Vodeo Corp. ("Vodeo," "we," or "us") provides an online video service which gives users the opportunity to purchase from various offerings of on-demand programming, including television shows, movies, clips, and other content (collectively, the " Content"). Our video service, the Content, our player for viewing the Content (the "Video Player") and any other products, features, tools, materials, or other services (including third-party branded services) offered from time to time by Vodeo through a variety of Access Points (defined below) are referred to collectively as the "Services." The term "Access Points" refers to, collectively, the getvodeo.com website, applications, and other places where any Services are available.
Please note that the website addresses (i.e., URLs) included within these Terms may not function as hyperlinks on all the Access Points. To view these Terms with clickable hyperlinks, please visit getvodeo.com on your computer.
In addition to these Terms, we may ask you to accept additional terms that apply to specific features, promotions, products or services (including, but not limited to, posted fees, billing procedures, promotion rules and subscription services). To the extent any additional terms conflict with these Terms, the additional terms govern with respect to your access to or use of the applicable feature, promotions, product or service.
(a) You must be at least 13 years of age to access or use our Services, provided that if you are under 18 years of age (or the age of legal majority where you live), you may only access or use our Services under the supervision of a parent or legal guardian who agrees to be bound by these Terms. If you are a parent or legal guardian of a user under the age of 18 (or the age of legal majority where you live), you (i) agree to be bound by these Terms and any applicable additional terms and (ii) are fully responsible for the acts or omissions of such user in connection with our Services. The Services are for personal use only. Organizations, companies, or businesses may not use the Services for any purpose. You may not use the Services if you have previously been suspended or removed from the Services. Certain Services and/or Content may not be available in all jurisdictions, and we reserve the right to impose additional eligibility requirements.
(b) If you choose to access the Services from outside of the United States and its territories, you do so at your own risk and are responsible for compliance with all local laws, rules, and regulations that may apply.
You may need to register for an account to access some or all of our Services. If you register for an account, you must provide accurate account information and promptly update this information if it changes. You must maintain the security of your account and account credentials, and you are responsible for any activities on your account and must promptly notify us if you discover or suspect that someone has accessed your account without your permission. If you permit others to use your account credentials, you are responsible for the activities of those users, including any costs incurred.
Our Services, including the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans, Virtual Items (defined below) and other content contained therein, are owned by or licensed to Vodeo and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, Vodeo and our licensors reserve all rights in and to our Services. You are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use our Services for your own personal use and to install our mobile applications on a device that you own or control; however, such license is subject to these Terms and does not include any right to (a) sell, resell or commercially use our Services and/or Content; (b) copy, reproduce, distribute, publicly perform or publicly display the Services and/or Content, except as expressly permitted by us or our licensors; (c) modify the Services and/or Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of our Services and/or Content; (d) reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services and/or Content; or (e) use our Services other than for their intended purposes. Any use of our Services other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein. You acknowledge that we may update or modify the Services and/or Content at any time without notice to you, and these updates and modifications may be required in order for you to continue to use the Services.
Vodeo Virtual Items Terms
Vodeo may offer different types of digital content, credits, coins or other virtual items for which you may (i) purchase a limited license to use via the Services (“Purchased Virtual Items”) or (ii) earn or otherwise receive a limited license to use via the Services ((“Earned Virtual Items” together with the Purchased Virtual Items, collectively, “Virtual Items”). You understand that while you may “earn”, “buy”, or “purchase” Virtual Items in our Services, you do not legally own the Virtual Items and the amounts of any Virtual Item do not refer to any credit balance of real currency or its equivalent. Any virtual currency balance shown in your account does not constitute a real-world balance or reflect any stored value, but instead constitutes a measurement of the extent of your limited license. You acknowledge that any Virtual Items (including without limitation any virtual currency) that you obtain in connection with the Services have no monetary value, and do not have any value of any kind outside of the Services.
(b) Third-Party Sales. Vodeo does not authorize, and expressly prohibits, the purchase of Virtual Items from third parties (i.e. from any third party that is not one of our Authorized Distributors). You will not offer to sell or purchase Virtual Items to or from other users or third parties, and will not sell or purchase Virtual Items to or from third parties. In addition to violating these Terms, these resale purchase transactions may be fraudulent or may lead to identity theft. Vodeo is not responsible for any such transactions or any damages or harm that you might incur if you engage in transactions involving Virtual Items with other users or third parties.
(c) Pricing and Taxes. All prices for Virtual Items do not include applicable taxes and other charges, unless we state otherwise. Prices for Virtual Items are subject to change at any time, but changes will not affect any order you have already placed. You are responsible for any sales, use, value-added or other governmental taxes, fees or duties due with respect to your order. We may collect applicable taxes if we determine we have a duty to collect taxes.
(d) Subscriptions. We may offer different subscription plans for purchasing Virtual Items (each, a “Subscription”). WHEN YOU PURCHASE A SUBSCRIPTION, (I) YOU AUTHORIZE THE AUTHORIZED DISTRIBUTOR YOU USE TO ACQUIRE THE VIRTUAL ITEMS TO CHARGE YOUR DESIGNATED PAYMENT METHOD FOR THE PERIOD (E.G., WEEKLY, MONTHLY OR ANNUALLY) SPECIFIED IN YOUR SUBSCRIPTION (IN ADDITION TO ANY APPLICABLE TAXES AND OTHER CHARGES) FOR AS LONG AS YOUR SUBSCRIPTION CONTINUES, AND (II) YOUR SUBSCRIPTION IS CONTINUOUS UNTIL YOU CANCEL IT OR WE SUSPEND OR STOP PROVIDING ACCESS TO OUR SERVICES OR PRODUCTS IN ACCORDANCE WITH THESE TERMS. The Subscription period (or an indication that the Subscription will continue until cancelled), how to cancel your Subscription, the cost of the Subscription you purchase and any other material terms are disclosed prior to purchase and may be confirmed via email by Vodeo and/or the applicable Authorized Developer.
(e) Cancelling Subscriptions. YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME THROUGH THE TOOLS MADE AVAILABLE BY THE APPLICABLE AUTHORIZED DISTRIBUTOR. SUBSCRIPTIONS MUST BE CANCELLED BEFORE THE BILLING OR RENEWAL DATE IN ORDER TO AVOID BEING CHARGED FOR THE NEXT SUBSCRIPTION PERIOD. IF YOU CANCEL YOUR SUBSCRIPTION AFTER THE APPLICABLE BILLING OR RENEWAL DATE, IT WILL NOT TAKE EFFECT UNTIL THE FOLLOWING SUBSCRIPTION PERIOD. YOU WILL BE RESPONSIBLE FOR ALL CHARGES (INCLUDING ANY APPLICABLE TAXES AND OTHER CHARGES) INCURRED WITH RESPECT TO ANY SUBSCRIPTION ORDER PROCESSED PRIOR TO THE EFFECTIVE DATE OF YOUR CANCELLATION.
(f) Redemption. Virtual Items may be redeemed solely for Content, digital goods or services made available through our Services. You may redeem Virtual Items only by the method and within the scope described via the Services.
(g) Restrictions. All sales of Purchased Virtual Items are final, and all Purchased Virtual Items are non-returnable and non-refundable. Virtual Items cannot be resold, transferred for value, redeemed for cash or applied to any other account. We may limit the number of Virtual Items you can purchase or use within certain periods of time or implement other restrictions on the receipt or use of Virtual Items. We may further restrict your ability to redeem your Virtual Items based on your place of residence. YOU ACKNOWLEDGE THAT VODEO IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, NOR IS VODEO REQUIRED TO PROVIDE MONEY OR OTHER COMPENSATION FOR UNUSED VIRTUAL ITEMS WHEN AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY, WHETHER YOU MADE A PAYMENT THROUGH AN AUTHORIZED DISTRIBUTOR OR ANY OTHER ACCESS POINTS, SITES OR PLATFORMS WHERE WE OFFER OUR SERVICES.
(h) Errors. In the event of an error, we reserve the right to correct such error and revise your order accordingly (which includes charging the correct price) or to cancel the order and refund any amount charged.
(i) Inactivity. While the Virtual Items you purchase do not expire, if you do not log into your account for a period of at least 2 years, if you deactivate your account, or if we have been unable to reach you to verify that you intend to continue using your account, then you authorize us, without further notice to you, to distribute Virtual Items in your account to other users as gifts or to redeem all Virtual Items remaining in your account for any content or items we select and to distribute or provide access to that content or items to other users as gifts.
You are solely responsible for your conduct while accessing or using our Services, and you will not:
(i) Violate any applicable law, contract, intellectual property or other third-party right or commit a tort;
(ii) Engage in any abusive, disrespectful, harassing, threatening, intimidating, violent, predatory or stalking conduct;
(iii) Use or attempt to use another user’s account without authorization from that user and Vodeo;
(iv) Use our Services in any manner that could interfere with, disrupt, spam, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;
(v) Attempt to circumvent any content-filtering and/or geo blocking techniques we employ or attempt to access or tamper with any feature, content or area of our Services that you are not authorized to access, which includes any attempt to probe, scan, or test the vulnerability of any system or network, or breach or circumvent any security or authentication measures;
(vi) Violate any additional rules or restrictions posted within any Services that apply to your conduct within such Services;
(vii) Develop or use any applications that interact with our Services without our prior written consent;
(ix) Sell, trade or transfer, or offer to sell, trade or transfer, your account, your personal license to use and access the Services, any Virtual Items (including without limitation any virtual currency), or any other in-app benefits, achievements or status associated with your account or which are otherwise available to you through the Services, in any manner whatsoever, unless expressly authorized in writing by Vodeo;
(x) Engage in, attempt to engage in, or encourage or promote any activity that is determined by Vodeo to be associated with cheating, hacking, fraud, modifying or manipulating the Services, or otherwise using the Services in any manner other than for their intended purposes, including, without limitation, leveraging any bugs, program errors, or exploits in the Services in connection with any of the foregoing;
(xi) Use, develop, provide, sell, distribute, or otherwise make available any software, technologies, tools, or other materials (including without limitation any bots, hacks, mods, add-ons, worms, cheats, or malware) that are determined by Vodeo to be associated with cheating, hacking, fraud, modifying or manipulating the Services, obtaining an unfair advantage within the Services, or otherwise using the Services in any manner other than for their intended purposes or that is unauthorized;
(xii) Use any data mining, scraping, robots or similar data gathering or extraction methods
(xiii) Bypass or ignore instructions contained in any robots.txt file we provide that controls automated access to portions of our Services; or
(xiv) Use our Services for any illegal or unauthorized purpose, or engage in, encourage or promote any activity that violates these Terms.
Vodeo does not endorse or adopt any Content and can make no guarantee as to its accuracy or completeness.
a. Usage Rules and Limitations. You may not either directly or through the use of any device, software, internet site, web-based service, or other means remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notices marked on the Content or any digital rights management mechanism, device, or other content protection or access control measure associated with the Content including geo-filtering mechanisms. For clarity, you may not use any technology or technique that obscures or disguises your location when you are accessing the Services. You may not either directly or through the use of any device, software, internet site, web-based service, or other means copy, record, download, stream capture, reproduce, duplicate, archive, distribute, upload, publish, modify, translate, broadcast, perform, display, sell, or transmit or retransmit the Content unless expressly permitted by the terms of your subscription or otherwise by Vodeo in writing. You may not incorporate the Content into, or stream or retransmit the Content via, any hardware or software application or make it available via frames or in-line links unless expressly permitted by Vodeo in writing. Furthermore, you may not create, recreate, distribute or advertise an index of any portion of the Content unless authorized by Vodeo. You may not build a business utilizing the Content, whether or not for profit. The Content covered by these restrictions includes without limitation any text, graphics, layout, interface, logos, photographs, audio and video materials, and stills. In addition, you are strictly prohibited from creating derivative works or materials that otherwise are derived from or based on in any way the Content, including montages, mash-ups and similar videos, wallpaper, desktop themes, greeting cards, and merchandise, unless expressly permitted by Vodeo in writing. This prohibition applies even if you intend to give away the derivative materials free of charge.
b. Content Subjectivity. Content tends to elicit varying reactions among different people. You may come across Content that you find offensive, indecent, explicit or objectionable. Also, Content types, genres, categories, and descriptions are provided as suggestions to help with navigation, and Vodeo does not guarantee that you will agree with them. You acknowledge these risks.
c. Content Quality. Vodeo uses various technologies to provide you with an optimal viewing experience. That said, quality of Content, including resolution, may be affected by the format of the Content, your location, the speed and bandwidth of your internet service, and the devices used, among other factors. HD and 4K Ultra HD availability for supported Content depends on your internet service and device capabilities. The time it takes you to begin playing Content will vary based on a number of factors, including your location, internet bandwidth, the number of devices simultaneously connecting to the same network, the Content you have selected, and the configuration of the device you are using. As a result, Vodeo is unable to make any warranties about the Content in these respects.
d. Content Presentation. We want you to have the best experience with our Services, including the ability to easily discover and enjoy new Content. To help do that, Content you view across all Services may include promotional videos (e.g., previews or trailers) before and after that Content. Please note that Content you view (e.g., legal and medical shows) should not be relied upon for advice. For those who are susceptible to photosensitive epilepsy or other photosensitivities, it’s also important to remember that some Content may contain flashing lights sequences or patterns.
e. Temporary Downloads. We know that you may not always have an internet connection when you want to watch your favorite Content. Depending on the Service to which you subscribe, Vodeo may give you the option to temporarily download certain Content on certain Compatible Devices so that you can watch it while you are offline ("Temporary Downloads"). Of course, there are some limitations that may change from time to time, including: (i) the maximum number of devices that can store Temporary Downloads; (ii) the maximum number of Temporary Downloads that can be stored across Compatible Devices at any given time; (iii) how long Temporary Downloads will remain available to you; and (iv) geographic and device restrictions on playback.
f. Location Access. Content may be limited to distribution in certain geographic locations. For that reason, we may use different technologies and methods to verify your geographic location. For example, you may be required to enable location access on your mobile device in order to access certain Services or to watch select Content made available through certain Services.
You may submit questions, comments, suggestions, feedback, ideas, original or creative materials or other information about Vodeo or our products or Services (collectively, “Feedback”). We reserve the right to incorporate Feedback in our products and Services and otherwise use and fully exploit Feedback for any purpose, without acknowledgment or compensation to you.
We have a policy of limiting access to our Services and terminating the accounts of users who infringe the intellectual property rights of others. If you believe that anything on our Services infringes any copyright that you own or control, you may notify Vodeo’s Designated Agent as follows:
Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Also, please note that if you knowingly misrepresent that any activity or material on our Services is infringing, you may be liable to Vodeo for certain costs and damages.
To the fullest extent permitted by applicable law, you will indemnify, defend, and hold harmless Vodeo, our subsidiaries and affiliates, and each of our respective officers, directors, parents, subsidiaries, affiliates, agents, partners and employees (individually and collectively, the “Vodeo Parties”) from and against any loss, liability, claim, demand, damages, expenses or costs (“Claims”) arising out of or related to: (a) your access to or use of our Services; (b) your Feedback; (c) your violation of these Terms; (d) your violation, misappropriation or infringement of any rights of another (including intellectual property rights or privacy rights); or (e) your conduct in connection with our Services. You will promptly notify the indemnified Vodeo Parties of any Claim, cooperate with the indemnified Vodeo Parties in defending the Claim and pay all fees, costs and expenses associated with defending the Claim (including, but not limited to, attorneys’ fees). The indemnified Vodeo Parties will have right to retain sole control of the defense or settlement of any Claim (at your expense). This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between you and Vodeo or the other Vodeo Parties.
(a) We do not control, endorse or take responsibility for any Content available on or linked to by our Services.
(b) Your use of our Services is at your sole risk. Our Services are provided “as is” and “as available” without warranties of any kind, either express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. In addition, Vodeo does not represent or warrant that our Services are accurate, complete, reliable, current or error-free. While Vodeo attempts to make your access to and use of our Services safe, we cannot and do not represent or warrant that our Services or servers are free of viruses or other harmful components. You assume the entire risk as to the quality and performance of the Services.
Limitation of Liability
(a) Vodeo Parties will not be liable to you under any theory of liability—whether based in contract, tort, negligence, warranty, or otherwise—for any indirect, consequential, incidental, special damages or lost profits arising out of or in any way related to these Terms or our Services, even if Vodeo or the other Vodeo Parties have been advised of the possibility of such damages
(b) The total liability of Vodeo Parties, for any claim arising out of or relating to these Terms or our Services, regardless of the form of the action, is limited to the greater of $100 or the amounts paid by you to Vodeo via the Services in the 6 months prior to the claim.
(C) The limitations set forth in this section will not limit or exclude liability for the gross negligence, fraud or intentional misconduct of Vodeo Parties or for any other matters in which liability cannot be excluded or limited under applicable law. Additionally, some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you.
To the fullest extent permitted by applicable law, you release Vodeo Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. You expressly waive any rights you may have under California Civil Code § 1542, which states that: “a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” You also expressly waive any rights you may have under any other statute or common law principles 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 of agreeing to this release.
Transfer and Processing Data
By accessing or using our Services, you consent to the processing, transfer and storage of information about you in and to the United States and other countries, where you may not have the same rights and protections as you do under local law.
Dispute Resolution; Binding Arbitration
Please read the following section carefully because it requires you to arbitrate certain disputes and claims with Vodeo and limits the manner in which you can seek relief from us. This Section only applies to you if you are a resident of the United States or if you commence any action against Vodeo in the United States.
Except for small claims disputes in which you or Vodeo seek to bring an individual action in small claims court located in the county of your billing address or disputes in which you or Vodeo seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, you and Vodeo waive your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. Instead, all disputes arising out of or relating to these Terms or our Services will be resolved through confidential binding arbitration held in New York City, New York in accordance with the Streamlined Arbitration Rules and Procedures (“Rules”) of the Judicial Arbitration and Mediation Services (“JAMS”), which are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the rules of JAMS or waive your opportunity to read the rules of JAMS and any claim that the rules of JAMS are unfair or should not apply for any reason.
You and Vodeo agree that any dispute arising out of or related to these Terms or our Services is personal to you and Vodeo and that any dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding.
You and Vodeo agree that these Terms affect interstate commerce and that the enforceability of this Section will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. You and Vodeo agree that for any arbitration you initiate, the party filing the claim will pay the filing fee and the parties will split the remaining JAMS fees and costs. You and Vodeo agree that the state or federal courts of the State of New York and the United States sitting in New York City, New York have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that you and VODEO will not have the right to assert the claim.
You have the right to opt out of binding arbitration within thirty (30) days of the date you first accepted the terms of this Section by emailing firstname.lastname@example.org. In order to be effective, the opt out notice must include your full name and clearly indicate your intent to opt out of binding arbitration. By opting out of binding arbitration, you are agreeing to resolve Disputes in accordance with the laws of New York.
Governing Law and Venue
These Terms and your access to and use of our Services will be governed by and construed and enforced in accordance with the laws of New York, without regard to conflict of law rules or principles (whether of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of New York and the United States, respectively, sitting in New York City, New York.
All or part of our Services may be subject to U.S. export control and economic sanctions laws (“Export Controls”). You will abide by all Export Controls as they relate to your access and use of our Services. You may not access or use our Services if you are located in a jurisdiction where the provision of our Services is prohibited by law (a “Prohibited Jurisdiction”), and you may not provide access to our Services to any government, entity or individual located in any Prohibited Jurisdiction. You represent and warrant that (a) 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 (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
If acquired by any agency of the U.S. Government, such agency acknowledges that (a) the Services constitute “commercial computer software” or “commercial computer software documentation” for purposes of 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable; and (b) such agency’s rights are limited to those specifically granted under these Terms.
Termination or Suspension
We reserve the right, without notice and in our sole discretion, to terminate or suspend your right to access or use our Services or to discontinue all or a part of the Services. We are not responsible for any loss or harm related to your inability to access or use our Services.
If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. These Terms constitute the entire agreement between you and Vodeo relating to your access to and use of our Services. The failure of Vodeo to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third party beneficiary rights upon any other person or entity. All of your transactions and communications with us may, at our option, be conducted electronically.
Changes to Terms
We may make changes to these Terms from time to time. If we make material changes, we will provide notice of such changes, such as by sending an email notification, providing notice through our Services, or posting the amended Terms to our Services and updating the “Last Updated” date above. Unless we say otherwise in our notice, the amended Terms will be effective immediately and your continued access to and use of our Services after we provide notice will confirm your acceptance of the changes. If you do not agree to the amended Terms, you must stop accessing and using our Services.
If you have any questions or concerns regarding the Services or these Terms, please contact Vodeo at email@example.com