End User License Agreement
PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE USING THE "vIDX" APPLICATION ("THE APPLICATION"). BY USING THE APPLICATION, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT INSTALL OR USE THE APPLICATION.
THIS SOFTWARE IS LICENSED, NOT SOLD. VIDX TECHNOLOGIES, LLC, California limited liability company (“VIDX“) reserves all rights not expressly granted to you (“User” or “You”). The product that is subject to this license is referred to in this license as the “Software.” The Software includes all software included with this End User License Agreement (“Agreement”), and its accompanying electronic or online materials or documentation, and any and all copies of such Software and its materials. The Agreement, as may be amended from time to time and published at https://vidx.webflow.io/terms, incorporates by reference VIDX’s Terms of Use (https://vidx.webflow.io/terms) and Privacy Policy (https://vidx.webflow.io/privacy).
THIS AGREEMENT IS A BINDING LEGAL CONTRACT BETWEEN YOU AND VIDX. PLEASE REVIEW THIS AGREEMENT CAREFULLY BEFORE INSTALLING, ACCESSING OR UTILIZING THE VIDX SOFTWARE. BY INSTALLING, COPYING AND/OR OTHERWISE USING THE SOFTWARE, AND EACH TIME YOU ACCESS THE SOFTWARE, YOU ARE SIGNIFYING YOUR ACKNOWLEDGEMENT AND ACCEPTANCE OF, AND COMPLIANCE WITH, THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO OPEN, DOWNLOAD, INSTALL, COPY, OR USE THE SOFTWARE. If you have any questions about this Agreement, you can reach VIDX at VIDX TECHNOLOGIES, LLC, 409 W. Olympic Blvd. Ste. 315, Los Angeles, CA 90015. NOTE: THIS AGREEMENT INCORPORATES A BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISION THAT MAY AFFECT YOUR RIGHTS UNDER THIS AGREEMENT WITH RESPECT TO ANY DISPUTE BETWEEN YOU AND VIDX. YOU HAVE A RIGHT TO OPT OUT OF THE BINDING ARBITRATION AND CLASS ACTION WAIVER PROVISIONS AS DESCRIBED IN THE TERMS OF USE. For clarity, this Agreement is between you and VIDX only, and not between you and any of VIDX’s licensors. If you are not eighteen (18) years of age or over, you must have your parents or legal guardian review and approve this Agreement on your behalf. Your consent to this Agreement and use of the Software signifies that you have received the specific permission of your parent or legal guardian.
1. USER’S ACKNOWLEDGMENT AND ACCEPTANCE OF TERMSThe Software is offered subject to your compliance with all the terms and conditions contained herein and all other operating rules, policies and procedures. In addition, some applications offered through or in connection with the Software may be subject to additional terms and conditions promulgated by VIDX from time to time. Any material modifications to the Agreement, our Terms of Use, or our Privacy Policy will also be brought to your attention by posting the modified Agreement at https://vidx.webflow.io/terms, via notification by email to the email address associated with the Software (if any), through the Software itself, or through any other measures as determined by VIDX in its sole discretion. Such material modifications will be effective upon your acceptance thereof and will apply to matters and events arising under the Agreement following the date of your acceptance. Note that if you do not accept the modified Agreement, Terms of Use, or Privacy Policy, you may terminate this Agreement and must stop using the Software. Your continued use of the Software after a modification has been made to the Agreement, Terms of Use, or Privacy Policy constitutes your acceptance of such modification and an acknowledgement that you have read the Privacy Policy.
2. LIMITED USE LICENSESubject to your compliance with the terms and conditions of the Agreement, VIDX hereby grants you a non-exclusive, non-transferable, non-sublicensable, limited and revocable right and license to install and use the Software solely and exclusively for your personal and non-commercial use (e.g., computer or mobile device) that you own or control. DUPLICATION, COPYING OR ANY FORM OF REPRODUCTION OF THE SOFTWARE OR RELATED INFORMATION, MATERIALS OR OTHER CONTENT TO ANY OTHER SERVER OR LOCATION FOR THE PURPOSES OF DUPLICATION, COPYING OR ANY OTHER FORM OF REPRODUCTION IS EXPRESSLY AND EXPLICITLY PROHIBITED BY THIS AGREEMENT.
3. SOFTWARE UPDATESVIDX may provide patches, updates, or upgrades to the Software that must be installed in order for you to continue to use the Software. VIDX may modify, suspend, replace, discontinue, substitute, or limit your access to any aspect of the Software at any time. You acknowledge that your use of the Software does not confer on you any interest, monetary or otherwise, in any aspect or feature of the Software. VIDX does not have any maintenance or support obligations with respect to the Software.
4. VIDX’S OWNERSHIP RIGHTSThe Software contains copyrighted material, technology, trademarks, service marks, trade secrets and other proprietary information, which may include computer code, text, data, video, images, illustrations, animations, sounds, audiovisual effects, musical compositions and recordings, colors, business methods and methods of operation, concepts, ideas, know-how, moral rights, and any related documentation (collectively the “Proprietary Material”). All intellectual property rights to the Proprietary Material, including without limitation patent, copyright, trademark and trade secret rights, are owned and/or licensed by VIDX. You: (A) agree not to copy, download, reproduce, republish, upload, post, transmit, perform, display, distribute or sell, or in any other way exploit the Proprietary Material, or to participate with or to encourage others to engage in such acts, without the prior written consent of VIDX; and (B) may not reverse engineer, disassemble, decompile, or translate any computer software programs that comprise Proprietary Material, or otherwise attempt to derive the source code of such programs, except that the foregoing restrictions on copying or reverse engineering does not apply to the extent prohibited by applicable law. No Proprietary Material, or any portion thereof, may be modified or used for any purpose other than as expressly authorized in this Agreement. ALL RIGHTS NOT EXPRESSLY GRANTED TO YOU IN THIS AGREEMENT ARE RESERVED BY VIDX AND ITS SUPPLIERS AND/OR LICENSORS.
5. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY(A) NOTHING IN THIS AGREEMENT WILL PREJUDICE THE STATUTORY RIGHTS YOU MAY HAVE AS A CONSUMER OF THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF LIABILITY AS SET FORTH IN THIS SECTION. IN SUCH JURISDICTIONS, THE EXCLUSIONS AND LIMITATIONS BELOW SHALL APPLY ONLY TO THE EXTENT PERMITTED BY THE LAWS OF SUCH JURISDICTIONS. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE SOFTWARE AND ANY ACCOMPANYING DOCUMENTATION AND MATERIAL ARE BEING PROVIDED TO YOU “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND WHATSOEVER. WITHOUT LIMITING THE INTENDED GENERALITY OF THE PRECEDING SENTENCE, NEITHER VIDX, NOR ITS LICENSORS OR SUPPLIERS, WARRANTS THAT THE SOFTWARE OR ANY PORTION THEREOF (i) WILL BE UNINTERRUPTED, SECURE OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED; (ii) IS COMPATIBLE WITH ANY SOFTWARE, INCLUDING WITHOUT LIMITATION INTERNET BROWSER SOFTWARE; (iii) IS FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR ANYTHING ELSE MANIFESTING CONTAMINATING OR DESTRUCTIVE PROPERTIES; (iv) IS FREE OF DEFAMATORY, DEROGATORY OR ADULT-ORIENTED MATERIAL, OR MATERIAL THAT SOME INDIVIDUALS MAY DEEM OFFENSIVE OR OBJECTIONABLE; (v) WILL OPERATE PROPERLY; OR (vi) WILL MEET YOUR REQUIREMENTS.. TO THE FULLEST EXTENT ALLOWED BY LAW, VIDX DISCLAIMS ALL REPRESENTATIONS, TERMS, WARRANTIES, WHETHER EXPRESS, STATUTORY, OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, SYSTEM INTEGRATION, ACCURACY OR COMPLETENESS, TITLE, NON-INTERFERENCE WITH YOUR ENJOYMENT, AUTHORITY, NON-INFRINGEMENT, RESULTS, REASONABLE CARE, AND WORKMANLIKE EFFORT, WHETHER ALLEGED TO ARISE UNDER LAW, BY CUSTOM OR USAGE IN THE TRADE, OR BY COURSE OF DEALING. ANY WARRANTY AGAINST INFRINGEMENT THAT MAY BE PROVIDED IN SECTION 2-312 OF THE UNIFORM COMMERCIAL CODE OR IN ANY OTHER COMPATIBLE STATUTE IS EXPRESSLY DISCLAIMED. (B) NEITHER VIDX, NOR ITS LICENSORS OR SUPPLIERS, IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SOFTWARE. UNDER NO CIRCUMSTANCES WILL VIDXOR ITS LICENSORS OR SUPPLIERS BE RESPONSIBLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR USE OF THE SOFTWARE, ANY USER-GENERATED CONTENT POSTED ON THE SOFTWARE, OR TRANSMITTED TO ANOTHER USER, OR ANY TRANSACTIONS BETWEEN OR AMONG YOU AND OTHER USERS, WHETHER ONLINE OR OFFLINE. (C) THE SOFTWARE IS CONTROLLED AND PROVIDED BY VIDX FROM ITS FACILITIES IN THE UNITED STATES OF AMERICA. TO THE EXTENT PERMISSIBLE BY APPLICABLE LOCAL LAW AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, VIDX MAKES NO REPRESENTATION THAT THE SOFTWARE IS APPROPRIATE OR AVAILABLE FOR USE IN OTHER LOCATIONS. (D) BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU TO THE EXTENT THAT SUCH EXCLUSIONS OR LIMITATIONS ARE NOT PERMITTED UNDER LOCAL LAW. (E) TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, VIDX, ITS PARENT, SUBSIDIARY, AND AFFILIATED COMPANIES (AND EACH OF THEIR LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES AND AGENTS) (EACH INDIVIDUALLY, A “VIDX PARTY,” AND COLLECTIVELY, THE “VIDX PARTIES”) SHALL NOT BE LIABLE TO YOU OR ANY OTHER PERSON, WHETHER UNDER CONTRACT OR OTHERWISE, FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, AND/OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $1,000 OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO VIDX, IF ANY, IN CONNECTION WITH THE SOFTWARE IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND VIDX’S REASONABLE CONTROL.THE FOREGOING LIMITATION SHALL BE APPLICABLE EVEN IN THE EVENT OF A VIDX PARTY’S FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY, PRODUCT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY, OR OTHERWISE AND EVEN IF A VIDX PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VIDX CANNOT AND WILL NOT BE RESPONSIBLE FOR ANY LOSS OF YOUR USER-GENERATED CONTENT OR ANY INTERRUPTIONS OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO ISP DISRUPTIONS, SOFTWARE OR HARDWARE FAILURES, OR ANY OTHER EVENT WHICH MAY RESULT IN A LOSS OF DATA OR A DISRUPTION OF THE SOFTWARE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT ANYTHING WHICH MAY NOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING WITHOUT LIMITATION, DEATH OR PERSONAL INJURY ARISING THROUGH NEGLIGENCE OR FOR FRAUD. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, THESE LIMITATIONS AND EXCLUSIONS REGARDING DAMAGES APPLY EVEN IF ANY REMEDY FAILS TO PROVIDE ADEQUATE COMPENSATION.
6. INDEMNIFICATIONThis Section only applies to the extent permitted by law. If you are prohibited by law from entering into the indemnification obligation below, then you assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs and expert witnesses’ fees) that are the stated subject matter of the indemnification obligation below. You agree to defend, indemnify and hold harmless the VIDX Parties, from and against all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney fees, costs, and expert witnesses’ fees) arising from: (A) your use of the Software; (B) any claim, that, if true, would constitute your violation of any of the terms of this Agreement or negligence; (C) your violation of any third-party right, including without limitation any copyright, trade secret, privacy or property right; or (D) any claim that your User-Generated Content caused damage to a third-party. You agree to reimburse VIDX on demand for any defense costs incurred by VIDX and any payments made or loss suffered by VIDX, whether in court judgement or a settlement, based on any matter covered by this paragraph.
7. TERMINATIONThis Agreement is effective until terminated by you or by VIDX. This Agreement automatically terminates when VIDX determines or believes your use of the Software involves or may involve fraud or any other illicit activity, or upon your failure to adhere to the terms and conditions of this Agreement. You may also terminate this Agreement at any time by: (A) requesting VIDX to terminate and delete your User Account that is used to access or use the Software, or (B) destroying and/or deleting any and all copies of all Software in your possession, custody, or control. If this Agreement terminates due to your violation of this Agreement, VIDX may prohibit you from re-registering or re-accessing the Software. The provisions of Sections 1, 4, 5, and 6 survive any termination of this Agreement. Except to the extent required by law, all payments and fees are non-refundable under all circumstances, regardless of whether or not this Agreement has been terminated.
8. INJUNCTIONYou hereby agree that if the terms of this Agreement are not specifically enforced, VIDX will be irreparably damaged, and therefore you agree that VIDX shall be entitled, without bond, other security, or proof of damages, to appropriate equitable remedies with respect any of this Agreement, including temporary and permanent injunctive relief, in addition to any other available remedies.
9. VIDEO INDEXING TOOLYou expressly acknowledge, accept and agree that the Software is intended to be a tool to index videos and to allow You to upload Your video images (collectively, “Your Videos”) and to create custom tags to mark and attach at specific time stamps within Your Videos. As such, you represent and warrant that you own or control the rights in and to Your Videos and that VIDX’s storage of Your Videos on its servers or elsewhere will not infringe the rights of any third parties whatsoever. You further grant to VIDX the right to store Your personal information provided to VIDX when using the Software on VIDX’s servers.
10. MISCELLANEOUSThis Agreement, VIDX’s Terms of Use, and VIDX’s Privacy Policy represent the complete agreement between you and VIDX relating to use of the Software and related services and products and supersede and replace any prior agreements between you and VIDX, whether written or oral. The original language of this agreement is English; any translations are provided for reference purposes only. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English. You waive any right you may have under the law of your country to have this Agreement written or construed in the language of any other country. This Agreement describes certain legal rights. You may have other rights under the laws of your jurisdiction. This Agreement does not change your rights under the laws of your jurisdiction if the laws of your jurisdiction do not permit it to do so. Limitations and exclusions of warranties and remedies in this Agreement may not apply to you because your jurisdiction may not allow them in your particular circumstance. If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. Any failure by VIDX to enforce or exercise any provision of the Agreement or related rights shall not constitute a waiver of that right or provision. You agree that this Agreement does not convey any rights or remedies on any person other than the parties to this Agreement, except as expressly stated. VIDX may assign this Agreement, in whole or in part, at any time. You may not assign, transfer or sublicense any or all of your rights or obligations under the Agreement without VIDX’s express prior written consent. VIDX’s performance of the Agreement is subject to existing laws and legal process, and nothing contained in the Agreement is in derogation of VIDX’s right to comply with governmental, court, and law enforcement requests or requirements relating to your use of the Software or information provided to or gathered by VIDX with respect to such use. In addition to any excuse provided by applicable law, VIDX shall be excused from liability for non-delivery or delay in delivery of the Software arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to, labor disturbance, war, terrorism, fire, denial of service attack, internet outages, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above. The parties agree that all correspondence relating to this Agreement shall be written in the English language. Any dispute arising out of these Terms shall be resolved in accordance with the laws of the State of California, USA without reference to its conflict of law provisions or the United Nations Convention on Contracts for the International Sale of Goods. Subject to any binding-arbitration provisions set forth in our Terms of Use, you agree that any claim asserted in any legal proceeding by you or VIDX in connection with this Agreement shall be commenced and maintained in any state or federal court located in San Diego County, California USA, having subject matter jurisdiction with respect to such dispute. You and VIDX each agree to submit to the personal jurisdiction of such court. The prevailing party in any such proceeding shall be entitled to reimbursement of court costs, including reasonable attorneys’ fees, in addition to any other remedy awarded. Notwithstanding the foregoing, if (and only if) you are using or accessing the Software in the European Union, the following applies: This Agreement shall be construed under the laws of England and Wales. You agree that any claim asserted in any legal proceeding by you or VIDX in connection with these Terms shall be commenced and maintained in any court of competent jurisdiction in London, England, and you and VIDX each agree to submit to the personal jurisdiction of such court.
I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING END USER LICENSE AGREEMENT AND AGREE THAT MY USE OF THE SOFTWARE IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE END USER LICENSE AGREEMENT.
This VIDX End User License Agreement was updated April 20, 2023.
