Terms and conditions

INTRODUCTION

WELCOME TO VIDOO!
VIDOO is web-based service, owned and operated by Vidoo video solutions Ltd. (“VIDOO”, “we”, “us” or “our”, as the context requires), which enables you, subject to payment of service fees, to create Advertisements by utilizing your own content together with content owned or licensed to us (“VIDOO Service” or ” Service”).

The term “you” (and “your”, as applicable) refers to the user of the VIDOO Service. 

Please read these terms and conditions carefully before accessing or using the VIDOO Service. These terms and conditions govern your access to and use of the Service. By visiting and/or using the Service you are deemed to have read and agreed to these terms and conditions and our Privacy Policy found here, which together constitute the entire agreement between you and us in relation to the VIDOO Service, and supersede all previous agreements in respect of your use of the VIDOO Service. 

If you disagree with these terms and conditions or any part of these terms and conditions, you must not use the VIDOO Service.

We reserve the right to change these terms and conditions from time to time without notice. Your continued use of the VIDOO Service will signify your acceptance of any changes to these terms and conditions. You are therefore advised to review these terms and conditions periodically to familiarize yourself with any modifications. Any changes to our Privacy Policy will be posted on the Site 30 days prior to these changes taking place.

CERTAIN DEFINITIONS

 “Advertisement” means an audio/visual impression designated to endorse a product, service or activity, which is the final work product created by you through the use of the VIDOO Service, and which incorporates Licensed Content together with Your Content;

 “Content” means images, footage, videos, films, music, sound, graphics, logos, designs, fonts, text, animations, illustrations, program templates, artworks, literary works or any other audio and/or visual representation or impression, or any combination thereof, in any media, format and technology;

“Licensed Content” means any Content, whether owned by us or by our third party licensors, which is made available to you via the VIDOO Service for use and display within Advertisements;

“Your Content” means any data or Content (whether owned or controlled by you, and/or any third party) uploaded, posted, published processed, or transmitted by, in or through the VIDOO Service by you, excluding Licensed Content. 

AGE RESTRICTIONS

You must be at least at the age of majority in your state or province of residence to use the Service. By using the VIDOO Service you warrant and represent that you are at least at the age of majority in your state or province of residence. If you are a U.S citizen or resident, by using the VIDOO Service you warrant and represent that you are at least 18 years of age.

REGISTRATION AND LOG-IN

In order to access the VIDOO Service, we may require you to provide certain personal information as part of the registration process. 

If we provide you with a user ID and password to enable you to access the Service, you must ensure that the user ID and password are kept confidential. You warrant that any information you provide as part of the registration process will be true, accurate and up to date. All information provided as part of our
registration process is covered by our Privacy Policy.

We reserve the right to disable your user ID and password without notice or explanation if we believe, in our judgment, that you have violated any of these terms and conditions. 

LICENSE

You agree to use the VIDOO Service only for the purposes permitted by these terms and conditions and in accordance with applicable laws and regulations.

Subject to the terms and conditions hereof, and to your continuous payment in a timely manner of service fees, VIDOO grants you a non-exclusive, non sublicensable, non-transferable, limited, revocable, royalty-bearing license to access and use the VIDOO Service to create Advertisements subject at all times to the restrictions set out below and elsewhere in these terms and conditions. 

You may create any number of copies of the Advertisements you create through the Service, and publish, publicly display, publicly perform, broadcast, make available and transmit (collectively, “Distribute”) them in any digital media, provided that you may Distribute each Advertisement only in its entirety, including all credits, legends, watermarks and copyright notices embedded therein. You shall not, and shall not authorize any third party to, cut, edit, change, add to, delete from, revise, or create derivative works based on Advertisements. You may not use advertisements created on the Vidoo service for TV broadcast or Cinema.

You agree that you are entitled to use the VIDOO Service solely for your own account, and solely for the purpose of creating Advertisements promoting your own business or products. You are strictly prohibited from using the Service as an agent, distributor, broker or reseller for any third party, using the Service to provide services to others (e.g., acting as an advertising agency), or otherwise creating Advertisements not intended to promote your own business. You may not sell, resell, transfer, sublicense, lease, assign, lend, resell, rent or otherwise redistribute Advertisements to any other person or entity.

SERVICE FEES AND PAYMENTS

In consideration for the right to access the Service, You agree to pay us service fees, plus applicable taxes (such as Value Added Tax), in accordance with the pricing plan and billing method you have chosen during your registration to the Service. Please note, that Value Added Tax and other taxes may accrue on the service fees depending on Your location or place of doing business. If you provide incorrect or false details concerning your location/place of doing business, thus avoiding payment of such taxes, we reserve the right to charge such taxes from you at a later date. 

From time to time you may be granted a right to access and use the Service for a free trial period or to take advantage of other promotions or special price offerings. 
We may discontinue or suspend Your subscription to the Service without notice if service fees on Your charge card are refused for any reason, or if You fail to make payment when due.

You agree to receive invoices in a digital format only. Invoices will be sent to the email address you specified.

You may contact Support with any questions you may have concerning your service account.

REFUNDS AND CANCELLATION

You may downgrade or cancel your paid subscription at any time. Any fees paid to Vidoo solutions according to these Terms of Service are nonrefundable. Charges are billed in advance on a monthly basis, and there will be no refunds for partial months of service, plan change refunds, or refunds for non-usage with an active plan.

RESTRICTIONS ON ACCESS AND USE

 You shall not to use the VIDOO Service to create Advertisements which (a) violate any applicable law, regulation, by-law, code or order of any governmental body having jurisdiction; (b) are defamatory, obscene, pornographic, misleading, deceptive, fraudulent, unlawful, abusive, hateful, libelous, or otherwise inappropriate; (c) violate any intellectual property rights, right of privacy, right of publicity or any other right of any third party;  and/or (d) contain Content that promotes, encourages or glorifies violence, racism, hate or criminal activity. You covenant and agree that your use of the VIDOO Service shall be in a manner consistent with these terms and conditions and with all applicable laws and regulations. Without limiting the generality of the foregoing, you shall not fraudulently use the VIDOO Service, use the VIDOO Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms and conditions.

TITLE AND OWNERSHIP

All intellectual property rights and any all other proprietary rights in the VIDOO Service, and any software, hardware, systems, materials (whether tangible or intangible) and equipment comprising, or which are used by us to render, the VIDOO Service (“VIDOO Technology”) are owned by us or by our licensors, exclusively, and are protected by applicable copyright and trademark laws.

You shall not make any use of the VIDOO Service or any portion thereof, except as expressly permitted under these terms and conditions. You shall not (i) copy, modify or create derivative works based on the VIDOO Service or any portion thereof; (ii) reverse engineer, compile, decompile, decrypt, disassemble or attempt to derive the source code of the VIDOO Service; (iii) transfer, sublicense, sub-distribute, lease, assign, lend, resell, rent or otherwise redistribute the VIDOO Service or any portion thereof to any third party, (iv) remove or alter any copyright, trademark, trade name or other proprietary notices, legends, symbols or labels appearing on or in the VIDOO Service, including in any Licensed Content, (iv) circumvent any controls or security measures of the VIDOO Service or any portion thereof.

LICENSED CONTENT

The Licensed Content is licensed to you under the terms set forth herein. You expressly agree that the Licensed Content is not sold to you and that you do not otherwise acquire any right, title or interest in or to the Licensed Content, except for the limited license granted under these terms and conditions. We or our third party licensors, as applicable, retain any and all intellectual property rights and any other proprietary rights in and to the Licensed Content. 

With respect to any Licensed Content, you are granted a non-exclusive, non-sublicensable, non-transferable, limited, revocable, royalty-bearing license solely to perform the following: (i) incorporate Licensed Content into Advertisements, as part of your use of the Service, and (ii) Distribute the Licensed Content in any media, solely as and when incorporated into such Advertisements. You are strictly prohibited from attempting to access, extracting, copying or duplicating Licensed Content as a stand-alone file and from Distributing or otherwise using Licensed Content on a stand-alone basis or when not incorporated into Advertisements.

Notwithstanding anything to the contrary herein contained, VIDOO does not give any warranties, representations or indemnities with respect to any Licensed Content. You acknowledge and agree that with respect to such Licensed Content VIDOO acts solely as an intermediary platform, and does not assume any liability whatsoever.

YOUR CONTENT

As between you and VIDOO, you own all right, title and interest in and to Your Content, and we do not acquire any rights therein. You assume sole responsibility and liability for the legality, reliability, integrity, accuracy, quality and non-infringement of Your Content and the compliance thereof with all applicable laws and regulations. We do not assume any liability for Your Content or any part thereof. You warrant that Your Content: (a) shall not be fraudulent or intentionally misleading or inaccurate; (b) shall not infringe any intellectual property rights or other rights of any third party; (c) shall not violate any law, statute, ordinance or regulation; (d) shall not be malicious or derogatory; (e) shall not be harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, profane, hateful, or contain pornography or racially, ethnically or otherwise objectionable material of any kind, including, but not limited to, any material which encourages conduct that would constitute a criminal offense; or (f) shall not contain any viruses, Trojan horses, worms, time bombs, cancel-bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. 

It is your sole responsibility to regularly and independently save and back up any of Your Content and your Advertisements. 

We are not obligated to monitor Your Content (although reserve the right to do so) and we do not assume any liability for Your Content. We reserve the right, exercisable at our sole discretion, to remove Your Content or any part thereof without notice or explanation. 

You grant us a perpetual, non-exclusive, fully-transferable, worldwide, royalty free right and license to exercise any and all intellectual property rights in and to any of Your Content (in whole or in part) for the purpose of providing you with the VIDOO Service. You also grant us a perpetual, non-exclusive, fully transferable, worldwide, royalty free right and license, under any and all intellectual property rights, to use the Advertisements or parts thereof in any of our marketing and promotional activities, online and/or offline, including the right to edit advertisements as reasonably required for such purposes. With respect to our exercise of the foregoing licenses, you irrevocably wave any claims you may have with respect to any past, present or future so called “moral rights” you may have in Your Content or Advertisements. For the purpose of this paragraph, the term “us” also include any of our affiliates, directors, employees, agents, subsidiaries, successors, assigns and licensors.

SERVICE ADMINISTRATION

We reserve the right to edit and modify the VIDOO Service at our sole discretion. We do not guarantee the continuous availability of the VIDOO Service and/or any Content or information therein. 

MONITORING

VIDOO reserves the right to monitor your use of the VIDOO Service. Such monitoring shall not impose any liability on VIDOO, nor derogate from your obligations, responsibilities and liabilities hereunder.

PRIVACY

Your privacy is important to us. To see how we collect, manage, process, secure, and store your private information, please refer to our Privacy Policy, which is an integral part of these terms and conditions and incorporated herein by reference. We recommend that you read the Privacy Policy before using the VIDOO Service. By accessing and/or using the VIDOO Service you represent that you have read the Privacy Policy, understand it, accept it and agree to abide by its terms. 

NO WARRANTY

The VIDOO Service and all Licensed Content available therein is provided on an “as is”, “as available” basis, without any representations or warranties, express or implied including but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement of third party rights. 

To the fullest extent permitted by law, we exclude all representations and warranties relating to the VIDOO Service and any Licensed Content, including in relation to any inaccuracies or omissions in the VIDOO Service and/or the Licensed Content. Neither the Licensed Content nor any part thereof, nor any information or materials included therein should be considered as complete or accurate, nor should it be relied upon for any purpose or means. 

We do not guarantee, represent or warrant that your use of the VIDOO Service will be uninterrupted, timely, secure or error-free, or that any defects in the operation or functionality of the  VIDOO Service will be repaired or corrected. 

For the purpose of this clause hereof, the term “we” and “us” also include any of our affiliates, directors, employees, agents, subsidiaries, successors, assigns and licensors.

LIMITED LIABILITY

To the fullest extent permitted by law, we shall have no liability for any losses or damages whatsoever, whether in contract, tort or otherwise, arising out of or in connection with your use of or inability to use the VIDOO Service, including without limitation direct loss, loss of profits, loss of business, loss of opportunity, loss of data, loss of Your Content or any part thereof, loss of Advertisements or any part thereof (whether or not such loss was foreseeable, arose in the normal course of things or we have been advised of the possibility of such potential loss), damage caused to your computer, computer software, systems and programs and the data thereon or any other direct or indirect, consequential or incidental damages. In any event, you expressly understand and agree that any claim against us shall be limited to the amount you paid, if any, for use of the VIDOO Service.

For the purpose of this clause hereof, the term “we” and “us” also include any of our affiliates, directors, employees, agents, subsidiaries, successors, assigns and licensors.

INDEMNITY

You agree to indemnify and hold us harmless from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from:

1) any violation by you of any provision in these terms and conditions or arising out of any claim that you have breached any provision of these terms and conditions; 2) any claim that Your Content infringes any intellectual property rights and/or any other third party rights and/or applicable law;  3) actions against us by any third parties in connection your acts or omissions hereunder, including but not limited to, use of Licensed Content by you in manner inconsistent with these terms and conditions ; 4) any other claim in connection with your use of the VIDOO Service.

For the purpose of this clause hereof, the term “us” also include any of our affiliates, directors, employees, agents, subsidiaries, successors, assigns and licensors.

GOVERNING LAW AND JURISDICTION

These terms and conditions and your use of the VIDOO Service are governed by the laws of the state of Israel. Any dispute or action in connection with these terms and conditions shall be brought exclusively to the competent courts in the city of Tel Aviv, Israel, which shall have sole and exclusive jurisdiction over any such dispute and action, and you irrevocably agree to the jurisdiction of such courts. You agree that regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, related to or connected with the use of or inability to use the VIDOO Service and/or any Licensed Content or information therein must be filed by you within six (6) months after such claim or cause of action arose or be forever barred. 

TERMINATION

We reserve the right, exercisable at our sole discretion, to suspend or terminate your access to or use of all or part of the VIDOO Service, for any reason, with or without notice, including, without limitation, for suspected breach of these terms and conditions. 

MISCELLANEOUS

If any of these terms are deemed invalid or unenforceable for any reason, then the invalid or unenforceable provision will be severed from these terms and the remaining terms will continue to apply. Failure by us to enforce any of the provisions set out in these terms and conditions shall not be construed as waiver of such provisions and shall not affect the validity of these terms and conditions or any part thereof, or the right thereafter to enforce each and every provision. 

SUPPORT

Forquestions concerning your use of the Service you may email our support team at [email protected] You may also visit the FAQ section on the VIDOO website. 

NOTICES

Any notices to VIDOO shall be given by postal mail to “Vidoo video solutions Ltd 24th Raul Walenberg st. Tel Aviv, Israel”. Notices to you will be posted on the VIDOO service web page and/or sent to the email address you provided to us during the registration process. 

Effective Date: [1.1.2017]

Last Updated: [1.4.2018]