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VIDMOB GENIUS TERMS OF SERVICE

Your use of the VidMob Genius site (collectively, the “Site”) is governed by these VidMob Genius Terms of Service (the “Terms”). The Terms include and incorporate the VidMob Privacy Policy (“Privacy Policy”), found [here].

Acceptance By using the Site, you indicate that you have read, understand, and accept the Terms. If you do not accept the Terms, you cannot use the Site. VidMob reserves the right to change the Terms at any time. VidMob will post any changes to the Terms but is not obligated to notify users individually. Changes to the Terms will be effective immediately for new users and five (5) days after notice of such changes is posted for existing users.
The Site is hosted and operated by Intellum, Inc., and may be subject to additional terms and conditions between you and Intellum.

Your Account

General. In order to access certain parts of the Site, you are required to set up an account (an “Account”). You are responsible for anything that happens through your Account.

Information & Content. You must ensure all Account information you provide us is complete and accurate. All such information will be used in accordance with these Terms, and you hereby consent to the processing and storage of your Account information, as well as all images, video, sounds, data, information, or other materials (“Content”) you upload or transmit to the Site, on hardware or software owned or controlled by VidMob and/or VidMob’s third-party hosting providers (e.g. Amazon Web Services).

Licenses to VidMob You hereby grant to VidMob the non-exclusive, worldwide right to use the Content, information, and data, including without limitation personal data, you upload or transmit to the Site in order to maintain and operate VidMob’s products and services and provide support as you use them.
You further grant to VidMob the right to collect information regarding your usage of the Site and to use such information to develop and improve the Site and VidMob’s other products and services, provided that no such information shall be disclosed to any third parties in a way that would enable such third party to identify you.

VidMob’s Intellectual Property VidMob owns all rights in the Content available on the Site (the “VidMob Content”). VidMob also owns all rights in its trademarks, service marks, logos, name, branding, and equivalent identifiers (“Marks”).
In addition, if you send VidMob ideas, suggestions, feedback, or related information relating to the Site or VidMob’s other products and services, VidMob will have the right to freely use and disclose that information without compensation to you.

VidMob’s License to You
Subject to your compliance with these Terms, VidMob grants you a limited, revocable, non-sublicensable, non-transferable, non-exclusive license to access and use the VidMob Content solely to assist you in your use of VidMob’s products and services.

Your Conduct You agree to conduct yourself with courtesy and decorum at all times when using the Site. In addition, you agree not to: - Distribute, rent, lease, or otherwise sell the Site or any VidMob Content or data produced by the Site to any third party (including on a service bureau or similar basis). - Modify or create derivative works based on any element of the Site or VidMob Content. - Decompile, reverse engineer, or translate any portion of the Site into human-readable form (except to the extent this restriction is prohibited by applicable law). - Use the Site in a manner that violates the rights of any third party, any contract to which you are bound, or applicable law. - Use VidMob Marks for any purpose without VidMob’s advance written consent. - Interfere with or disrupt the operation of the Site. - Circumvent or disable any security measures or use restrictions. - Access the Site in an unauthorized manner. - Use the Site for purposes of competing with VidMob.

Violations of the Terms. VidMob may take any actions it deems reasonable if VidMob believes you have violated these Terms, including suspension or termination of your Account, and will not be liable to you or any third party for such actions.

Updates and Monitoring. VidMob may update the Site at any time. VidMob also reserves the right to stop offering the Site and will not be required to compensate you in such event. VidMob has the unlimited right to monitor all activities on the Site, but no obligation to do so. Communications made via the Site are not confidential.

Infringement Complaints

General. VidMob respects the intellectual property rights of others and we expect you to do the same. If you are a copyright owner and believe a user of the Site is infringing your copyright or the copyright of any third party, please notify our designated copyright agent in writing at the following address: VidMob, Inc., Attn: Brian Keller, 126 Fifth Ave, 4th Floor, New York, NY 10011.

Notice Requirements. Each notification must include the following information: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the right that is allegedly infringed, (ii) a description of the work claimed to have been infringed, or, if multiple works are covered by a single notification, a representative list of such works, (iii) identification of the material that is claimed to be infringing, and information reasonably sufficient to permit VidMob to locate the material, (iv) information reasonably sufficient to permit VidMob to contact you, such as an address, telephone number, and, email address, (v) a written 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 (vi) a statement made under penalty of perjury that the information in the notification is accurate and that you are the copyright owner or authorized to act on the owner’s behalf.

Trademarks. The above process may be used to inform us of potential or suspected violations of other intellectual property rights, including unauthorized use of trademarked material.

Rights and Remedies. We may remove Content alleged to be infringing from the Site and terminate or suspend the Account of any user who infringes the intellectual property rights of another person or entity, in each case without prior notice and at our sole discretion.

Your Representations and Warranties You represent and warrant to VidMob that: (i) you are at least 18 years of age and have the authority to enter into these Terms on your own behalf or, if you are acting on behalf of an entity, on behalf of that entity, (ii) you have the authority to fully perform all applicable obligations under these Terms, and (iii) no Content you transmit, store, or otherwise use in connection with the Site will infringe the rights of any third party, violate applicable law, or contain viruses or other malicious or harmful software.

Indemnification You agree to indemnify, defend, and hold harmless VidMob, its affiliated companies, contractors, employees, officers, agents and third-party suppliers, licensors, and partners (the “VidMob Parties”) from and against all third-party claims, expenses, or liabilities of any kind (including legal fees) arising out of your use or misuse of the Site, any breach of these Terms, or your violation of any applicable laws, rules or regulations. Your obligation to indemnify, defend, and hold harmless the VidMob Parties will survive any expiration or termination of these Terms, as well as any termination of your Account or of the Site.

DISCLAIMERS AND LIMITATION OF LIABILITY

DISCLAIMER.

THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOU USE THE SITE AT YOUR OWN RISK. THE VIDMOB PARTIES DISCLAIM ALL EXPRESS AND IMPLIED WARRANTIES REGARDING THE SITE, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. THE VIDMOB PARTIES DO NOT WARRANT THAT THE SITE WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, ERROR-FREE, OR SECURE, AND VIDMOB HAS NO OBLIGATION TO ENSURE THAT OTHER USERS BEHAVE COURTEOUSLY OR THAT ALL CONTENT IS APPROPRIATE.
THE FOREGOING DISCLAIMERS ARE MADE THE FULLEST EXTENT PERMITTED BY LAW.

LIMITATION OF LIABILITY. IN NO EVENT WILL THE LIABILITY OF ANY OF THE VIDMOB PARTIES, WHETHER INDIVIDUALLY OR IN THE AGGREGATE, RELATING TO THESE TERMS EXCEED FIVE HUNDRED DOLLARS ($500), OR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING LIMITATIONS OF LIABILITY ARE MADE TO THE FULLEST EXTENT PERMITTED BY LAW.

Termination.
You may terminate any Account registered to you at any time via the Site or by emailing us at support@vidmob.com. VidMob has the right, immediately and without notice, to suspend or terminate your Account if VidMob believes you have violated the Terms. After termination, Sections any other provisions that, by their nature, are intended to survive, will survive.

General Provisions Governing Law and Dispute Resolution. These Terms are governed by the laws of the State of New York without regard to conflict of law principles. Any unresolved disputes between the parties to this Order Form relating thereto will be resolved exclusively via confidential, binding arbitration administered by JAMS pursuant to its rules then in effect. The arbitration will be conducted before a single arbitrator mutually agreed upon by the parties. If the parties are unable to agree on an arbitrator within ten days after submission of the dispute to JAMS, an arbitrator will be selected in accordance with the JAMS rules. The arbitration shall take place in Manhattan, New York, NY and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. The arbitrator shall be required to provide in writing to the parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings. Each party will bear its own costs in respect of any disputes relating to this Agreement. You and VidMob submit to the exclusive personal jurisdiction of the state and federal courts located within New York, New York for resolution of any court proceeding permitted under these Terms.

Notices All required notices from VidMob to you will be provided via e-mail to the address associated with your Account. All notices from you to VidMob under these Terms must be in writing and addressed to: VidMob, Inc., Attn: Legal Department, 126 Fifth Ave, New York, NY 10011 or will be sent via email to support@vidmob.com. Any notices that you provide without compliance with this paragraph will have no legal effect.

Miscellaneous.
These Terms contain the entire understanding between you and VidMob relating to your use of the Site, and supersede all prior understandings or agreements of any kind between you and us with respect to the Site. You affirm that you have the full legal right and authority to enter into these Terms and to fully perform all applicable obligations and grant all applicable rights described herein. If you are acting on behalf of an entity in your use of the Site, you affirm that you have the authority to take all such actions on behalf of that entity. You acknowledge that you and VidMob are independent contractors. VidMob’s failure to enforce any provision or exercise any right under these Terms will not be construed as a waiver of such provision or right. You and VidMob agree that if any portion of these Terms is found to be unenforceable by any court of competent jurisdiction, such provision will be ineffective solely to the extent of such unenforceability and solely in such jurisdiction, and the remaining terms will continue in full force and effect. Except with respect to the VidMob Parties, there will be no third-party beneficiaries of these Terms. You may not assign or delegate any rights or obligations under the Terms without VidMob’s prior written consent. You agree that any electronic signature, including any action such as clicking a checkbox or other icon indicating agreement, that you provide via the Site constitutes your acceptance and agreement as if actually signed by you in writing. All required notices from VidMob to you will be provided via e-mail to the address associated with your Account.