VIDSWAP TERMS OF USE

These Terms of Use (the "Terms") govern the use of the VIDSWAP website and service (the "Service"). The Service is owned and operated by Pixellot US, Inc., a company with its principal office in New York, New York ("Vidswap") and its licensors.

VidSwap provides the Service to its customers on a subscription basis. VidSwap will provide the Service to Subscribers subject to these Terms of Use.

PLEASE READ THESE TERMS CAREFULLY. BY ACCEPTING THESE TERMS WHEN YOU REGISTER FOR OR USE THE SERVICE FOR THE FIRST TIME, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE WITH THESE TERMS, DO NOT USE THE SERVICE.

IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF A SCHOOL, COMPANY, OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT.

Orders; Applicability and Changes to Terms

The Service is provided for annual subscriptions. Subscribers will be bound by the subscription term, fees, and any other terms included in the online subscription details as created by the VidSwap team (the "Order Form"). These Terms govern the use of the Service by any individual Users (as defined below).

These Terms will continue in force and effect for as long as you use the Service unless we inform you otherwise. We reserve the right to change the Terms at any time in our sole business discretion. We will make reasonable efforts to notify Users of changes to the Terms via the Service.

Please note, capitalized terms that are defined in these Terms, such as "Subscriber" or "Service," have the specific definitions given to them whenever they are used in these Terms.

Definitions

The following capitalized terms have these definitions when used in these Terms of Use:

"User Content" means any files uploaded to the VidSwap website by Users of the Service or content created on the site.

"Intellectual Property Rights" means all patent, copyright, trademark, service mark, trade name, domain name, trade secret, and other intellectual property rights or derivatives thereof, and forms of protection of a similar nature anywhere in the world.

"VidSwap Technology" means all of VidSwap's proprietary technology, including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible materials, documents, or information incorporated into or embodied by the Service.

"Subscriber" means the person or business that subscribes for the Service from VidSwap subject to these Terms of Use. A Subscriber account may have multiple authorized Users accessing the service via individual user accounts.

"Subscriber and User Data" means all registration and contact data submitted to the Service by Subscriber and Users, including personally identifiable information.

"Term" means the period of time for which the Users are entitled to use the Service pursuant to these Terms, as stated in the Order Form.

"User" means the Subscriber and the employees, agents, contractors, or others that Subscriber authorizes to use the Service.

Use of the Service

User

All rights not expressly granted to Users are reserved by VidSwap and its licensors.

The Service is not intended for use by anyone under age 18. Upon registration you represent and warrant that you are age 18 or older. You may not use the Service if you are barred from doing so under the laws of the United States or other country, including the country of your permanent residence or from which you use the Service.

In using the Service, you must accept usage restrictions. We intend these so that we can retain control over the Service and make it consistently available to all of our users.

Do not attempt to access or use the Service in any way other than through the standard interface. Users shall not: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Service available to any third party; (b) modify or make derivative works based upon the Service either on your own or through any third party; (c) create Internet hyperlinks to the Service; or (c) create a source, listing, decompile, disassemble, or reverse engineer the Service for any purpose; or (d) may not remove or obscure any notices or markings including without limitation, copyright, trademark, or confidentiality notices, or ownership notices on the Service, including any screens displayed by the such product.

Users shall not use the Service to: (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (b) send or store infringing, obscene, threatening, libelous, or otherwise unlawful material, including material harmful to children or which violate third party privacy rights; (c) send or store material containing software viruses or other harmful computer code, files, scripts, agents or programs; (d) interfere with or disrupt the integrity or performance of the Service; or (e) attempt to gain unauthorized access to the Service, its related systems or networks or to any data stored in the Service.

Do not use another software program or other technology to interoperate with, extract data or content, or scrape or frame any data or content from the Service.

We reserve the right to terminate your access to and use of the Service immediately and without prior notice to you if you violate the foregoing restrictions on use or otherwise violate these Terms.

Subscriber and User Responsibilities

Subscriber is responsible for all activity occurring through its Users and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with the use of the Service, including those related to data privacy, international communications, and the transmission of technical data or personally identifiable information. Subscriber and Users shall: (a) notify VidSwap promptly of any unauthorized use of any password, or account information, or any other known or suspected breach of security; (b) report to VidSwap promptly and use reasonable efforts to stop any unauthorized copying, distribution or other use of the Service; and (c) not impersonate another Subscriber or User or provide false identity information to gain access to or use the Service.

User Data; Privacy

VidSwap does not own the text, video, documents, data, files, trademarks, service marks, logos, graphics, or other information or content that you store in or use with the Service (the "User Data"). You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all User Data. You hereby grant VidSwap a royalty-free, worldwide, non-exclusive right and license to use, reproduce, modify, edit, adapt, publish, distribute, perform and display User Data solely for the purpose of providing the Service functionality to you and other users. VidSwap is not responsible or liable for the deletion, correction, destruction, damage, or loss of any User Content resulting from a User's use of the Service.

You acknowledge that VidSwap may contract with third party development, Service hosting, or technology infrastructure services providers for purposes of providing the Service functionality ("Third Party Service Providers"). VidSwap will make reasonable commercial efforts to ensure that the Third Party Service Providers abide by any applicable terms and conditions of this Agreement. VidSwap is solely responsible for monitoring and supervising the work of the Third Party Service Providers.

We may use your User Data to send you announcements, administrative messages, and other information about the Service. You may be able to opt out of some of these communications. Our privacy practices are set forth in our separate VidSwap Privacy Policy. Please review it carefully and regularly.

Upon termination of the Subscriber's subscription, VidSwap may delete all User Content stored on the Service for the current Term. Subscriber is responsible for maintaining backup or archival copies of the User Content during the Term and otherwise.

Changes to the Service

We expect to review and evaluate the Service functionality on a continuing basis. We may add or remove functionality or features in our business discretion, and may suspend or stop some functionality.

We will make reasonable efforts to preserve User Data if we make changes to the Service. If we discontinue functionality, where reasonably possible, we will give you reasonable advance notice and a chance to get any affected User Data out of the Service.

Payment Terms

Subscriber agrees to pay the subscription fees for the Term stated in the Order Form. Fees for the full Term are payable in advance unless VidSwap agrees otherwise in writing. VidSwap reserves the right to modify its subscription fees at any time, upon at least thirty (30) days notice to Subscriber, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party. The fees for the Service exclude any applicable taxes, levies, or duties imposed by taxing authorities.

Term

The Subscriber's subscription is for the Term stated in the Order Form. The failure of Subscriber to meet its payment obligations or its unauthorized use of the Service or VidSwap Technology will be deemed a material breach entitling VidSwap to terminate the Subscriber's subscription upon notice. The Subscriber's subscription will automatically renew for the Term stated in the Order Form unless the Subscriber cancels the subscription 30 days in advance of the renewal date.

Failure to Pay

VidSwap reserves the right to suspend or terminate the Subscriber's access to the Service if Subscriber fails to pay the subscription fees on time. If the Subscriber's subscription is terminated early, Subscriber will be obligated to pay the outstanding balance due on Subscriber's account. User Content may be deleted from the Service if Subscriber's account is delinquent for more than thirty (30) days.

Intellectual Property Rights

VidSwap retains all ownership and intellectual property rights to the Service. We may use any technology, ideas, concepts, know-how, methods, and techniques related to the Service that we learn from Users unless we specifically agree otherwise. Nothing in these Terms shall be construed to prevent us from developing, marketing, selling, or licensing software products that may include the same or similar functionality to the Service.

Using the Service does not give you any intellectual property rights in the Service or any content stored in it other than your usage rights under these Terms. You may not use content from the Service unless you obtain permission from its owner or are otherwise permitted to do so by law. These Terms do not grant you the right to use any branding or logos used in the Service.

Any content owned or provided by other Users of the Service is the sole responsibility of such Users. We may review content in our discretion and remove or refuse to display it if we believe that displaying it violates the law. Be aware: we do not actively review or monitor content submitted by Users, so you view any content displayed by the Service at your own risk.

Copyright Issues

If you are a copyright owner and believe your copyrighted material has been used on or displayed by the Service in a manner that constitutes copyright infringement, please report the violation to our designated copyright agent by sending written and email notices to:

Pixellot US, Inc.
Att'n: Copyright Officer
120 E 23rd St., Suite 4057
New York, NY 10016
support@vidswap.com

Please include the following information in your notice to us: (1) a detailed description of the allegedly infringed copyrighted material, (2) a description of the location of such material on the Service, (3) your contact information, including address, telephone number, and email address, if any, (4) your statement that you have a good faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent or the law, (5) your statement, made under penalty of perjury, affirming that the information in your notice is accurate and that you are authorized to act on the copyright owner's behalf, and (6) an electronic or physical signature of the copyright owner or someone authorized on the owner's behalf to assert copyright infringement and to submit the statement.

Indemnification.

Subscriber shall indemnify and hold VidSwap, its licensors, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including legal fees and costs, arising out of or in connection with a claim alleging that use of the Content infringes the rights of, or has caused harm to, a third party.

VidSwap shall indemnify and hold Subscriber, its licensors, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including legal fees and costs, arising out of or in connection with a claim that the Service or the VidSwap Technology violates the Intellectual Property Rights of any third party.

A party seeking indemnification under these Terms must promptly give the indemnifying party written notice of the claim and control over its defense and settlement of the claim, provided any settlement must unconditionally release the indemnified party from all liability and must not affect the indemnified party's business. The indemnified party will provide the indemnifying party with reasonable information and assistance in defending a claim.

Warranties and Disclaimer

You understand and agree that these Terms create a legally binding contract governing your use of the Service. You warrant that your use of the Service will comply with all of your obligations to third parties and all applicable laws, rules, and regulations of all federal and state legal jurisdictions and governmental agencies.

You represent and warrant that: (1) you own or have secured sufficient intellectual property rights to the User Data to access and use the Service for its ordinary and intended use; (2) your User Data does not and will not contain any content that is unlawful, threatening, harassing, profane, tortuous, defamatory, libelous, deceptive, fraudulent, or violates a person's privacy or publicity rights; and (3) your User Data does not and will not contain a software virus or other harmful component.

WE PROVIDE THE SERVICE TO YOU "AS IS." WE DISCLAIM ALL IMPLIED WARRANTIES OR CONDITIONS CONCERNING THE PERFORMANCE, OPERATION, OR QUALITY OF THE SERVICE, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Liability Limitations

TO THE FULLEST EXTENT ALLOWED BY LAW, WE WILL HAVE NO FINANCIAL LIABILITY TO INDIVIDUAL USERS FOR ANY AND ALL CLAIMS RELATING TO THEIR USE OF THE SERVICE PURSUANT TO THESE TERMS.

TO THE FULLEST EXTENT ALLOWED BY LAW, WE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH OR ARISING OUT OF YOUR USE OF THE SERVICE, INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE.

IN ALL CASES, VIDSWAP, ITS THIRD PARTY SERVICE PROVIDERS, AND ITS LICENSORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

Export Restrictions

The Service uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. The Service may only be used in the United States of America and its territories and may not be used, transferred, or otherwise exported to any foreign country. The Service may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. If Subscriber uses the Service from outside the United States of America, Subscriber is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited.

General

Except as expressly provided otherwise, Subscriber agrees to receive notice for all purposes under this agreement by electronic mail to the e-mail address of record for the Subscriber and all Users, as applicable. Users are responsible for updating their information so that email and other contact information remains current. Any email notices shall be deemed to have been given upon the expiration of 24 hours after it is sent. A notice to VidSwap shall be deemed given when received by any of the following: e-mail to support@vidswap.com.

These Terms are governed by the laws of the State of Minnesota and applicable U.S. federal law. All legal actions to enforce or interpret these terms shall be commenced exclusively in the state or federal courts located in New York County, Manhattan, and you consent to the exclusive jurisdiction and venue of such courts.

You may not assign or otherwise transfer your rights under this Terms without our prior written consent, which consent may be withheld for any reason in our sole discretion. We may freely assign our rights and obligations under these Terms to any third party as we determine in our sole business discretion.

This Agreement shall be binding upon, and inure to the benefit of, the parties and their permitted respective successors and assigns.

Any waiver or failure by VidSwap to exercise its rights under these Terms will not create a continuing waiver of such rights. If any provision of these Terms is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby, and will be interpreted, to the extent possible, to achieve the purposes as originally expressed in the invalid, illegal or unenforceable provision.

If any provision of these Terms of Use or the Order Form is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision, with all other provisions remaining in full force and effect.

These Terms state our entire agreement with you concerning use of the Service. These Terms may be superseded by the express terms of our license or other agreements with a Customer.

Copyright © 2020. All rights reserved.

Last revised: October 7, 2016.