowledge and agree that Viqeo may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms and Conditions; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Viqeo, its users and the public. You acknowledge and agree that the technical processing and transmission of the Services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You further acknowledge and agree that other data collected and maintained by Viqeo with regard to its users may be disclosed in accordance with Viqeo's Privacy Policy.

Customer Owned Video Content

By uploading your media, You grant Viqeo a non-exclusive, worldwide, and royalty-free perpetual license to use, copy, transmit, publicly display, publicly perform, create compilations and distribute such Content to publish and promote such Content in connection with the particular Services and to publish and promote such Content elsewhere within Viqeo and the Services.

Actions can include but are not limited to:

• - Stream the video to end users;
  
  
• - Embed the video on third-party websites;
  
  
• - Distribute the video via Viqeo APIs;
  
  
• - Make the video available for download;
  
  
• - Transcode the video (create a few compressed streams for your video file that are optimized for streaming);
  
  
• - Generate stills (i.e., "thumbnails") from your video to represent it (if you have not selected one);
  
  
• - Generate video previews from your video to represent it;
  
  
• - Automatically generate and display closed captions or subtitles from your video;
  
  
• - Demonstrate parts of your video for marketing purposes
  
  

Account Data

You grant Viqeo permission to use your name, trademarks, logos, or other identifiers used by you in your account profile for the purpose of displaying such properties to the public or the audiences you have specified. You may revoke the foregoing permission by deleting your account. Viqeo can use public profiles in its marketing and investor materials.

Other Content and data

You grant Viqeo a perpetual and irrevocable right and license to copy, transmit, distribute, publicly perform, and display content through online means in connection with our Services.

Representations and Warranties

For each piece of content that you submit to or through Viqeo, you represent and warrant that:

• You have the right to submit the content to Viqeo and grant the licenses herein;
  
  
• Viqeo will not need to obtain licenses from any third party or pay royalties to any third party with respect to the streaming or other permitted distribution of the content;
  
  
• You have obtained appropriate releases (if necessary) from all persons who appear in the content;
  
  
• The content does not, and will not, infringe any third party's rights, including intellectual property rights, rights of publicity, moral rights, and privacy rights; and
  
  
• The content complies with this Agreement and all applicable laws.
  
  

Indemnification

You will indemnify, defend, and hold harmless Viqeo and its subsidiaries, parents, and affiliates, and their and our respective directors, officers, employees, and agents, from and against all third-party complaints, demands, claims, damages, losses, costs, liabilities, and expenses, including attorney's fees, arising from or relating to: (a) the content you submit to or through the Services; and (b) allegations of actions or omissions by you that (regardless if proven) would constitute a breach of this Agreement.

This Agreement begins when you first use our Services and continues so long as you use our Service or have an account with us, whichever is longer. Paid accounts will continue for the subscription period and will renew in accordance with Section 3 above. With respect to users who do not have a subscription plan (i.e., free users), (a) Viqeo may terminate this Agreement at any time by providing thirty (30) days' written notice, and (b) applicable users may terminate at any time by deleting their accounts.

If you breach this Agreement, Viqeo may, at its option: (a) terminate this Agreement immediately, with or without advance written notice; (b) suspend, delete, or limit access to your account (and other accounts you control) or any content within it; and (c) to the extent permitted by applicable law, retain any amounts payable to you (which you forfeit). If Viqeo deletes your account for breach, you may not re-register.

VIQEO AND THE SERVICES ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, VIQEO DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, VIQEO DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SERVICES OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE SERVICES, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH THE SERVICES OR THROUGH ANY LINKS PROVIDED IN THE SERVICES. VIQEO SIMILARLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE SERVICES.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT Viqeo DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF INFORMATION OR MATERIAL IN THE SERVICES. VIQEO DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL. Viqeo DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THE SERVICES, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. VIQEO MAKES NO WARRANTY REGARDING THE RELIABILITY OR ACCESSIBILITY OF MEMBER WEB PAGES OR ANY STORAGE FACILITIES OFFERED BY VIQEO.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL.

FORWARD-LOOKING STATEMENTS. THE WEBSITE AND THE APP MAY CONTAIN EXPRESS OR IMPLIED FORWARD-LOOKING STATEMENTS, WHICH ARE BASED ON CURRENT EXPECTATIONS OF MANAGEMENT. THESE STATEMENTS RELATE TO, AMONG OTHER THINGS, OUR EXPECTATIONS REGARDING MANAGEMENT'S PLANS, OBJECTIVES, AND STRATEGIES. THESE STATEMENTS ARE NEITHER PROMISES NOR GUARANTEES, BUT ARE SUBJECT TO A VARIETY OF RISKS AND UNCERTAINTIES, MANY OF WHICH ARE BEYOND OUR CONTROL, AND WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTEMPLATED IN THESE FORWARD-LOOKING STATEMENTS AND AND SUCH STATEMENTS ARE CURRENT ONLY AS OF THE DATE THEY ARE MADE.

TO THE EXTENT PERMITTED BY APPLICABLE LAW: (A) VIQEO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF VIQEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) VIQEO'S TOTAL LIABILITY TO YOU, EXCEPT FOR VIQEO'S CONTRACTUAL PAYMENT OBLIGATIONS HEREUNDER (IF ANY), SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO VIQEO OVER THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM(S) OR ONE HUNDRED DOLLARS (USD $100), WHICHEVER IS GREATER.

If you are dissatisfied with our Services for any reason, please contact us first so that we can try to resolve your concerns without the need for outside assistance.

Choice of Law

Any disputes relating to this Agreement or your use of our Services will be governed by the laws of New York State and the United States of America (with respect to matters subject to federal jurisdiction such as copyright), without regard to principles of conflicts of law.

Venue for Litigation

Except for matters that must be arbitrated (as set forth below), you and Viqeo agree that any action relating to this Agreement or your use of our Services must be commenced in either the Commercial Division of the New York State Supreme Court for New York County or the United States Federal Court for the Southern District of New York; you consent to the exclusive jurisdiction of those courts. IN ANY SUCH ACTION, VIQEO AND YOU IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

Arbitration of Any Cases

This Agreement shall be governed by and construed in accordance with the laws of the New York State, USA, without regard to its conflicts of law provisions. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any enactment of the Uniform Computer Information Transactions Act shall apply to this Agreement. The sole jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in Massachusetts having jurisdiction over Viqeo's offices, and both parties consent to the jurisdiction of such courts with respect to any such action. In any action or proceeding to enforce or interpret this Agreement, the prevailing party will be entitled to recover from the other party its costs and expenses (including reasonable attorneys' fees) incurred in connection with such action or proceeding and enforcing any judgment or order obtained.

Reservation of Rights, Severability: Viqeo reserves all rights not expressly granted herein. Viqeo's rights and remedies are cumulative. No failure or delay by Viqeo in exercising any right will waive any further exercise of that right. If any term of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that term will be limited or severed.

Force Majeure

Viqeo will not be liable for any delay or failure caused by (a) acts of God/natural disasters (including hurricanes and earthquakes); (b) disease, epidemic, or pandemic; (c) terrorist attack, civil war, civil commotion or riots, armed conflict, sanctions or embargoes; (d) nuclear, chemical, or biological contamination; (e) collapse of buildings, fire, explosion, or accident; (f) labor or trade strikes; (g) interruption, loss, or malfunction of a utility, transportation, or telecommunications service; (h) any order by a government or public authority, including a quarantine, travel restriction, or other prohibition; or (i) any other circumstance not within Viqeo's reasonable control, whether or not foreseeable (each a "force majeure event"). In the event of a force majeure event, Viqeo shall be relieved from full performance of the contractual obligation until the event passes or no longer prevents performance.


Relationship

You and Viqeo are independent contractors of one another; neither party is an agent, partner, or joint venturer of the other. This Agreement binds the parties and their successors, personal representatives, and permitted assigns. You may not assign this Agreement to any person whose account has been terminated by Viqeo or who is prohibited from registering; any such assignment will be void. Except as expressly stated herein, nothing in this Agreement confers any right on any third party.


Entire Agreement

This Agreement constitutes the entire understanding of the parties and supersedes all prior understandings regarding the subject matter hereof and may not be modified except in accordance with Section 1 or in a document executed by authorized representatives of Viqeo. If you have a signed agreement with Viqeo, any conflicting term of that agreement will prevail over the terms hereof, but only as to the subject matter of that agreement.

This Agreement incorporates the following documents (and no others) by reference:

• Privacy policy
• Personal data processing policy
  

Notices: You must send any notices of a legal nature to us by email or at:

Viqeo, Inc.

Attention to Legal Department

2602 Avenue U Suite 2F,

Brooklyn, New York, NY 11229