Agreement to Be Bound:
The software Web Site (the “Site”) is an online information service and is subject to your compliance with the terms and conditions set forth below.
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THIS SITE. BY ACCESSING OR USING THIS SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THIS SITE.
THE TERMS AND CONDITIONS OF THIS SITE ARE SUBJECT TO MODIFICATION BY VDOLIFE INC.,. (hereinafter “vdoLife”) FROM TIME TO TIME, AND SUCH MODIFICATIONS SHALL COME INTO EFFECT IMMEDIATELY UPON THE POSTING OF SUCH MODIFIED AGREEMENT ON THIS SITE. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF THE SITE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.
Services Offered:
Entering into a licensing agreement (the “Licensing Agreement”) with vdoLife will entitle the licensee to have access to the following services:
- ability to choose, from the talent (the “vdoTalent”) appearing on the Site, a spokesperson (“the vdoSpokesperson”) or host to be used in a recording exclusively for the purpose of promoting the business/organization, wares, merchandise and/or services of the licensee on a web site owned by the licensee;
- use of the vdoLife recording studio or a 3rd party video studio for the purpose of creating a recording (the “Recording”) of the chosen Talent;
Intellectual Property:
The entire contents of this Site, all materials and services as well as their selection and arrangement are protected by international copyright, trade-mark , patent and trade-secret and all other intellectual property and proprietary right (the “Intellectual Property Rights”). The owner of the Intellectual Property Rights vdoLife, its affiliates or third party licensors and any unauthorized use of the Materials or Services may violate such laws and the Terms of Use. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SITE, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE. You agree not to copy, republish, frame, download, transmit, modify, adapt, create derivative works based on, rent, lease, loan, sell, assign, distribute, display, perform, license, sublicense or reverse engineer the Site, Materials or Services, any portions of the Site, Materials or Services or the selection and arrangement of the Site, Materials or Services, except as expressly authorized herein. In addition, you agree not to use any data mining, robots or similar data gathering and extraction methods in connection with the Site, Services or Materials. You may print and download portions of material from the different areas of the Site solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials. You agree to grant to vdoLife a non-exclusive, royalty-free, worldwide, perpetual license, with the right to sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any materials and other information (including without limitation, ideas contained therein for new or improved products and services) you submit to any public areas of the Site (such as bulletin boards, forums and newsgroups) or by e-mail to vdoLife by all means and in any media now known or hereafter developed. You also grant to vdoLife the right to use your name in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against vdoLife for any alleged or actual infringement or misappropriation of any proprietary right in your communication to vdoLife.
Publications, products, product names, logos, content or services referenced herein or on the Site are the exclusive Intellectual Property or other property of vdoLife. Other products, product names or logos and company names mentioned in the Site may be the intellectual property of their respective owners. Any use of this Site and the demonstrations appearing thereon should only be in conjunction with web sites, web pages, publications, products, product names, logos, content or intellectual property owned by such user. Any use of the intellectual property of such third parties other than the user is unauthorized and not permitted without the express written consent of the owner of such intellectual property.
Use of Site and Services:
User shall pay all costs and charges, including phone charges and telecommunications i.e. Internet, equipment costs, that user incurs in order to access or use the Site, Services and Materials. User must adhere to all limitations on dissemination, usage and reproduction of any Materials that user views, demonstrates, downloads or in any other manner makes use of from the Site that are subject to such limitations. All use of the Site, Services and Materials shall be strictly in conjunction with the Terms of this Agreement and any Service Contract entered into between vdoLife and the User. User agrees to use the Site, Services and Materials only to access, view, demonstrate, download, send or receive Materials in an appropriate manner as related to the particular Materials or Services being accessed by User. Some examples of improper activities when accessing or using the Site, Services or Material which User agrees are prohibited and in which User agrees not to engage includes:
- collecting, harvesting, mining or engaging in any other activity to obtain e-mail addresses, phone numbers, personal information or any other information about others;
- using or attempting to gain access to or use another's account, password, Service, Materials or computer systems or networks connected or related to vdoLife or to the Site without authorization from vdoLife, whether through hacking, password mining or any other means;
- removing or falsely adding to any uploaded Materials any copyright, trademark or other legal or proprietary rights notices, author attributions or other information such as origin or source of the Material;
- accessing or attempting to access any Material that you are not authorized to access or Materials through any means not intentionally made available through the Site or Services;
- making available any files containing Materials where you do not own or control, or have not received the necessary licenses to, all Intellectual Property Rights, rights of privacy and publicity and all other rights in and to such Materials;
- using the demonstration features of this Site in conjunction with a web site, URL or service or in conjunction with trade-marks, copyright and/or any other intellectual property which you are not authorized to access or otherwise use;
- disrupting or interfering with the security of, or otherwise cause harm to, the Site, or any Services, Materials, systems resources, accounts, passwords, servers or networks connected to or accessible through the Site or any affiliated or linked sites;
- transmitting unsolicited or bulk communications to any vdoLife account holder or to any vdoLife.com, vdolife.com, vdoLife.com or other affiliated e-mail address;
- posting or otherwise submitting any software, programs or files that are harmful or disruptive of another’s equipment, software or other property, including any corrupted files, time bombs, Trojan horses, viruses and worms;
- downloading any Materials posted by another that you know, or reasonably should know, cannot be legally reproduced, distributed, performed or displayed in such manner;
- disrupting, interfering with or inhibiting any other user from using and enjoying the Site or other affiliated or linked sites, Materials or Services;
- using this Site to gain access to personal information about any “vdoTalent/vdoSpokesperson” (Talent) appearing hereon and engaging in any unwanted or unsolicited contact with such Talent;
- violating any applicable laws or regulations related to the access to or use of the Site, or engage in any activity prohibited by the Terms of Use;
- posting, or otherwise compiling, using or downloading any material from this Site or in any other way using this Site to submit any topic, name, material or information that is child pornography, defamatory, excessively violent, harassing, inappropriate, indecent, lascivious, lewd, obscene, profane, racist, unlawful, or otherwise objectionable;
- violating the rights of vdoLife or any third party (including rights of privacy and publicity) or abusing, defaming, harassing, stalking or threatening another; or
If you are required to establish an account in connection with a particular Service or Material, you must complete the designated registration process for such Service or Material. All required registration information that you provide must be current, complete and accurate and kept up to date on a prompt, timely basis. If required, you must also choose a user name and password for such account. It is your sole responsibility to keep your account number, user name, password and other sensitive information confidential. If you become aware of any unauthorized use of your account or any other breach of security, you shall notify vdoLife immediately. If any Services or Materials provide password-restricted access to your sensitive information (including customer lists and contractual terms), then by accessing or using this Site and setting up a password-restricted account for such Services or Materials, you consent to vdoLife's display of such information via such Services or Materials and accept all risks of unauthorized access to such information.
Use of Software:
Materials encompassing any software code, including programs, tools, utilities, files and otherwise, and accompanying documentation that are made accessible via the Site (collectively, "Software") are the copyrighted and patented work of vdoLife or its suppliers. Use of such Software is governed by the terms of the license agreement that accompanies or is included with the Software, or by the license agreement expressly stated on the Site page(s) accompanying the Software. You will not be able to use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. Absent a license agreement that accompanies the Software, use of the Software will be governed by the Terms of Use. You agree that you will not decompile, reverse engineer or otherwise attempt to discover the source code of the Software. The Software is made available solely in accordance with the license agreement. Without limiting the foregoing, unless the accompanying license agreement expressly allows otherwise, any copying or redistribution of the Software is prohibited, including any copying or reproduction of the Software to any other server or location for further reproduction, redistribution or use on a service bureau basis. Any unauthorized use, copying or distribution of the Software is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
The design, layout and/or look and feel of this Site are protected by law, including trade dress, trademark, unfair competition and other laws, and may not be copied or imitated in whole or in part. No Mark, graphic, video (vdo), sound or image from the Site may be copied or retransmitted unless expressly permitted by vdoLife. In addition, various sections of the Site may showcase the work of creative professionals. Such Materials (whether vdoLife Materials or User Content) belong to their creators, may be protected by Intellectual Property Rights and are for display purposes only. Accordingly, you may not download or print these works unless there is a notice associated with the work expressly permitting such uses.
Creative Material:
You represent and warrant that any material submitted by you, including text, graphics, scripts or otherwise, and which you wish to have incorporated into any video (vdo) or other product to be created by vdoLife is your sole and exclusive property and that you own any and all copyrights, trade-marks, licenses, trade dress, industrial designs, patents or any other intellectual property rights (“Your Intellectual Property”) thereto. Furthermore, you have not entered into any agreements, contracts or licenses which in any way restrict the use of Your Intellectual Property. You hereby indemnify and hold vdoLife harmless for any claim by a third party for a breach of their intellectual property rights with respect Your Intellectual Property which you provided to vdoLife. You agree to pay all damages, costs, disbursement and other claims, including legal fees on a solicitor client basis, incurred by vdoLife arising from any such third party claim with respect to Your Intellectual Property.
All videos or other creative material (the “Creative Material”) produced and created by vdoLife is the exclusive property of vdoLife. vdoLife hereby grants a license to you authorizing you to use such Creative Material on such conditions and for such term as is stipulated in a separate licensing agreement you will be required to enter into. Any use of the Creative Material that is not authorized by such licensing agreement is expressly prohibited.
You hereby grant to vdoLife an unrestricted, irrevocable, exclusive, worldwide, royalty-free and fully paid up license to use, reproduce, publicly display, publicly perform, copy, edit, modify, translate, reformat, transmit and distribute Your Intellectual Property, with or without having your name attached to such Images, through any web site owned by vdoLife or any of its affiliates. You acknowledge that such license shall be for the express purpose of allowing vdoLife to compile a catalogue of Creative Material which it may use, in its sole and absolute discretion, without any compensation to you, to market and promote its services. vdoLife may refuse to work with any material or script submitted by you which vdoLife, in its sole and absolute discretion, considers to be harmful, discriminatory, objectionable or otherwise, in bad taste and shall not be liable to you for any fees, costs, loss or damages sustained by you in the creation of such script.
You hereby warrant and represent that all third party moral rights in any of Your Intellectual Property which you submit to vdoLife have been waived by their creators.
Links to Third Party Sites:
The Site, Services or Materials may include links that will take you to other sites outside of the Site ("Linked Sites"). The Linked Sites are provided by vdoLife to you as a convenience and the inclusion of the links do not imply any endorsement by vdoLife of any Linked Site. vdoLife has no control of the Linked Sites and you therefore acknowledge and agree that vdoLife is not responsible for the contents of any Linked Site, any link contained in a Linked Site or any changes or updates to a Linked Site. You further acknowledge and agree that vdoLife is not responsible for any form of transmission (e.g. webcasting) received from any Linked Site.
Warranties and Disclaimers:
THE SITE, SERVICES AND MATERIALS, ARE PROVIDED BY vdoLife UNDER THESE TERMS OF USE "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, vdoLife MAKES NO WARRANTY THAT (i) THE SITE, SERVICES OR MATERIALS WILL MEET YOUR REQUIREMENTS; (ii) THE SITE, SERVICES OR MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM. THE USE OF THE SITE, SERVICES OR MATERIALS WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (iv) THE QUALITY OF THE SITE OR ANY SERVICES OR MATERIALS PURCHASED OR ACCESSIBLE BY YOU WILL MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS OR DEFECTS IN THE SITE, SERVICES OR MATERIALS WILL BE CORRECTED.
THIS SITE, SERVICES AND MATERIALS MAY INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. vdoLife MAY MAKE CHANGES TO THE SITE, MATERIALS AND SERVICES, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY SOFTWARE OR PRODUCTS LISTED.
International Users:
This Site can be accessed from countries around the world and may contain references to vdoLife products, services and programs that are not available in your country. These references do not imply that vdoLife intends to announce such products, services or programs in your country. The Site is controlled, operated and administered by vdoLife Systems Incorporated from its offices within Canada. vdoLife makes no representation that the Site, the Services or Materials are appropriate or available for use at other locations outside Canada, and access to the Site from territories where the Site, the Services or Materials are illegal is prohibited. If you access the Site from a location outside Canada, you are responsible for compliance with all local laws.
Personal Information and Privacy:
vdoLife will use and protect your data, such as your name and address, in accordance with the vdoLife Privacy Policy, the contents of which are incorporated by reference into the Terms of Use.
Limitation of Liability:
IN NO EVENT SHALL vdoLife, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND, OR ANY DAMAGES OR LOSSES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT FORESEEABLE OR IF vdoLife HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, AND ON ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ANY OTHER CLAIM ARISING OUT OF OR IN CONNECTION WITH: (1) THE ACCESS OR USE OF OR THE INABILITY TO ACCESS OR USE THE SITE, SERVICES, OR MATERIALS; (2) THE STATEMENTS OR ACTIONS OF ANY THIRD PARTY ON OR VIA THE SITE, SERVICES OR MATERIALS; (3) ANY DEALINGS WITH VENDORS OR OTHER THIRD PARTIES; (4) ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE; OR (9) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE ANY LINKED SITE. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
Notification of Copyright Infringement:
vdoLife assumes no responsibility for any copyright infringement, or the infringement of other intellectual property rights, arising from the material provided to vdoLife by its customers and clients and which is used in the Creative Work of vdoLife. If you believe that your work has been used or copied in a way that constitutes copyright infringement and such infringement is occurring on this Site or on sites linked to or from this Site or in connection with the Services or Materials or Creative Work of vdoLife, please provide written notification of claimed copyright infringement to vdoLife, including a description sufficient to enable vdoLife to identify the subject work, whether such work was found on the Site of vdoLife or one of its affiliates or such other site and your name, address and telephone number such that vdoLife may contact you.
Advertisements and Promotions:
vdoLife may run advertisements and promotions from third parties via the Site, Services or Materials in any manner or mode and to any extent. Your communications, activities, relationships and business dealings with any third parties advertising or promoting via the Site, Services or Materials, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, shall be solely matters between you and such third parties. You acknowledge and agree that vdoLife is not responsible or liable for any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such non-vdoLife advertisers on the Site or in connection with the Services or Materials.
Indemnity and Liability:
You agree to indemnify and hold vdoLife and its officers, co-branders, other partners and employees harmless from any claim or demand, including legal fees on a solicitor and client basis, made by any third party due to or arising out of: (a) your User Materials and any other content (e.g. computer viruses) that you may submit, post to or transmit through the Site (including a third party’s use of such User Materials or content (e.g. reliance on the accuracy, completeness or usefulness of your User Materials)); (b) your access to or use of the Site, Services or Materials (including any use by your employees, contractors or agents and all uses of your account numbers, user names and passwords, whether or not actually or expressly authorized by you, in connection with the Site or any Services or Materials); (c) your connection to the Site, Services or Materials; (d) your violation of the Terms of Use; (e) the actions of any member of your Work Group; (f) your infringement of any third party’s Intellectual Property Rights when using any of the Software made available on the Site, Services or in any Materials; (g) your violation of any rights of any third party; (h) your access to or use of Linked Sites and your connections thereto; or (i) any dealings between you and any third parties advertising or promoting via the Site, Services or Materials.
Governing Law and Jurisdiction:
This Site (excluding linked sites) is controlled by vdoLife from its offices within the province of Ontario, Canada. By accessing this Site, you agree that all matters relating to your access to, or use of, this Site shall be governed by the statutes and laws of the Province of Ontario, without regard to the conflicts of laws principles thereof. You also agree and hereby submit to the exclusive personal jurisdiction and venue of the Superior Court of Ontario and the Federal Court of Canada, both located in Ottawa, Ontario, Canada with respect to such matters.
Language:
It is the express wish of the parties that the Terms of Use and all related documents have been drawn up in English. C'est la volonté expresse des parties que la présente convention ainsi que les documents qui s'y rattachent soient rédigés en anglais.