PLEASE READ THESE TERMS CAREFULLY. IF YOU DO NOT AGREE WITH THE TERMS, DO NOT USE THE APPLICATION.
Capitalized terms that are defined in these Terms, such as “Application” or “Customer,” have the specific definitions given to them whenever they are used in these Terms.
Subscriptions; Applicability of Terms
VIDGRID provides the Application to its customers (“Customers”) pursuant to subscription agreements for a specific term. VIDGRID generally offers trial subscriptions for a limited period. At the end of the trial subscription, Customers must choose one of our paid subscription plans to continue their access to the Application. These Terms govern all trial and general subscription agreements with our Customers.
VIDGRID may enter a separate, written subscription or license agreement (a “License Agreement”) for the Application with some Customers. The individual authorized users of a Customer subject to a License Agreement with us must still accept these Terms as a condition of accessing and using the Application. To the extent these terms conflict with or differ from the terms of a License Agreement, the License Agreement shall govern.
Use of the Application constitutes acceptance of these Terms. These Terms will continue in force and effect for as long as you use the Application unless we inform you otherwise. We reserve the right to change the Terms at any time in our sole business discretion. We will make reasonable efforts to notify users of changes to the Terms via the Application interface.
Your VIDGRID Account
You must have an VIDGRID user account to use the Application (a “User Account”). You establish a User Account by completing the online registration process when first accessing the Application. In some instances, VIDGRID may set up your User Account for you pursuant to a License Agreement.
Keep your username and password confidential. You are responsible for all use of the Application happening through your User Account. If you learn of any unauthorized use of your User Account, username, or password, you should promptly contact VIDGRID.
VIDGRID currently offers Trial, Basic, Pro, and Enterprise subscription plans. A list of the functionality, support, number of authorized users, pricing and other features of these subscription plans is available via the top-level pages of the Application. We may change our subscription plans without advance notice or an update to these Terms.
Customers agree to pay annual or monthly fees for their subscription term as stated in the pricing schedule accessible on the Application. All fees are payable in advance of the applicable subscription term. All payments will be made by a Customer credit card, an ACH payment, or other form of payment acceptable to VIDGRID. All payments shall be made in U.S. Dollars.
VIDGRID may change its subscription fees in its business discretion. Any fee changes will be effective upon renewal of the Customer’s subscription. VIDGRID will make reasonable efforts to notify its Customers of fee increases 30 days or more before they take effect.
All subscription fee amounts stated on the Application exclude taxes. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Customer pursuant to these Terms, other than any taxes imposed on VIDGRID’s income.
If a Customer fails to make any payment when due, then: (1) VIDGRID may charge Customer interest on the past due amount at the rate of 1.5% per month or the highest rate permitted under applicable law, whichever is lower; (2) Customer shall reimburse VIDGRID for all reasonable costs incurred by VIDGRID in collecting any late payments or interest, including attorneys’ fees, court costs and collection agency fees; and (3) VIDGRID may immediately suspend or terminate Customer’s access to and use of the Application, without advance notice to Customer.
All amounts payable to VIDGRID pursuant to these Terms shall be paid by Customer in full without any setoff, recoupment, counterclaim, deduction, debit or withholding for any reason.
Use of the Application
VIDGRID grants you the right to access and use the Application for the Customer’s purposes.
The Application is not intended for use by anyone under age13. Upon registration you represent and warrant that you are age 13 or older. You may not use the Application if you are barred from doing so under the laws of the United States or other country, including the country or your permanent residence or from which you use the Application.
In using the application, you must accept usage restrictions. We intend these so that we can retain control over the Application and make it consistently available to all our users.
You may not attempt to access or use the Application in any way other than through the standard interface. You may not attempt to rent, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Application available to any third party. You may not use another software program or other technology to interoperate with, extract data or content, or scrape or frame any data or content from the Application. You may not attempt to copy or create derivative
works based on the Application, either on your own or through any third party. Do not attempt to produce a source listing, decompile, disassemble, or otherwise reverse engineer the Application.
You are prohibited from interfering with or disrupting the performance of the Application by other users. Do not attempt to gain unauthorized access to any data stored in the Application.
You may not remove or obscure any notices or markings, including without limitation, copyright, trademark, or confidentiality notices, or ownership notices on the Application, including any screens displayed by the such product.
We reserve the right to terminate your access to and use of the Application immediately and without prior notice to you if you violate the foregoing restrictions on use or otherwise violate these Terms.
VIDGRID does not own the text, video, documents, data, files, trademarks, service marks, logos, graphics, or other information or content that you store in or use with the Application (the “User Content”). You have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all User Content. You hereby grant VIDGRID a royalty-free, worldwide, non-exclusive right and license to use, reproduce, modify, edit, adapt, publish, distribute, perform and display User Content solely for the purpose of providing the Application functionality to you and other users.
You acknowledge that VIDGRID may contract with third party development, application hosting, data storage (including User Content) or technology infrastructure services providers for purposes of providing the Application functionality (“Third Party Service Providers”). VIDGRID will make reasonable commercial efforts to ensure that the Third Party Service Providers abide by any applicable terms and conditions of this Agreement. VIDGRID is solely responsible for monitoring and supervising the work of the Third Party Service Providers.
User Content Standards
All User Content must comply with the following standards, and with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, you specifically represent, warrant, and agree that:
(1) You own or have secured sufficient intellectual property rights to the User Content to access and use the Application for its ordinary and intended use;
(2) Your use of your User Content on the Application, and your User Content itself, does not and will not infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
(3) Your User Content does not and will not contain any content or material that is unlawful, threatening, harassing, profane, obscene, indecent, abusive, tortuous, defamatory, libelous, deceptive, fraudulent, or that violates a person’s privacy, or publicity rights;
(4) Your User Content does not and will not promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
(5) Your User Content will not promote or assist in any illegal or unlawful acts; and
(6) Your User Content does and will not contain a software virus or other harmful component.
Changes to the Application
We expect to review and evaluate the Application functionality on a continuing basis. We may add or remove functionality or features in our business discretion, and may suspend or stop some functionality.
We will make reasonable efforts to preserve User Content if we make changes to the Application. If we discontinue functionality, where reasonably possible, we will give you reasonable advance notice and a chance to get any affected User Content out of the Application.
Intellectual Property Rights
VIDGRID retains all ownership and intellectual property rights to the Application that are not specifically granted to Customers or users. We may use any technology, ideas, concepts, know-how, methods, and techniques related to the Application that we learn from users unless we specifically agree otherwise. Nothing in these Terms shall be construed to prevent us from developing, marketing, selling, or licensing products or services that may include the same or similar functionality to the Application.
You do not have any intellectual property rights in the Application or any content displayed by it or stored in it other than your own User Content. You may not use content from the Application belonging to other Customers or users unless you first obtain their permission or are otherwise permitted to do so by law.
Any content owned or provided by other users of the Application is the sole responsibility of such users. We may review user content in our discretion and remove or refuse to display it if we believe that doing so violates the law. Be aware: we do not actively review or monitor content submitted by users, so you view any content displayed by the Application at your own risk.
Feedback and Submissions
If you submit comments, ideas, or feedback to us, you agree that we can use them without any restriction or compensation to you. We do not waive any rights to use similar or related ideas or feedback previously known to us, developed by VIDGRID, or obtained from sources other than you.
The “VIDGRID” name and logo are trademarks of the Company or its affiliates or licensors. You may not use these trademarks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans used on or appearing on the Application are the trademarks of their respective owners.
If you are a copyright owner and believe your copyrighted material has been used on or displayed by the Application in a manner that constitutes copyright infringement, please report the violation to our designated copyright agent by sending written and email notices to:
VidGrid Inc. Att’n: Copyright Officer 413 Wacouta Street, Suite 500 St. Paul, MN 55101 email@example.com
Please include the following information in your notice to us: (1) a detailed description of the allegedly infringed copyrighted material, (2) a description of the location of such material on the Application, (3) your contact information, including address, telephone number, and email address, if any, (4) your statement that you have a good faith belief that the allegedly infringing use is not authorized by the copyright owner, its agent or the law, (5) your statement, made under penalty of perjury, affirming that the information in your notice is accurate and that you are authorized to act on the copyright owner’s behalf, and (6) an electronic or physical signature of the copyright owner or someone authorized on the owner’s behalf to assert copyright infringement and to submit the statement.
Warranties and Disclaimers
You understand and agree that these Terms create a legally binding contract governing your use of the Application. You warrant that your use of the Application will comply with all of your obligations to third parties and all applicable laws, rules, and regulations of all federal and state legal jurisdictions and governmental agencies.
YOUR USE OF THE APPLICATION, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION ARE AT YOUR OWN RISK. WE PROVIDE THE APPLICATION TO OUR CUSTOMERS AND USERS “AS IS” AND “AS AVAILABLE.” WE DISCLAIM ALL IMPLIED WARRANTIES OR CONDITIONS CONCERNING THE PERFORMANCE, OPERATION, SECURITY, RELIABILITY, ACCURACY, AVAILABILITY OR QUALITY OF THE APPLICATION, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR HARMFUL TECHNOLOGY OR MATERIAL THAT MAY INFECT OR CORRUPT YOUR USER CONTENT, COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE APPLICATION OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE APPLICATION.
VIDGRID’S TOTAL LIABILITY UNDER THESE TERMS AND/OR ANY AGREEMENT WITH YOU WILL BE LIMITED TO ACTUAL DAMAGES INCURRED BUT UNDER NO CIRCUMSTANCES, OTHER THAN FOR CRIMINAL OR FRAUDULENT ACTS BY VIDGRID OR ANY OF ITS EMPLOYEES, EXCEED THE CHARGE FOR SERVICES PROVIDED TO YOU DURING THE LAST SIX (6) MONTHS. FURTHER, NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, YOU AGREE THAT WE ARE NOT RENDERING TAX, LEGAL, ACCOUNTING AND/OR INVESTMENT ADVICE AND YOU ARE SOLELY RESPONSIBLE FOR YOUR COMPLIANCE WITH FEDERAL, STATE AND/OR LOCAL STATUTES AND ORDINANCES. YOU ARE ALSO SOLELY RESPONSIBLE FOR ANY LIABILITY TO EMPLOYEES FOR FAILURE TO COMPLY WITH FEDERAL, STATE OR LOCAL LAWS. VIDGRID SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR OTHER SIMILAR DAMAGES (INCLUDING LOST PROFITS) EVEN IF VIDGRID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Nothing in this Agreement creates or will be understood to create third party beneficiaries. CLIENT understands and
agrees that VidGrid has no obligations to third parties, including CLIENT’S employees and any third party agencies.
You agree to defend, indemnify and hold harmless VIDGRID, and its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns, from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees, including reasonable legal fees, arising out of or relating to your violation of these Terms, your use and all of your authorized users’ use of the Application, including, but not limited to, your User Content, and your use of any other content, materials, or services other than as expressly authorized in these Terms.
All notices you provide to us concerning these Terms must be delivered in person or by means evidenced by a delivery receipt to our principal business office and addressed to the attention of the VIDGRID Chief Executive Officer.
These Terms are governed by the laws of the State of Minnesota and applicable U.S. federal law. All legal actions to enforce or interpret these terms shall be commenced exclusively in the state or federal courts located in Hennepin or Ramsey Counties, Minnesota, and you consent to the exclusive jurisdiction and venue of such courts.
You may not assign or otherwise transfer your rights under these Terms without our prior written consent, which consent may be withheld for any reason in our sole discretion. We may freely assign our rights and obligations under these Terms to any third party as we determine in our sole business discretion.
This Agreement shall be binding upon, and inure to the benefit of, the parties and their permitted respective successors and assigns.
Any waiver or failure by VIDGRID to exercise its rights under these Terms will not create a continuing waiver of such rights. If any provision of these Terms is held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby, and will be interpreted, to the extent possible, to achieve the purposes as originally expressed in the invalid, illegal or unenforceable provision.
These Terms state our entire agreement with you concerning use of the Application. These Terms are subject to change at any time and may be superseded by the express terms of our license or other agreements with a Customer.
Last revised: April, 2020.