Effective Date: July 1, 2023
By accessing or using our Sites and/or Services in any way, you agree to read, comply with, and be legally bound by, as applicable: (1) these Terms; (2) any other agreements applicable to your access to or use of our Sites and/or Services that we enter into with you or a third party on whose behalf you access or use our Sites and/or Services which may include, without limitation, any applicable agreement governing VideoProtects’ provision of the Services to an applicable enterprise customer or other applicable entity (a “Client”), such as a Commercial Use License Addendum or other similar agreement, or applicable agreements governing the access to or use of specific portions of our Sites, such as the J. J. Keller Mobile Applications End User License Agreement, or any quote, online order form, statement of work or other ordering document through which you or the applicable Client acquires access to, use of or receipt of the Services (collectively, the “Additional Agreements”); and (3) any additional terms and conditions, agreements, and/or policies, published on, or available through, our Sites and/or Services or otherwise made available to you that are applicable to your access to or use of our Sites and/or Services or otherwise made available to you that are applicable to your access to or use of our Sites and/or Services (collectively, the “Rules”). These Terms, the Additional Agreements, and the Rules are collectively referred to in these Terms as the “Service Agreements”.
For clarity, as used in these Terms, where context dictates and to the extent applicable, the term “you” as used in these Terms refers to a Client that has accepted these Terms, an individual user who has agreed to these Terms, or both.
REVIEW THESE TERMS CAREFULLY. BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OF THESE TERMS, EXECUTING ANY SERVICE AGREEMENT THAT REFERENCES THESE TERMS, OR ACCESSING OR USING OUR SITES AND/OR SERVICES, YOU AGREE TO BE BOUND BY THE APPLICABLE SERVICE AGREEMENTS. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF A CLIENT, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH CLIENT TO THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY OR TO ABIDE BY THE APPLICABLE SERVICE AGREEMENT, YOU ARE NOT ELIGIBLE TO ACCESS OR USE OUR SITES OR SERVICES. FURTHER, IF YOU ARE NOT ELIGIBLE TO ACCESS OR USE OUR SITES AND/OR SERVICES PURSUANT TO ANY OF THE OTHER APPLICABLE SERVICE AGREEMENTS, YOU ARE NOT PERMITTED TO ACCESS OR USE OUR SITES AND/OR SERVICES AS EXPLAINED IN THOSE APPLICABLE SERVICE AGREEMENT.
A. Authorization to Access and Use Sites. Subject to your acceptance of, and compliance with the applicable Service Agreements, VideoProtects hereby grants you a limited, royalty-free, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use, our Sites in a manner that is consistent with the applicable Service Agreements and for the intended purposes of the applicable Sites. Without limiting the foregoing, except as otherwise provided in the applicable Service Agreements, you are only permitted to access and use our Sites for, as applicable, your personal or internal business purposes. Any other use is strictly prohibited.
B. Authorization to Access and Use Services.
In addition to the terms of the applicable Service Agreements, your access to and use of the Services is subject to the applicable terms and conditions provided below (the “Service License”). In the event of any conflict between the Service License and any other provision of these Terms, the Service License shall control.
By accessing or using our Sites or Services, you represent to us that: (1) you are at least 18 years old (or the age of majority in the jurisdiction in which you reside); (2) you are legally able to enter into contracts; and (3) you are not a person barred from accessing or using our Sites or Services under federal, state, local or other laws.
A. Registration Information. You may be required to register and/or create an account to use some of the features on our Sites and our Services. Without limiting anything in the applicable Service Agreements, when you register with us and/or create an account with us, you agree to provide accurate, current and complete information as prompted by, as applicable, the registration or account enrollment form (“Registration Information”) and to keep such Registration Information accurate, current and complete.
B. Accounts. In addition to any applicable requirements under the applicable Service Agreements, if you have an account that provides you with the ability to access or use any of our Services, the following applies to you:
C. Client Accounts and Obligations. If you are a Client, in addition to, and not in lieu of, any similar terms and conditions set forth in the applicable Service Agreements, the following applies to you:
A. Sites and Services.
B. Marks. The VideoProtects names and logos, all product and service names and descriptions, all graphics, all button icons and all other trademarks and service marks appearing on or used in connection with our Sites and Services, unless otherwise noted, are, whether registered or not, VideoProtects’ trademarks, service marks, and/or trade dress (collectively, “Our Marks”). All other company names, logos, product and service names and descriptions, graphics and other content (collectively, “Other Marks”) mentioned, displayed, cited or otherwise referenced within our Sites and Services are the property of their respective owners. You are not authorized to use Our Marks in any manner without our prior written permission or as set forth in the applicable Service Agreements. You are not authorized to use or display any Other Marks without the prior written permission of the applicable third party.
A. Acceptable Use. Your access to and use of the Sites and Services must comply with the following (“Acceptable Use Restrictions”):
B. Equipment. Except as otherwise set forth in the applicable Service Agreement(s), you are solely responsible for obtaining and maintaining any equipment and ancillary services needed to access or use our Sites or Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). You are responsible for maintaining the security of the Equipment and for all uses of the Equipment with or without your knowledge or consent.
C. Compliance with Applicable Laws. You certify that you will comply with all applicable laws (e.g., federal, state, local and other laws) and the applicable Service Agreements when accessing or using our Sites or Services. Without limiting the foregoing, by accessing or using our Sites or Services, you represent and warrant that: (1) 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 (2) you are not listed on any U.S. Government list of prohibited or restricted parties. If you access or use our Sites or Services outside the United States, you are solely responsible for ensuring that your access to and use of our Sites or Services in such country, territory or jurisdiction does not violate any applicable laws. We reserve the right, but not the obligation, to, in our sole discretion, monitor where users who access or use our Sites or Services are located, and the right, but not the obligation, to block or otherwise restrict access to or use of our Sites or Services from any geographic location.
D. Your Mistakes or Errors. Without limiting anything set forth in the applicable Service Agreements, you acknowledge and agree that under no circumstances will we or any of our licensors or suppliers be responsible for any loss, damage or liability arising out of any mistakes or other errors made by you as a result of your access to or use of our Sites or Services.
E. Changes to Sites or Services. Except as otherwise provided in the applicable Service Agreements, VideoProtects may, in its sole discretion, make any changes to the Sites or Services that it deems necessary or useful to: (1) maintain or enhance: (i) the quality or delivery of Sites or Services; (ii) the market for our Sites or Services; or (iii) the cost, efficiency or performance of the Sites or Services; or (2) comply with any applicable laws or regulations. Without limiting the generality of the foregoing, you acknowledge and agree that VideoProtects may update the Content from time to time and, if applicable, you are solely responsible for updating your operations or other uses of Content as necessary in the event of any such updates.
F. Clients. If you are a Client, in addition to, and not in lieu of, any similar terms and conditions set forth in the applicable Service Agreements, the following applies to you:
B. Feedback. By submitting ideas, comments, suggestions, documents, proposals, products, technologies, techniques, reviews, testimonials, or questions (collectively “Feedback”) to us in any way, you acknowledge and agree that : (1) you will not include any confidential or proprietary information in any of your Feedback; (2) we are not required to make any use of any Feedback that you provide; (3) we are not under any obligation of confidentiality, express or implied, with respect to any Feedback; (4) we shall be entitled we shall be entitled to disclose (or choose not to disclose) Feedback for any purpose and in any way; (5) we may have something similar to the Feedback already under consideration or in development; (6) your Feedback which is not subject to a patent automatically becomes our property without any obligation to you; and (7) you are not entitled to any credit or compensation or reimbursement of any kind from us under any circumstances in connection with our disclosure, development or use of any Feedback.
C. Private Messages. We may provide you with the ability to send private messages to other users of our Sites and Services (“Private Messages”). Private Messages are not considered User Content and we will not intentionally make any such Private Messages available to any party other than the intended recipient. However, you should remain mindful that there is an inherent risk in the use of the Internet. Private Messages may be intercepted without our knowledge or consent, collected illegally, and/or forwarded by recipients to others. We cannot guarantee the security of any information, including your Private Messages, that you disclose online, and you do so at your own risk.
D. User Content. Certain features of our Sites and Services provide users with the ability to add, create, upload, submit, distribute, or share content on or through our Sites and Services, including, without limitation, through discussion boards and as described in the applicable Service Agreement(s) (collectively, “User Content”). If you provide any User Content (“Your Content”), you acknowledge that, except as otherwise set forth in the applicable Service Agreement(s) we: (1) shall have the right to reproduce, translate, encode, publish, use and distribute any and all of Your Content to the extent necessary to provide and operate our Sites and Services; (2) shall have the right to aggregate, de-identify or otherwise anonymize any and all of Your Content (“Operational User Data”) and to use such Operational User Data for any lawful purpose, including, without limitation, improving our Sites and Services; and (iii) are not responsible or in any way liable for any corruption, mis-delivery or other loss of any of Your Content.
E. Client Data. If you are a Client, in addition to, and not in lieu of, any similar terms and conditions set forth in the applicable Service Agreements, the following applies to you:
A. Links to Third Party Sites. Our Sites and Services may contain links to third-party websites or resources. These links are provided solely for your convenience VideoProtects has not reviewed these third-party websites and does not control and is not responsible for any of these websites or their content. VideoProtects does not make any representations about any third-party websites, or any information, software or other products or materials found on such third party websites or resources. Your access to and use of any third party website or resource, including any information, material, products, services or resources contained on or accessible through third party websites or resources is entirely and solely at your own risk. Without limiting the foregoing, you acknowledge and agree that we are not responsible or liable for any third party websites or resources, including, without limitation, for the availability of such third party websites or resources or any information, material, products, or services contained on or accessible through third party websites or resources.
B. Third Party Services. Our Sites and Services may allow you to access certain applications, websites, and other content owned or otherwise controlled by third parties (“Third Party Services”). Your access to and/or use of any Third Party Services may be subject to separate terms imposed by the providers of these Third Party Services (“Third Party Terms”). By accessing or using any Third Party Services, you agree to comply with any applicable Third Party Terms presented or that you otherwise agree to in connection with your access to or use of the applicable Third Party Service. We are not responsible or liable for: (1) the availability, functionality or accuracy of any Third Party Services; or (2) the content, products or services available through such Third Party Services. Access to Third Party Services through or in connection with your access to or use of our Sites or Services does not imply any endorsement by VideoProtects of the Third Party Services or any products or services available through the Third Party Services.
A. Monitoring. VideoProtects reserves the right, but not the obligation, to monitor all network traffic to the Sites and Services and, by accessing or using our Sites or Services, you expressly acknowledge and agree that such monitoring may occur. VideoProtects may block unauthorized attempts or intrusions to upload or change information or cause damage to Sites and Services in any fashion.
B. User Content. You acknowledge that VideoProtects has no general obligation to monitor any User Content or Client Data added, created, uploaded, submitted, distributed or otherwise shared on or through our Sites or Services, nor to actively seek facts or circumstances indicating illegal activity, but, subject to the terms of the applicable Service Agreement(s), has the right to review, disable access to, or to edit any User Content for any lawful purpose.
C. Suspension. Without limiting anything set forth in the applicable Service Agreement(s), VideoProtects may immediately suspend your (or, if you are a Client, your Client Authorized Users’) access to and use of the Sites or Services (including, without limitation, access to and use of the applicable account) if: (1) VideoProtects reasonably determines that your (or, if you are a Client, your Client Authorized Users’) access to or use of our Sites or Services could adversely impact our Sites or Services, a third party’s use of our Sites or Services, or our network or servers used to provide and operate our Sites or Services; (2) there is suspected third party access to or use of the Sites or Services; (3) we reasonably believe that immediate suspension is required to comply with applicable laws; or (4) you (or if you are a Client, one or more of your applicable Client Authorized Users) are in material breach of the applicable Service License or the Acceptable Use Restrictions. We will reinstate the ability to access or use our Sites or Services suspended pursuant to the foregoing when we determine, in our sole discretion, the circumstances giving rise to the suspension has been resolved. Unless prohibited by applicable law and where reasonably possible, we will provide you with prior notice of any such suspension and the basis for any such suspension.
A. Effective Date. These Terms shall become effective on the date of your acceptance hereof (the “Effective Date”) and shall remain in effect unless and until your authorization to access or use all Sites and Services expires or is terminated; provided, however, any applicable Service License becomes effective on the earlier date of when you: (1) indicate acceptance of applicable Service License under an applicable Service Agreement; (2) click a box indicating your acceptance of the applicable Service License; (3) submit your Registration Information in connection with the applicable Service; or (4) log into your account for the applicable Service. Regardless, you are bound by these Terms any time you use our Sites or our Services.
B. Service License Term. The term of each applicable Service License is for the length of time specified in the applicable Service Agreement (“Service License Term”). Subject to the terms of the applicable Service Agreement, for any Service Licenses that automatically renew for the term that you selected or which was made available to you, prior to such automatic renewal or VideoProtects issuing any invoice for such renewal term, we will provide notice to you of such automatic renewal and specify the date by which you must notify us if you elect not to renew such Service License. For clarity, if you do not provide us with such notice of non-renewal, your Service License will automatically renew for the applicable Service License Term.
C. Termination. Subject to the terms set forth in the applicable Service Agreement(s), in addition to, and not in lieu of, any other termination or other applicable rights under the Service Agreements:
D. Effects of Termination. Without limiting any other effects of termination set forth in the applicable Service Agreement(s), upon termination of a Service License or applicable Service Agreement, your (and, if you are a Client, your Client Authorized Users’) authorization to access and use the applicable Sites or Services shall immediately terminate and you (and, if you are a Client, your applicable Client Authorized Users) must discontinue all access to and use of our Sites and Services affected by such termination. Termination of any Service License or other applicable Service Agreement: (1) will not affect your obligations to pay all fees that have become due before such termination; (2) except as expressly provided in the applicable Service Agreement(s), entitle you to a refund of any pre-paid but unused fees; and (3) will not relieve you of any liabilities or obligations arising before the date of such termination.
E. Reasonable Assistance. Upon termination of a Service License or other applicable Service Agreement for reasons other than your (or, if you are a Client, one or more of your Client Authorized Users’) breach thereof, at its discretion, VideoProtects may use reasonable commercial efforts to assist you, at VideoProtects’ then standard fee for such services, in obtaining any of Your Content (or, if you are a Client, your Client Data) as may then be available on the Sites or through the Services and transferring the same to you on VideoProtects-approved storage media, provided that you have provided VideoProtects notice prior to the termination date of your desire for such assistance.
A. Fees. You shall pay VideoProtects all fees applicable to your access to or use of the Sites or Services set forth in the applicable Service Agreement(s), without offset or deduction. Except as otherwise provided in the Service Agreement(s), you shall pay all applicable fees in accordance with the invoicing schedule set forth in the applicable Service Agreement(s) or, if no invoicing schedule is stated in the applicable Service Agreement(s), VideoProtects will invoice you on a monthly basis for fees incurred from your (or, if you are a Client, your Client Authorized Users’) access to and use of the Sites or Services during the preceding month. Subject the applicable Service Agreement(s) all invoices are due and payable upon your receipt of thereof. If you fail to make any payment when due, without limiting our other rights and remedies: (1) we may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted by applicable law; (2) you shall reimburse us for all reasonable costs we incur in collecting any late payments or interest, including, attorneys’ fees, court costs and collection agency fees; and (3) if such failure to pay is not promptly remedied, we may suspend your access to any portion or all of the Sites or Services until such amounts are paid in full.
B. Changes. Except as otherwise provided in the applicable Service Agreement(s), VideoProtects may change any portion of the fees upon the renewal of the applicable Service License, such changes to take effect upon the commencement of such Service License Renewal.
C. Taxes. Fees and other amounts payable by you under the applicable Service Agreement(s) are exclusive of any taxes and similar assessments. You are 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 government or regulatory authority on any amounts payable by you under the Service Agreement(s), other than taxes imposed on VideoProtects’ income.
A. Order Cancellations. VideoProtects reserves the right, at its sole discretion, to refuse or cancel any order placed through our Sites or Services for any reason. Without limiting the generality of the foregoing, some situations that may result in your order being canceled include, without limitation, limitations on quantities available for purchase, inaccuracies or errors in product or pricing information, or problems identified by our credit and fraud avoidance department. VideoProtects may also require additional verifications or information before accepting any order. VideoProtects will contact you if all or any portion of your order is canceled or if additional information is required to accept your order. If your order is canceled after your applicable payment method has been charged, VideoProtects will issue a credit to the same payment method in the amount of the charge.
B. Errors in Pricing and Descriptions. In the event that a product or service is listed at an incorrect price due to typographical errors or an error in pricing information on our Sites or Services, VideoProtects shall have the right to refuse or cancel any orders placed for products listed at the incorrect price. VideoProtects shall have the right to refuse or cancel any such orders whether or not the order has been confirmed and your account charged. If your applicable payment method has already been charged for the purchase and your order is cancelled, VideoProtects will immediately issue a credit to the same payment method in the amount of the incorrect price.
In addition to, and not in lieu of, any warranty disclaimers set forth in any applicable Service Agreement:
A. EXCEPT AS EXPRESSLY STATED IN THE APPLICABLE SERVICE AGREEMENT(S), OR, WITH RESPECT TO ANY PRODUCTS SOLD THROUGH, OR OTHERWISE ASSOCIATED WITH, OUR SITES OR SERVICES, ANY EXPRESS WARRANTIES SHOWN ON OR PROVIDED WITH ANY SUCH PRODUCT, OUR SITES AND SERVICES, INCLUDING, WITHOUT LIMITATION, ANY SOFTWARE COMPRISING ANY PORTION OF OUR SITES OR SERVICES, AND ANY PRODUCTS, SERVICES, OR CONTENT PROVIDED THROUGH OR IN CONNECTION WITH OUR SITES AND SERVICES (COLLECTIVELY, “OUR OFFERINGS”) ARE PROVIDED ON AN “AS-IS” BASIS AND YOUR ACCESS TO AND USE OF OUR OFFERINGS IS AT YOUR SOLE OPTION OR RISK. WE EXPRESSLY DISCLAIM ALL OTHER WARRANTIES OF ANY KIND RELATING THERETO, WHETHER EXPRESS OR IMPLIED, RELATING TO OUR OFFERINGS, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT. FOR CLARITY, ANY WARRANTY APPLICABLE TO ANY PRODUCT SOLD BUT NOT MANUFACTURED BY VIDEOPROTECTS, IF ANY, IS PROVIDED BY THE ORIGINAL MANUFACTURER, NOT VIDEOPROTECTS AND WARRANTY DISCLAIMERS PROVIDED IN THE APPLICABLE SERVICE AGREEMENT(S) SHALL APPLY TO SUCH PRODUCTS.
B. VIDEOPROTECTS MAKES NO REPRESENTATION OF ANY KIND THAT OUR OFFERINGS, OR ANY OF THE RESULTS FROM THE USE THEREOF, WILL MEET YOUR OR ANY CLIENT AUTHORIZED USER’S OR THIRD PARTY’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. YOU ASSUME THE ENTIRE RISK AS TO THE ACCESS TO, USE OF, AND RECEIPT OF OUR OFFERINGS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENCY OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT VIDEOPROTECTS DOES NOT PROVIDE, AND OUR OFFERINGS ARE NOT INTENDED TO PROVIDE OR BE RELIED ON AS, LEGAL, ACCOUNTING OR OTHER PROFESSIONAL ADVICE. YOU ARE SOLELY RESPONSIBLE FOR OBTAINING ANY LEGAL, ACCOUNTING OR OTHER PROFESSIONAL ADVICE RELATED TO OR IN CONNECTION WITH YOUR ACCESS TO, USE OF AND RECEIPT OF OUR OFFERINGS FROM A COMPETENT PROFESSIONAL.
C. VIDEOPROTECTS EXPRESSLY DISCLAIMS THAT OUR OFFERINGS WILL BE ERROR FREE OR INVULNERABLE TO VIRUSES, WORMS, OR OTHER HARMFUL SOFTWARE.
D. YOU ACKNOWLEDGE AND AGREE THAT OUR OFFERINGS MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS, INCLUDING, WITHOUT LIMITATION, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, OR TECHNICAL FAILURE OR DISRUPTION OF OUR OFFERINGS AND/OR TELECOMMUNICATIONS INFRASTRUCTURE, AND, THEREFORE, WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY OR PERFORMANCE OF OUR OFFERINGS CAUSED BY SUCH FACTORS.
E. WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MIS-DELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA, INCLUDING, WITHOUT LIMITATION AND APPLICABLE, YOUR CONTENT, CLIENT DATA, PRIVATE MESSAGES OR OTHER INFORMATION YOU SUBMIT THROUGH OR IN CONNECTION WITH OUR OFFERINGS.
F. WE ARE NOT RESPONSIBLE OR LIABLE FOR, NOR DO WE REPRESENT OR OTHERWISE WARRANT THE PERFORMANCE OF ANY DEVICE YOU USE TO ACCESS OR USE OUR OFFERINGS, INCLUDING, WITHOUT LIMITATION, THE CONTINUING COMPATIBILITY OF ANY DEVICE WITH OUR OFFERINGS.
SOME JURISDICTIONS AND/OR APPLICABLE LAW DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU.
A. General. IN NO EVENT SHALL YOU OR VIDEOPROTECTS BE LIABLE TO THE OTHER UNDER OR IN CONNECTION WITH THE APPLICABLE SERVICE AGREEMENT(S) FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (EVEN IF PREVIOUSLY APPRISED OF THE POSSIBILITY THEREOF), WHETHER THE BASIS OF THE LIABILITY IS BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), STATUTORY, OR ANY OTHER LEGAL THEORY, OR FOR ANY ERROR OR INTERRUPTION OF USE, INCREASED COSTS, DIMINUTION IN VALUE, LOST BUSINESS, LOST PRODUCTION, LOST REVENUES, LOST PROFITS, LOSS OF GOODWILL OR REPUTATION, OR COST OF REPLACEMENT GOODS OR SERVICES. EXCEPT AS OTHERWISE SET FORTH IN THE APPLICABLE SERVICE AGREEMENT(S) AND WITHOUT LIMITING ANYTHING SET FORTH IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR ENTIRE LIABILITY TO YOU ARISING OUT OF, RESULTING FROM, OR IN ANY WAY CONNECTED WITH OUR PERFORMANCE UNDER OR BREACH OF THE APPLICABLE SERVICE AGREEMENT(S) SHALL IN NO CASE EXCEED THE GREATER OF: (1) THE FEES YOU PAID TO VIDEOPROTECTS UNDER THE APPLICABLE SERVICE AGREEMENT(S) DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACT GIVING RISE TO THE LIABILITY; OR (2) $100.
B. Exclusions. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY WITH RESPECT TO ANY OF THE FOLLOWING: (i) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IF APPLICABLE, UNDER THE SERVICE AGREEMENT(S); (ii) YOUR INDEMNIFICATION OBLIGATIONS; OR (iii) ANY DAMAGES RESULTING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
C. Release. WITHOUT LIMITING ANYTHING SET FORTH IN THE APPLICABLE SERVICE AGREEMENT(S), IF YOU HAVE A DISPUTE WITH ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF OUR OFFERINGS, YOU RELEASE US AND OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, AS WELL AS OUR AFFILIATES AND SUBSIDIARIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (TOGETHER, THE “RELEASED PARTIES”) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES. IN ENTERING INTO THIS RELEASE, YOU EXPRESSLY WAIVE ANY PROTECTIONS (WHETHER STATUTORY OR OTHERWISE) THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME YOU AGREE TO THIS RELEASE.
YOU AGREE THAT YOU WILL ONLY ACCESS AND USE OUR OFFERINGS IN ACCORDANCE WITH THE APPLICABLE SERVICE AGREEMENT(S). YOU WILL COMPENSATE US IN FULL FOR ANY LOSSES OR COSTS (INCLUDING, WITHOUT LIMITATION, ANY REASONABLE ATTORNEY’S FEES, ACCOUNTING FEES OR COURT COSTS) FOR WHICH WE OR ANY OTHER RELEASED PARTY INCUR RESULTING FROM, OR ALLEGED TO RESULT FROM, ANY BREACH BY YOU OF THE APPLICABLE SERVICE AGREEMENT(S). WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AGREE TO INDEMNIFY, DEFEND AND HOLD US, AND ALL OTHER RELEASED PARTIES, HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND (INCLUDING, WITHOUT LIMITATION, ANY REASONABLE ATTORNEYS’ FEES, ACCOUNTING FEES OR COURT COSTS) MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR (OR, IF YOU ARE A CLIENT, YOUR APPLICABLE CLIENT AUTHORIZED USERS’) ACCESS TO OR USE OF OUR OFFERINGS, YOUR CONNECTION TO OUR SITES OR SERVICES, YOUR VIOLATION OF THE APPLICABLE SERVICE AGREEMENT(S) OR YOUR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON OR ENTITY.
VideoProtects takes claims of copyright infringement seriously. You must ensure Your Content does not infringe any third party’s copyright. We will remove Your Content and other materials on our Sites or Services in accordance with the U.S. Digital Millennium Copyright Act (“DMCA”) upon receipt of proper notices that Your Content or other materials on our Sites or Services infringe a third party’s copyright in accordance with our DMCA Policy.
A. Relationship. It is expressly agreed that you and VideoProtects are independent contractors and that the relationship between you and VideoProtects shall not constitute a partnership, joint venture, or agency. Neither you nor VideoProtects shall have the authority to make any statements, representations, or commitments of any kind, or to take any action, which shall be binding on the other party, without the prior written consent of such other party.
B. No Third Party Beneficiaries. The rights, remedies, obligations, and liabilities arising under or in connection with the applicable Service Agreement(s) are solely intended to apply to you and VideoProtects and your and our respective successors and assigns.
C. Electronic Communications. The communications between you and VideoProtects use electronic means. For contractual purposes, you: (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures and other communications that we provide to you electronically, including, without limitation, the Service Agreements, satisfy any legal requirement that such communications would satisfy if they were provided in a hardcopy writing. The foregoing does not affect your non-waivable rights.
D. Admissibility of Terms. A printed version of these Terms and of any notice given in electronic form shall be admissible in arbitration, judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
E. Waiver & Severability. No waiver by VideoProtects or any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, including, without limitation, the warranty disclaimers and limitations of liability 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 applicable Service Agreement(s) shall continue in effect.
F. Assignability. You shall not assign any of your rights or delegate any of your obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of VideoProtects. Any purported assignment or delegation will not relieve the assigning or delegating party of any of its obligations hereunder arising prior to such assignment or delegation. The applicable Service Agreement(s) are binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.
G. Changes to these Terms. VideoProtects may update or modify these Terms at any time by, without limitation posting a revised version of these Terms on our Sites and by publishing a general notice of such changes on our Sites or, where applicable or necessary, by providing notice of such changes to you. By accessing or using our Sites or Services after we have provided such notice, you agree to be bound by such updates or modifications.
H. Governing Law. These Terms shall be governed by the laws of the State of Wisconsin, without giving effect to its conflict of laws’ provisions. Any legal suit, action, or proceeding arising out of or related to these Terms shall be instituted exclusively in the United States District Court for the Eastern District of Wisconsin or the courts of the State of Wisconsin covering Milwaukee County, Wisconsin, as appropriate. You agree to submit to the jurisdiction of each of these courts for the purpose of litigating claims or disputes, hereby waive any right to a jury trial, and to venue in such courts and agree to be bound by any and all limitations of liability and damages included in the applicable Service Agreements.
I. Waiver of Class Action Rights and/or Claims. YOU ACKNOWLEDGE AND AGREE THAT, BY AGREEING TO THESE TERMS, YOU ARE WAIVING THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR PROCEEDING. YOU AGREE THAT YOU MAY BERING CLAIMS AGAINST THE RELEASED PARTIES ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR COLLECTIVE PROCEEDING. ANY ARBITRATION, SUITS, OR DISPUTES WILL TAKE PLACE ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. NOTWITHSTANDING ANY PROVISION IN THE APPLICABLE SERVICE AGREEMENTS TO THE CONTRARY, IF THE FOREGOING CLASS ACTION WAIVER IS DEEMED INVALID OR UNENFORCEABLE, YOU AND VIDEOPROTECTS AGREE THAT NEITHER PARTY SHALL SEEK TO, AND WAIVE ANY RIGHT TO, ARBITRATE OR LITIGATE CLASS OR COLLECTIVE CLAIMS.
J. Survivorship. Notwithstanding the expiration or termination of these Terms, all rights, obligations, and remedies which accrued prior to the termination or expiration of a Site and Service License shall survive such termination or expiration to the extent necessary to carry out the intention of the parties.
K. Commercial Software. As defined in FAR section 2.101, the Sites, the software used by VideoProtects to provide and operate the Services, and any user manuals, operating instructions and other documentation relating to the access to, use of, and operation of the Sites or Services, are “commercial items” and according to DFAR section 252.227-7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of the applicable Service Agreement(s) and will be prohibited except to the extent expressly permitted by the terms of the applicable Service Agreement(s).
L. Headings. The section headings and sub-headings contained in these Terms are for convenience only and have no legal or contractual effect.
M. Conflicts. In the event of any inconsistency between the statements made in these Terms, any other Service Agreement, or any other documents incorporated by reference in any Service Agreement: (1) these Terms; (2) the Additional Agreement unless such Additional Agreement expressly provides that it is modifying these Terms; (3) the Rules, unless the applicable Rules expressly provide that they are modifying, as applicable, these Terms of the applicable Additional Agreement, and (4) any other document incorporated by reference in a Service Agreement unless such document expressly provides that it is modifying, as applicable, these Terms, the applicable Additional Agreement or the applicable Rules.
N. Contact Us. If you have any questions regarding the use of these Terms, our Sites, or Services please contact us. Or write us at: VideoProtects, 3003 Breezewood Lane, Neenah, Wisconsin 54957-0368.
O. Entire Agreement. The applicable Service Agreements constitute the entire understanding and agreement between VideoProtects and you with respect to the transactions contemplated therein and supersede any and all prior or contemporaneous oral or written communications or agreements with respect to the subject matter thereof. No usage of trade, or other regular practice or method of dealing between you and VideoProtects or others, will be used to modify, interpret, supplement or alter in any manner the express terms of the applicable Service Agreements. If any document you issue includes any reference that is inconsistent with the provisions of the applicable Service Agreements, such references shall be null and void despite no objection being stated by VideoProtects.