1. DESCRIPTION OF SERVICE
VOS Platform provides a Video exchange platform allowing Video suppliers to list their videos for external or internal buyers to access and use the videos for use on their digital properties.
The VOS platform provides the tools for the Video buyers and sellers to control the following.
- Access to subscribe to video channels and video feeds to use the videos on your digital properties.
- To view and use or approve the videos prior to publishing the videos on your digital properties.
- View the language used within the video.
- View the price/cost of the videos may be used (See buyer payments).
- Establish channels or feeds for videos
- Turn on and of channels or feeds and videos.
- Delete channels and videos.
It is understood the VOS platform will continue to add further features.
2. YOUR ACCEPTANCE
By using or visiting the VOS website or any VOS products, software, data feeds, and services provided to you on, from, or through the VOS website (collectively the “Service”) you signify your agreement to these terms and conditions (the “Terms of Service”), If you do not agree to any of these terms, please do not use the Service.
Although we may attempt to notify you when major changes are made to these Terms of Service, you should periodically review the most up-to-date version on our website. VOS may, in its sole discretion, modify or revise these Terms of Service and policies at any time, and you agree to be bound by such modifications or revisions. Nothing in these Terms of Service shall be deemed to confer any third-party rights or benefits.
These Terms of Service apply to all users of the Service, including users and organizations who are also contributors of Content on the Service. “Content” includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Service. The Service includes all aspects of VOS, including but not limited to all products, software and services offered via the VOS website, such as the VOS channels, the VOS “Embeddable Player,” the VOS “Uploader” and other applications.
The Service may contain links or be embedded to third party websites that are not owned or controlled by VOS. VOS has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, VOS will not and cannot censor or edit the content of any third-party site. By using the Service, you expressly relieve VOS from any and all liability arising from your use of any third-party website.
Accordingly, we encourage you to be aware when you leave the Service and to read the terms
4. VOS Accounts
In order to access the features of the Service, you will have to create a VOS Account. You may never use another’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify VOS immediately of any breach of security or unauthorized use of your account.
Although VOS will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of VOS or others due to such unauthorized use.
5. GENERAL USE OF THE SERVICE – PERMISSIONS AND RESTRICTIONS
VOS hereby grants you permission to access and use the Service as set forth in these Terms of Service, provided that:
You agree not to distribute in any medium any part of the Service or the Content without VOS’s prior written authorization, unless VOS makes available the means for such distribution through functionality offered by the Service (such as the Embeddable Player).
You agree not to alter or modify any part of the Service.
You agree not to access Content through any technology or means other than the video playback pages of the Service itself, the Embeddable Player, or other explicitly authorized means VOS may designate.
You agree not to use the Service for any of the following commercial uses unless you obtain VOS’s prior written approval:
Download and sale of the content
If you use the Embeddable Player on your website, you may not modify, build upon, or block any portion or functionality of the Embeddable Player, including but not limited to links back to the VOS website.
If you use the VOS downloader, FTP or MRSS downloading solutions, you agree that it may automatically download and install updates from time to time from VOS. These updates are designed to improve, enhance and further develop the downloading and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit VOS to deliver these to you) as part of your use of the downloader.
You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Service in a manner that sends more request messages to the VOS servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, VOS grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials. VOS reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Service, nor to use the communication systems provided by the Service (e.g., comments, email) for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Service with respect to their Content.
In your use of the Service, you will comply with all applicable laws.
VOS reserves the right to discontinue any aspect of the Service at any time.
6. ERRORS AND INACCURACIES; CORRECTIONS
The content may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update information at any time without prior or any notice to you.
7. YOUR CONTENT AND CONDUCT
As a VOS account holder you may access Content to the Service, including videos. You understand that VOS does not guarantee any confidentiality with respect to any Content you use.
VOS does not endorse any Content submitted to the Service by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and VOS expressly disclaims any and all liability in connection with Content. VOS does not permit copyright infringing activities and infringement of intellectual property rights on the Service, and VOS will remove all Content if properly notified that such Content infringes on another’s intellectual property rights. VOS reserves the right to remove Content without prior notice.
8. ACCOUNT TERMINATION POLICY
VOS will terminate a user’s access to the Service if, under appropriate circumstances, the user is determined to be a repeat infringer.
VOS reserves the right to decide whether your access violates these Terms of Service for reasons other than copyright infringement, such as, but not limited to, pornography, obscenity, or excessive length. VOS may at any time, without prior notice and in its sole discretion, remove and/or terminate a user’s account for accessing such material in violation of these Terms of Service.
9. OTHER JURISDICTIONS
Use of the Website and consumption of the services is unauthorized in jurisdictions that do not give effect to this Agreement or where access to or use of the Website or the services may be illegal or prohibited. Those who choose to access the Website or use the services from such locations do so on their own initiative, at their own risk and are responsible for compliance with local laws, if and to the extent that local laws are applicable.
10. FORCE MAJEURE
Under no circumstances shall VOS be held liable for any delay or failure or disruption of the content or services delivered through the Sites resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties.
11. DIGITAL MILLENNIUM COPYRIGHT ACT
If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You may direct copyright infringement notifications to email: email@example.com. You acknowledge that if you fail to comply with all of the requirements of this Section.
Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your Content, you may send a counter-notice containing the following information to the Copyright Agent:
Your physical or electronic signature;
Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or misidentification of the Content; and
Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in San Francisco, California, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Copyright Agent, VOS may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at VOS’s sole discretion.
12. WARRANTY DISCLAIMER
YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, VOS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF. VOS MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE’S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. VOS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED SERVICES OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND VOS WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
13. LIMITATION OF LIABILITY
IN NO EVENT SHALL VOS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT VOS SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
The Service is controlled and offered by VOS from its facilities in the United States of America. VOS makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are responsible for compliance with local law.
To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless VOS, its parent corporation, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of the Service.
15. ABILITY TO ACCEPT TERMS OF SERVICE
You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. In any case, you affirm that you are over the age of 13, as the Service is not intended for children under 13. If you are under 13 years of age, then please do not use the Service.
These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by VOS without restriction.
17. DIRECT RELATIONSHIPS
It is understood that VOS has and continues invests significant money to introduce content buyers to the VOS platform and develop the VOS platform. By using the platform you agree not to attempt to bypass the VOS platform and form direct relationships with content buyers you have been introduced to via the VOS platform. The content supplier accepts they will be liable for damages if the relationship is formed excluding utilizing the VOS Platform.
Content buyers are invoiced at the end of each month for the videos used and VOS’s payment terms in net 7 days.
If the buyer is also licensing the VOS platform as a white label solution they will be invoiced a platform licensing fee each month.
These Terms of Service shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and VOS that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in Santa Clara County, California. These Terms of Service, together with the Privacy Notice at on our website and any other legal notices published by VOS on the Service, shall constitute the entire agreement between you and VOS concerning the Service. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and VOS’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. VOS reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the Service following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms. YOU AND VOS AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.