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Thanks for using our Services! Video Live is brought to you by Baby Penguin, LLC. By using Video Live and any other products or services that we or our service providers offer you over your computer, the website (“Site”), or the Video Live App on mobile and tablet devices (the “App”). We sometimes use specially-defined terms in these Terms of Service. When we do, we will capitalize that term once we’ve defined it. To make these Terms easier to read, the Site, our services and App are collectively called the “Services.”
Agreement to Terms. By using our Services, you agree to be bound by these Terms of Service and any other terms that are incorporated by reference in the Terms of Service including our Privacy Policy; and (iii) our Acceptable Use Policy (collectively, “Terms”). If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity. Please review these Terms carefully. If you don’t agree to be bound by these Terms, do not use the Services. Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion. IF YOU VIOLATE ANY OF THESE TERMS, YOU MAY LOSE YOUR RIGHT TO USE ANY PURCHASED PRODUCTS OR SERVICES IN YOUR ACCOUNT.
IMPORTANT NOTICE REGARDING ARBITRATION FOR USERS LOCATED IN THE UNITED STATES: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND VIDEO LIVE THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 14 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).
You may use the Services only if you are at least 17 years of age, and not otherwise barred from using the Services under applicable law. To use the Services, you will need to create an account with us and provide certain information about yourself, including your name and information that is provided to us when you “Sign In with Apple”. Unless you are a parent who is creating an account for a child who is 17 or older, you agree not to create an account on behalf of anyone other than yourself, and you agree to provide accurate, current and complete information. If you don’t, we might have to suspend or terminate your account. You are responsible for maintaining the confidentiality of your account. You agree that you are solely responsible for any activities that occur in connection with your account, whether or not you have authorized such activities. You agree to notify us immediately of any unauthorized use of your account.
The Video Live “Partnership Program” is for those users who are committed to streaming, we have invited to join the Partnership Program, and meet the qualifications of the Partnership Program. From time to time, we may in our sole discretion invite users to apply to become a partner in our Partnership Program. If you are invited to become a partner and successfully complete the application process, your status will be updated to Partner, and will remain Partner for as long as you continue to be a partner (“Partner”).
Subject to the terms of this Agreement, Partners are eligible to receive Diamonds (as defined below) from Video Live users. You understand that the amount of Diamonds that each Partner may receive, is determined by Video Live in its sole discretion. Eligible Partners will be able to redeem Diamonds through the Services for U.S. Dollars. Video Live may work with a third party payment processor to facilitate such redemptions in which case Partner’s ability to redeem Diamonds will be subject to such third party payment processor’s terms. Your balance of Diamonds will be identified in your account (“Partner Account”). Partners’ ability to redeem Diamonds are subject to restrictions in the value and time of redemption may apply to your Partner Account. Your ability to redeem Diamonds may change in our sole discretion and without notice or as necessary to comply with applicable law and the requirements of the payment processor. Partners are not eligible to purchase Diamonds.
Your Partner Account may be revoked at any time and without any obligation to you, if you violate these Terms including without the limitation our Acceptable Use Policy. Any fraudulent or unauthorized use of Diamonds is strictly prohibited and may result in termination or disqualification from the Partnership Program and Video Live removing all Diamonds from your Partner Account. Subject to applicable law, Diamonds are the property of Video Live, and may be revoked at any time by Video Live at our sole discretion. Your continued participation in the Partnership Program is at Video Live’s sole and final discretion.
Subject to your compliance with these Terms, we grant you a limited, revocable, personal, non-exclusive, non-transferable license to download and install a copy of the App which allows you to access and use the Video Live Services on mobile and tablet devices that you own or control. You may use those copies of the App solely for your own personal, non-commercial use or your internal business purposes. We reserve all rights in the App not expressly granted to you by these Terms. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App (unless applicable law permits, despite this limitation); or (iv) make the functionality of the App available to multiple users through any means.
Certain features such as upgrading to a premium account and the use of Diamonds (as defined below), may require a purchase in order to use them. The cost of all paid features will be provided to you in advance of purchase. If you choose to purchase these features, you expressly authorize us or our payment processor to charge the payment method you provide for the applicable fee. Some paid services require one-time purchases and others require a subscription. Subject to applicable law and except as expressly provided in the Terms, all fees (including purchases of Diamonds) are non-refundable. All fees and applicable taxes, if any, are payable in United States dollars.
When you purchase any additional features we may offer, there will be a one-time charge for that purchase. Once you make a purchase any paid features and use all or any of them, or cancel your account before using all of them, you will not be entitled to a refund. We reserve the right to terminate or suspend your use of paid features of the Services at any time and for any reason, without liability, per the terms of Section 15 of these Terms. If we terminate or suspend your account with or without cause, in accordance with the terms of Section 15 of these Terms, you will not be entitled to a refund for any fees you paid to us for these features, unless provided otherwise in the terms of sale.
YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND AT ANY TIME.
You may purchase “Diamonds” via the Services at a price determined by Video Live in our sole discretion. Diamonds are a rewards-point system. The price for a unit of Diamonds that you can purchase via the Services will be as stated on the Services at the time you place the order. The price may not include sales tax or other applicable charges. Your balance of Diamonds will be identified in your account. You can use Diamonds to access certain parts of the Services, engage with Partners, and use other select features as may change from time to time. Your use of Diamonds are subject to these Terms. You can only transfer Diamonds to Partners as described in these Terms.
Diamonds are subject to change, elimination or substitution at any time at our sole discretion without notice. Subject to your compliance with this Agreement, any such changes will not affect any Diamonds that you have purchased or otherwise obtained. Diamonds cannot be (a) redeemed for cash unless a user is a Partner; (b) combined with other offer, promotion, discounts or coupons, (c) transferred unless explicitly provided by these Terms, and (d) substituted.
You are not obligated to use Diamonds, but you will surrender unused Diamonds if your account is inactive for two (2) years unless otherwise required by applicable law. Inactivity is based on you logging in to your account.
If you purchase a Subscription, you will be charged the monthly Subscription fee, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each month thereafter, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE VIDEO LIVE’S THIRD-PARTY PAYMENT PROCESSOR TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, our third-party payment processor will automatically charge you each month on the anniversary of the commencement of your Subscription using the payment information you have provided until you cancel your Subscription in accordance with the applicable app store’s terms. Your Subscription continues until cancelled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms.
You may cancel your Subscription at any time via the applicable app store, but please note that such cancellation will be effective at the end of the then-current Subscription period in accordance with the applicable app store’s cancellation policies. EXCEPT AS SET FORTH ABOVE WITH RESPECT TO YOUR INITIAL SUBSCRIPTION PURCHASE, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period. If you cancel, your right to use the paid features of the Services will continue until the end of your then current subscription period and will then terminate without further charges.
We may use one or more third-party payment processors for the remission of payment for Diamonds in accordance with the Terms or to provide the Services to you. Such third-party payment processors may include Stripe, Inc. (“Stripe”). Stripe as a third-party payment processor may charge a processing fee each time it processes a payment. Please review Stripe’s terms of service available at https://stripe.com/us/legal to understand how Stripe processes payments, and Stripe’s privacy policy available at https://stripe.com/us/privacy to understand Stripe’s privacy practices.
The Services may contain links to websites or applications offered by third parties (“Third Party Sites”). We provide access only as a convenience and are not responsible for the content, products or services on or available from those resources or links displayed on Third Party Sites. Your use of any Third Party Site is entirely at your own risk.
“Content” means text, images, photos, audio, video, location data, usernames, and all other forms of information, data, or communication. “Your Content” means Content that you submit, transmit to, display, or distribute through, or in connection with the Service. “User Content” means Content that users (other than yourself) submit, transmit to, display, or distribute through, or in connection with the Service. “Video Live Content” means Content that we create and make available in connection with the Service. “Third Party Content” means Content that originates from parties other than Video Live or its users, which is made available in connection with the Service.
As between you and Video Live, you own Your Content. We exclusively own the Video Live Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of the Services (excluding Your Content, User Content and Third Party Content).
We, or our licensors also exclusively own all right, title, and interest in and to the Services including all copyrights, trademarks, patents, service marks, trade names, and other intellectual and proprietary rights throughout the world (the “IP” Rights) associated with the Video Live Content and the Service. These Terms do not grant you any right, title, or interest in the Service, or Video Live Content. You understand and agree that you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any Content that is not Your Content (including, without limitation, the Video Live Content, other User Content, or Third Party Content), in whole or in part, except as expressly authorized by the owner of the Content. You acknowledge that the Services are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
You alone are responsible for Your Content. You assume all risks associated with Your Content, including anyone’s reliance upon its quality, accuracy, or reliability, or any disclosure you make that makes you personally identifiable. You represent and warrant that you have (and will have) all rights that are necessary to grant us the license rights in Your Content under these Terms. You represent and warrant that neither Your Content, nor your use and provision of Your Content to be made available through the Services, nor any use of Your Content by Video Live on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You understand and agree that Your Content is subject to Video Live’s Acceptable Use Policy.
You may promote, administer, or conduct a promotion (e.g., a contest or sweepstakes) on, through, or utilizing the Services (a “Promotion”). If you choose to promote, administer, or conduct a Promotion, you must adhere to the following rules: (1) you may carry out Promotions to the extent permitted by applicable law and you are solely responsible for ensuring that any Promotions comply with any and all applicable laws, obligations, and restrictions; (2) you will be classified as the promoter of your Promotion in the applicable jurisdiction(s) and you will be solely responsible for all aspects of and expenses related to your Promotion, including without limitation the execution, administration, and operation of the Promotion; drafting and posting any official rules; selecting winners; issuing prizes; and obtaining all necessary third-party permissions and approvals, including without limitation filing any and all necessary registrations and bonds. Video Live has the right to remove your Promotion from the Services if Video Live reasonably believes that your Promotion does not comply with the Terms or applicable law; (3) Video Live is not responsible for and does not endorse or support any such Promotions. You may not indicate that Video Live is a sponsor or co-sponsor of the Promotion; and (4) you will display or read out the following disclaimer when promoting, administering, or conducting a Promotion: “This is a promotion by [Your Name or Your Entity]. Video Live does not sponsor or endorse this promotion and is not responsible for it.”.
You agree that Your Content will comply with the FTC’s Guidelines Concerning the Use of Testimonials and Endorsements in Advertising, the FTC’s Disclosures Guide, the FTC’s Native Advertising Guidelines, and any other guidelines issued by the FTC from time to time (the “FTC Guidelines”), as well as any other advertising guidelines required under applicable law. For example, if you have been paid or provided with free products in exchange for discussing or promoting a product or service through the Services, or if you are an employee of a company and you decide to discuss or promote that company’s products or services through the Services, you agree to comply with the FTC Guidelines’ requirements for disclosing such relationships. You, and not Video Live, are solely responsible for any endorsements or testimonials you make regarding any product or service through the Services.
Subject to these Terms, you may share political opinions; participate in political activity; provide links to a political committee’s official website, including the contribution page of a political committee; and solicit viewers to make contributions directly to a political committee. You agree, however, that these activities are entirely your own. Moreover, by engaging in these activities, you represent and warrant that you are eligible to engage in them under applicable law, and that you will abide by all relevant laws and regulations while doing so.
You agree not to solicit the use of or use any Diamonds for the purpose of making or delivering a contribution to a candidate, candidate’s committee, political action committee, ballot committee, or any other campaign committee, or otherwise for the purpose of influencing any election. Candidates for political office are not eligible to receive or use any Diamonds.
We may use Your Content in a variety of different ways as permitted by our Privacy Policy, including publicly displaying it, reformatting it, incorporating it into reports, collections, marketing materials and other works, creating derivative works, summaries, or aggregations from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms. As such, you grant us (Video Live, its parent, subsidiaries, and affiliates) a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully sublicensable (through multiple tiers), transferable right to use Your Content for any purpose (including, without limitation, the rights to use, reproduce, publicly perform or display, distribute, adapt, publish, modify, translate, incorporate into other works in any form, media, or technology, and create derivative works of Your Content, in whole or in part, throughout the world in any media) in connection with operating, providing, and improving the Services. Finally, you irrevocably waive, and cause to be waived, against Video Live and its users any claims and assertions of moral rights or attributes with respect to Your Content.
You can remove Your Content by specifically deleting it. You should know that in certain instances, some of Your Content may not be completely removed and copies of Your Content may continue to exist on the Services. To the maximum extent permitted by law, we are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of Your Content.
We reserve the right to remove, screen, edit, or disable access to any of Your Content, without notice to you, that we consider, in our sole discretion, to be in violation of these Terms, objectionable or otherwise harmful to the Services. If you create a username for your Video Live account, we may remove or reclaim it if we believe it is inappropriate or violates any trademark policies (such as when a trademark owner complains about a username that does not closely relate to the user’s real name).
While we are under no obligation to review Your Content, we reserve the right to do so at any time. We may report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties, and we may cooperate with such authorities as they may request, all without liability to us.
We welcome your feedback, ideas, proposals, comments and suggestions for improving our Services (collectively, “Feedback”). By sending us Feedback, you agree that: (i) your Feedback doesn’t contain the confidential or proprietary information of third parties; (ii) we are under no obligation of confidentiality, expressed or implied, with respect to your Feedback; (iii) we may have something similar to the Feedback already under consideration or in development; (iv) we own all right, title and interest in and to your Feedback, even if you have designated it as confidential; and (v) we are free to use the Feedback for any purpose, without any restriction or compensation to you. You hereby irrevocably assign all right, title and interest in and to the Feedback to us.
We are under no obligation to enforce these Terms on your behalf against another user. While we encourage you to let us know if you believe another user has violated these Terms, we reserve the right to investigate and take appropriate action at our sole discretion. You agree to comply with all of the terms, conditions, and restrictions set forth in the Acceptable Use Policy. The Acceptable Use Policy is part of these Terms, and is incorporated here by reference.
By creating an account, you agree to receive certain communications from us, other users, our partners, and service providers in connection with the Service. In certain cases, you may have the option to “opt out” of receiving certain communications. Please review our Privacy Policy for more information on the types of communications you may receive, and whether you can opt out from receiving them.
Video Live takes your privacy seriously. We have created a Privacy Policy to inform you about the kind of information we may collect and the ways we may use it. Please review our Privacy Policy carefully. You represent that you have read, understood, and agreed to the terms of our Privacy Policy, which is incorporated herein by reference and made a part of these Terms.
We respect copyright law and expect our members to do the same. We have adopted and implemented a policy that provides for the termination in appropriate circumstances of registered members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. If you believe any Content or materials on the Services infringe your copyright, you agree to abide by the notice and takedown procedures set forth in the Digital Millennium Copyright Act. For more information please read our Copyright Policy.
You agree to indemnify and hold Video Live, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses (including, without limitation, reasonable legal and accounting fees) in any way related to or arising out of: (i) your access to or use of the Service, (ii) Your Content, (iii) your violation of any of these Terms; or (iv) the infringement by you, or anyone using your account, of the intellectual property rights or other rights of any person or entity. Video Live reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims at your expense. You agree not to settle any matter for which you are required to indemnify us without our prior written consent in each case. We will use reasonable efforts to notify you of any such claim, action, or proceeding once we become aware of it; however, our failure to notify won’t affect your obligations hereunder (except to the extent that our failure to notify you materially prejudices your ability to defend the claim).
PLEASE READ THIS SECTION CAREFULLY, SINCE IT LIMITS THE LIABILITY OF VIDEO LIVE. EACH OF THE SUBSECTIONS BELOW ONLY APPLIES UP TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED.
A. YOU AGREE THAT THE SERVICES ARE MADE AVAILABLE TO YOU ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, AND THAT YOUR USE OF THE SERVICES IS ENTIRELY AT YOUR OWN DISCRETION AND RISK (INCLUDING, WITHOUT LIMITATION, THE RISK THAT YOU MIGHT BE EXPOSED TO CONTENT THAT IS OFFENSIVE, INDECENT, INACCURATE, OBJECTIONABLE, OR OTHERWISE INAPPROPRIATE). WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, AS TO THE OPERATION OF THE SERVICE, THE SAFETY OR SECURITY OF THE SERVICE, OR ANY CONTENT INCLUDED OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING OR USAGE OF TRADE. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ON THE SERVICES.
B. WE MAKE NO CLAIMS OR PROMISES ABOUT THE CONDUCT OF THIRD PARTIES. ACCORDINGLY, WE WILL NOT BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THE ACTIONS OF THIRD PARTIES (INCLUDING, WITHOUT LIMITATION, IF ANOTHER USER MISUSES YOUR CONTENT OR IDENTITY, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH A THIRD PARTY ON THE SERVICE).
C. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER VIDEO LIVE NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR GOODWILL, INABILITY TO USE THE SERVICE, COSTS OF PROCURING SUBSTITUTE SERVICES, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR CONTENT, LOSS OF INFORMATION OR DATA, OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SERVICES), WHETHER BASED IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH YOUR USE OF OR ACCESS TO THE SERVICES OR CONTENT, EVEN IF VIDEO LIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
D. TO THE MAXIMUM EXTENT PERMITTED BY THE LAW OF THE APPLICABLE JURISDICTION, IN NO EVENT WILL OUR MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO ACCESS TO THE SERVICES EXCEED (I) THE AMOUNTS YOU HAVE PAID DIRECTLY TO OR ARE PAYABLE BY YOU TO VIDEO LIVE DURING THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (ii) $100, IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO VIDEO LIVE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VIDEO LIVE AND YOU.
These Terms and any action related thereto are governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without to that State’s conflict of laws provisions. Except as otherwise expressly set forth in Section 14 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Video Live are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and Video Live each waive any objection to jurisdiction and venue in such courts. The parties expressly exclude application of the United Nations Convention for the International Sale of Goods to these Terms.
If you are a United States resident or use the Services in the United States, this Section 14 shall apply to you.
We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Video Live agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Video Live are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
As limited exceptions to Section 14(A) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at arbitration@videoliveapp.com or by regular mail at 555 Bryant St. #233 Palo Alto, CA 94301 within thirty (30) days following the date you first agree to these Terms.
The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules, and we won’t seek to recover the administration and arbitrator fees we are responsible for paying, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
Except as provided in Section 14(B) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
YOU AND VIDEO LIVE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
Notwithstanding the provisions of Section 17 “Modifications” below, if Video Live changes any of the terms of this Section 14 “Dispute Resolution” after the date you most recently accepted these Terms, you may reject any such change by sending us written notice (including by email to arbitration@videoliveapp.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Video Live’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Video Live in accordance with the terms of this Section 14 “Dispute Resolution” as of the date you most recently accepted these Terms.
With the exception of any of the provisions in Section 14(F) of these Terms ("Class Action Waiver"), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
You may terminate these Terms at any time by closing your account, discontinuing your use of the Service, and providing us with a notice of termination at the address provided below. We may close your account, suspend your ability to use certain portions of the Service, and/or ban you altogether from the Services at our sole discretion, at any time and without notice to you, without liability of any kind. If we close or suspend your account for violating these Terms or Video Live’s Acceptable Use Policy, such closure or suspension shall be deemed a termination with cause. In the event of termination, Sections 4(B) through 4(G) (only for payments due and owing to Video Live prior to the termination), 5, 6, 7, and 11 through 16 of these Terms will continue in full force and effect, including our right to use Your Content as detailed in Section 5(D).
This Section applies to any App that you acquire from the Apple App Store or use on an iOS device. Apple has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the App purchase price to you (if applicable) and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and use of it, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that your possession and use of the App infringe that third party's intellectual property rights. Apple and its subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. Apple and its subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a terrorist-supporting country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with any applicable third-party terms of service when using the App.
We may provide you with notices by email, regular mail, push notifications or communications through the Service. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically (to the email address you provide in your account profile) satisfy any legal requirement that such communications be in writing. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.
You will comply with all applicable laws and regulations governing your use of the Services and posting of Your Content (including, without limitation, all applicable laws governing export control). In particular, but without limitation, you agree that:
(i) If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List, you will not engage in commercial activities on or with Video Live (such a payments for Video Live features);
(ii)You will not export or re-export the Services or the App into any United States embargoed countries where receiving products, services, or software from the United States is prohibited.
(iii)By using the Services or the App, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo that prohibits receiving products, services, or software from the United States, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You will also not use the Services or the App for any purpose prohibited by U.S. law, including, but not limited to the development, design, manufacture or production of missiles, nuclear, chemical, or biological weapons.
You may not assign, transfer, or sublicense these Terms without our prior written consent. We may assign, transfer, or sublicense these Terms without restriction, and without notice to you. Any assignment, transfer, or sublicense attempted in violation of these Terms will be void.
These Terms (which include the Acceptable Use Policy) constitute the entire agreement between you and us regarding your use of the Service, and supersede any prior or contemporaneous agreements between you and us regarding the Service. The parties acknowledge that no reliance is placed upon any representation made, but not expressly contained in these Terms.
Our failure to enforce any right or provision of these Terms will not constitute a waiver of that right or provision on our part.
If any provision of these Terms is found by an arbitrator or a court of competent jurisdiction to be unenforceable, the remaining portions will remain in full force and effect, and any unenforceable portion will be construed and enforced in a manner that most closely reflects the intent of the original language.
The parties are independent contractors, and nothing in these Terms is intended to or shall create any type of joint venture, partnership, employer/employee, fiduciary, or franchise relationship between us.
We may modify these Terms from time to time in our sole discretion. If we do, we will notify you by posting the updated Terms on the Site, to the App and/or may also send other communications. You should check these Terms on a regular basis. You understand and agree that your continued use of our Services after any posted modification to these Terms indicates your acceptance of those modifications. If you don’t agree to be bound by the changes, you may not use the Services anymore. The only exception is for changes to the “Dispute Resolution” section, for which you have followed the process in Section 14(G). Because our Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
If you have any questions about the Service, these Terms, the Acceptable Use Policy, or the Privacy Policy, please contact us at tos@videoliveapp.com.