SECTION 1. DEFINITIONS. TERMS & CONDITIONS ACCEPTANCE
1.1Herein the following definitions are used:
“VIDDO Pro” or “VIDDO” or the “Company” or the “Website Owner” or “We” or “Our” or “Us” – means (VIDDO Ltd.), the company incorporated in Malta, with registration No. (C86655), located at: (Central Business Center, Level 1 Mdina Road - Zebbug ZBG 9015 Malta);
“You” or “User” means a person, who uses the Website;
“Website” means the website https://viddopro.com/;
“Services” means services provided by the Company through the Website.
1.3You must carefully read and comply with these Terms.
1.4By using the Website, You are confirming that You have fully read, understood and irrevocably accepted these Terms. If You do not agree with these Terms in general or any part of them, You are not permitted to use the Website and any associated Services.
SECTION 2. GENERAL PROVISIONS AND REPRESENTATIONS AND WARRANTS RELATING TO VOUCHERS
2.1 These Terms and any accompanying documents are effective and binding on You whenever You use the Website.
2.2 You acknowledge and accept that these Terms and any accompanying documents and/or the Website are subject to change, modifications, amendments, alterations or supplements at any time without prior written notice, at Our sole discretion. Your continued use of the Website after any amendments or alterations of these Terms, any accompanying documents and/or the Website shall constitute Your consent and acceptance of any such changes, modifications, amendments, alternations or supplements. The date of the most recent amendments and alterations will be indicated at the top of these Terms.
2.3 You acknowledge and accept that the Website Owner reserves the right at any time, in its sole and complete discretion, to modify or to temporarily or permanently suspend or eliminate the Website, and/or disable any access to the Website for any reason.
2.4 By using the Website, You covenant, represent, and warrant that (under the Applicable Law and law of Your country of residence). You are of an age of of lawful contracting in the jurisdiction where You are a resident (at least 16 years of age), and are fully able and legally competent to use the Website, and in doing so will not violate any other agreement to which You are a party.
2.5 By using the Website, You also covenant, represent, and warrant that (under the Applicable Law and law of Your country of residence):
You have all necessary and relevant experience and knowledge to deal with digital media platforms, are aware of all the merits, risks and any restrictions associated with making advance purchase for a product/service that You or Your assignee may use in the future, as well as the necessary and relevant expertise and knowledge to purchase, use and manage the professional video channels when they become operational, and are solely responsible for any evaluations based on such knowledge;
If You are a corporation, governmental organization or other legal entity, You have the right, power and authority to act on behalf of such corporation, governmental organization or other legal entity and bind them to these Terms;
You will not use the Website for any illegal activity and You are not engaged in any illegal activity;
You solely control Your credentials (email address, password or other information provided for the purpose of the Website use) and do not act on behalf of any third party.
You understand and accept that by purchasing on the VIDDO Pro Webiste You will acquire a voucher—that is a contractual right to receive—for future delivery of a professional video platform. You understand further that the sole intended purpose of the issuance of this voucher will be to exchange them for VIDDO Pro Channel after November 1, 2018 when such channels will be opened by Us.
You understand further that the voucher issued to You may only be exchanged on VIDDO Pro website (www.viddopro.com), the VIDDO website (www.viddo.com) and in each case only via the MarketPlace operated by Us on these websites. You understand further that the all exchanges, trades and assignments/transfers for considerations must occur on the MarketPlace operated by Us on these websites. You may, however, gift Your voucher to any third party for no consideration but recipient of any such gift or donation will be required to register on the Marketplace operated by one of the websites.
By registering on the Website you expressly state that You understand that definition and purpose of the ProChannel, with respect to which vouchers are issued for counter-value that You pay to Us. Accordingly, you understand that ProChannel is such video channel operated by Us that is specifically reserved for business purposes, that is for content creators who wish to monetize their content for profit by placing them on a ProChannel. In connection with the operation of the ProChannel You expressly state that you have read and understood the description provided on www.viddo.com, which provides a detailed description of the monetization process.
By purchasing a voucher you expressly state that You accept that 10 million (10,000,000) ProChannels will be sold and that in Your judgment the counter-value paid for a voucher represents fair and proportionate value given the limited number of ProChannels that will go on sale.
By registering on the Website You expressly represent and warrant that Your damage for a failure by Us to deliver any ProChannel in connection with which voucher is purchased shall be limited to the value paid to Us and that You expressly waive irrevocably and finally any claim You may have under any law or any jurisdiction for relief in law or equity, for damages, including consequential or unforeseen, or any other claim in excess of Your right to receive the payment originally made. By registering on the Website You agree that we exclude any liability toward You except repayment of the counter value of the Voucher in the event that ProChannel has not been opened before October 31, 2019.
By registering on the Website You expressly consent to the voucher You purchase to become eligible for registration in the MarketPlace for exchange into a ProChannel between November 1, 2018 and October 31, 2019 at such time that We notify You that the MarketPlace is open for You to enter and initiate the exchange of the voucher into a ProChannel. You further expressly acknowledge that the aforenoted time interval may be extended in the event of any force majeure event of which we notify You in writing. You understand and expressly acknowledge that You will not have recourse to damages and We shall not be liable to You in the event of a force majeure event delays the launch of any ProChannel.
You further understand and expressly agree that the specific manner in which vouchers may be exchanged for ProChannel and/or traded among registered users will may be revised at any time We deem necessary and proper.
You further understand and expressly agree that We owe no duty to You other than i) provide You written notification in the event ProChannels are not available by November 1, 2018 and ii) reimburse Your payment for vouchers in full in the event ProChannels You wish to operate are not available by October 31, 2019—as such time may be extended by a force majeure event.
You further understand and expressly acknowledge that the MarketPlace is merely a platform for You and third parties to enter into exchange and voucher owners will determine prices based on demand and supply.
SECTION 3. USER’S WEBSITE REGISTRATION AND ACCOUNT
3.2 VIDDO reserves its right to prohibit without any compensations or explanations access to the Website and/or Service of any residents (a) from a country or territory that is the target of United States economic or trade sanctions, as defined at https://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx ; b) identified on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons ( https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx), the U.S. Commerce Department’s Denied Person List ( https://www.bis.doc.gov/index.php/the-denied-persons-list), the EU Consolidated List of Persons, or similar lists of sanctioned persons ( https://eeas.europa.eu/headquarters/headquarters-homepage_en/8442/Consolidated%20list%20of%20sanctions); (c) acting for or on behalf of any person on the above-identified lists or the government of a country or territory that is the target of United States economic or trade sanctions; (d) being subject to any other UN-, US-, EU-, CH- or any other sovereign country sanctions or embargoes or have any other affiliation to such sanctions.
3.3 You hereby expressly consent that You are solely responsible for the use of Your login and password for the Account, for any registration data provided for Account creation, and for any actions done during any use of Your Account. You agree to keep Your login information and password private and to immediately notify the Website Owner of any unauthorized Account activity. You may be aware of and modify Your login information respectively. You are solely responsible for any loss or damage You or the Website Owner may suffer as a result of Your failure to do so.
3.4 You may deactivate Your registration with the Website at any time by sending respective request in the contact form on the Website. We may terminate Your use of and registration with the Website or freeze any transactions on the Website at any time if You violate these Terms or any other Company policies, at our sole discretion and without prior notice and without any liability or further obligation of any kind whatsoever to You or any other party, when we find such measures reasonable and/or necessary in a particular situation, without any refunds.
3.5 By creating an Account, You also consent to receive electronic communications from Website Owner (e.g., via email). These communications may include notices about Your Account (e.g., password changes and other transactional information) and are part of Your relationship with Us. You agree that any notices, agreements, disclosures or other communications that We send to You electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from Us by printing a paper copy or saving an electronic copy. We may also send you promotional communications via email, including, but not limited to, newsletters, special offers, surveys and other news and information We think will be of interest to You. You may opt out of receiving these promotional emails at any time by following the respective unsubscribe instructions.
Without limiting the foregoing and the provisions of Clause 4 below, You specifically consent BIG Fish Payment Services Ltd. (seat H-1066 Budapest, Nyugati tér 1-2 Hungary) receiving Your personal data from Us that will take place as a result of processing payments from You. Provided data transmitted shall include family name, given name, IP address, billing address, shipping address, country, phone number, e-mail, and at least the last 4 digits of card number. You acknowledge and consent to the purpose of data transmission to carry out online payment transaction in connection with Your payment for and purchase of a voucher.
SECTION 4. PAYMENTS AND FEES
4.1 Without limiting the provision of Section 3.5 We are entitled to use other third-party payment service processors for purchase and sale of vocuhers. The respective third-party payment processor is primarily responsible for facilitating payment of User’s transactions. When You use any third-party payment processor (“Payment processor”) to make a purchase or sale of items on the Website, responsibility over Your transaction will first be transferred to the respective Payment processor before it is delivered to You. The Payment processor assumes primary responsibility for payment and payment-related customer support. The terms between the Payment processor and Users who utilize the services offered by the Payment processor are governed by separate agreements and are not subject to the Terms on this Website.
4.3 You are responsible for payment of any fees, taxes or other costs, associated with the conduction of transactions with Payment processors or the duties and taxes imposed by Your local authorities. The respective charged amounts shall be indicated on the respective payment page of Payment processor.
4.4 The list of available Payment processors shall be solely defined by Us and indicated on the Website. As of the date hereof, Our primary Payment processor is BIG FISH Payment Services Ltd.. (1066 Budapest, Nyugati tér 1-2.). and OTP Mobil Ltd. (1093 Budapest, Közraktár u. -32.)
4.5 By registering to viddopro.com, User acknowledge the following personal data stored in the user account of VIDDO Ltd (Central Business Centre, Room 1, Level 1, Suite 2, Mdina Road, Zebbug ZBG 9015, Malta) in the user database of viddopro.com will be handed over to OTP Mobil Ltd. (1093 Budapest, Közraktár u. -32.) and is trusted as data processor. The data transferred by the data controller are the following: name, address, phone number, payment method, other payment related information. The nature and purpose of the data processing activity performed by the data processor in the SimplePay.
4.6 By registering to viddopro.com the Customer accepts that the VIDDO Ltd (Central Business Centre, Room 1, Level 1, Suite 2, Mdina Road, Zebbug ZBG 9015, Malta) at viddprpo.com transmits o provide the following pieces of my personal data f, or transmitting to the payment service providers and storing in the transaction logs to BIG FISH Payment Services Ltd. (seat: H-1066 Budapest, Nyugati tér 1-2.) Provided transmitted data: family name, given name, IP-address, billing address, shipping address, country, phone number, e-mail address, the last 4 digits of the card number. The purpose of data transmission: to carry out online payment transactions transmitting the required dataset between the merchant and the payment service provider to carry out online payment transactions, providing transaction data retrieval possibilities for our merchant partners.
4.7 Any User demanding settlement through one of the Payment processors agrees thereby for the payment to be made through websites covering the payment systems and states that he/she has read and accepted the terms and conditions available on such websites. To the extent permitted by law, We shall not be liable against the Users for any problems related to payments for which the owners of such sites are responsible, in particular for any delays in processing payments or inability to process them for technical reasons. In such case the User shall contact the applicable Payment processor's site in accordance with that website’s terms and conditions.
4.8 For the purpose of duly transactions performance on the Website the Users shall provide their personal and payment processing data (such as name, surname, address, copies of ID cards or other identifying documents, residence place confirmation documents, credit card identification data) to the Payment processors, including the consent for processing these data by the payment services in order to carry out the requested transactions.
4.11 The payment transactions may be delayed while the Payment processor validates Your compliance with these Terms and other applicable policies. You agree not to initiate any claim and dispute procedure with third parties regarding payment and receipt of virtual items.
4.12 When dealing with Payment processors (including, but not limited to BIG FISH or OTP Mobil Ltd. We shall act in full compliance with respective legal requirements of Payment processors’ country of residence or operations (including, in compliance with legislation of EU-member countries, such as Malta and others).
4.13 You are responsible for any fees, taxes or other costs associated with the purchase and delivery of Your items resulting from charges imposed by Your relationship with payment services providers or the duties and taxes imposed by Your local customs officials or other regulatory body.
4.14 Where possible, we will work with You and/or any User selling on Our website, to resolve any disputes arising from Your purchase. As provided in Section 9.3. below, for customer service inquiries or disputes, You may contact Us only via Your email at email@example.com and through the Website Owner’s contact form on the Website .
SECTION 5. REFUND POLICY
5.1There are no refunds when We terminate Your use of and registration with the Website or freeze any transactions on the Website if You violate these Terms or any other VIDDO policies.
5.2Any fees and transaction commissions paid by the Users are non-refundable and non-returnable. Due to the commission being non-refundable and non-returnable, a User is not entitled to claim any compensation from Us.
5.3 You will only be eligible to refund payment made for a voucher in the event that We shall not have delivered ProChannels that can be exchanged for a voucher by October 31, 2019 (as such term may be extended by force majeure).
SECTION 6. INDEMNIFICATION
6.1 To the extent permitted by Applicable Law, You shall indemnify, defend, and hold the Website Owner and/or its subsidiaries, Affiliates, directors, officers, employees, agents, successors, and permitted assignees harmless from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification) filed/incurred by any third party against the Website Owner arising out of a breach of any warranty, representation, or obligation hereunder.
6.2 You shall not have any claim of any nature whatsoever against the Website Owner for any failure by the Website Owner to carry out any of its obligations under these Terms as a result of causes beyond its control, including but not limited to any strike, lockout, shortage of labor or materials, delays in transport, hacker attacks on the Website or any resources which have any relation to Us, any economic instability or events generally deemed force majeure.
SECTION 7. LIMITATION OF LIABILITY
7.1 You hereby expressly agree that, to the maximum extent permitted by the Applicable Law, neither the Website Owner nor its Affiliates shall be liable to You, regardless of the basis or theory upon which the liability is claimed, for any damage or loss, including loss of business, revenue, or profits, or loss of or damage to data, equipment, or software (direct, indirect, punitive, actual, consequential, incidental, special, exemplary or otherwise) resulting from:
the use of, inability to use, or availability or unavailability of the Website or the material, information, software, facilities, services or content on the Website;
Your purchase of the vouchers or Your use of them; and
the Website being infected with any malicious code or viruses.
7.2 You understand and agree that it is Your obligation to ensure compliance with any legislation relevant to Your country of domicile concerning Your use of the Website.
7.3 The Website owner does not warrant or represent that any information on the Website is accurate or reliable or that the Website will be free of errors or viruses, that defects will be corrected, or that the service or the server that makes it available is free of viruses or other harmful components.
7.4 If Applicable Law or the law of Your country of residence does not permit all or any part of the above limitation of liability or exclusion of warranties or disclaimer of implied terms in contracts to apply to You, the limitations, exclusions and disclaimers will apply to You only to the extent permitted by Applicable Law.
7.5 There are risks associated with using the Website, including, but not limited to, the failure of hardware, software and Internet connections. The Website Owner is not responsible for the proper and/or complete transmission of the information contained in any electronic communication or of the electronic communication itself, nor for any disruption, distortion or delay in its delivery or receipt, however so caused.
SECTION 8. INTELLECTUAL PROPERTY RIGHTS
8.1 Any trademarks, logos, skins, artworks and other objects of intellectual property (either registered or unregistered), represented on the Website, belong to their respective owners and there are no implied licenses to use them, unless otherwise stipulated by the respective owners. The mentioned objects may not be copied or imitated in whole or in part, without the permission of the applicable owner. Reference to any products, services, processes or other information by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by the Website Owner. Thus the Website Owner accepts no responsibility or liability whatsoever with regard to the information (including images, logos, skins, trademarks, slogans, etc.) about its activities or about third parties activities published on this Website.
8.2 The VIDDO logo and any VIDDO product or service names, logos or slogans that may appear on the Website or service are trademarks of the Website Owner or Our affiliates and may not be copied, imitated or used, in whole or in part, without Our prior written permission. You may not use any metatags or other “hidden text” utilizing “VIDDO” or any other name, trademark or product or service name of Us or Our affiliates without Our prior written permission. In addition, the look and feel of the Website and its content, including, without limitation, all page headers, custom graphics, button icons and scripts, constitute the service mark, trademark or trade dress of the Website Owner and may not be copied, imitated or used, in whole or in part, without Our prior written permission.
SECTION 9. MISCELLANEOUS
9.1 Termination and Suspension. Notwithstanding anything contained herein, the Website Owner reserves the right, without notice and in its sole discretion, to terminate these Terms, suspend Your right to access the Website, and delete or deactivate Your Account and all related information and files in such Account without liability to You, including (but not limited to) in case of Your breach of these Terms or if the Website Owner believes You have committed fraud, negligence or other misconduct. You may terminate these Terms without notice by discontinuing use of the Website. All rights granted to You under these Terms will immediately be revoked upon the Website Owner’s termination of these Terms or suspension of Your access to the Website. In the event of any Force Majeure Event (as defined in "Miscellaneous" Section), breach of this Agreement, or any other event that would make the provision of services commercially unreasonable, the Website Owner may, in its discretion and without liability to You, with or without prior notice, suspend Your access to all or a portion of its services or the Website.
9.2 Assignment. The Website Owner may, at its sole discretion, assign any of its rights and/or delegate its duties (including, but not limited any and all intellectual property rights for all the intellectual property rights objects created during or referring to Website) to any third party at any time. You may not assign Your rights or delegate Your duties as Website User without the previous written consent of the Website Owner.
9.3 Communication and Notices. Any communication concerning these Terms execution and/or violation should be conducted only via Your email and through the Website Owner’s contact form on the Website. Your official email for communication shall be deemed the email specified by You during the Account registration process. The one and only language of the communication shall be English. The Website Owner may provide any notice to You under this Agreement by: (i) posting a notice on the Website; or (ii) sending an email to the email address then associated with Your account. Notices the Website Owner provides by posting on the Website will be effective upon posting and notices Website Owner provides by email will be effective when such email is sent. It is Your responsibility to keep Your email address current. You will be deemed to have received any email sent to the email address then associated with Your account when Website Owner sends such email, whether or not You actually receive or read the email.
9.4 Further Assistance. You shall cooperate with and assist the Website Owner in connection with any investigation, examination or enquiry by any government entity. You shall promptly provide the Website Owner with any documents, certification, record or other information it may request in connection with such investigation, examination or enquiry.
9.5 Force Majeure Events. Website Owner shall not be liable for any loss or damage arising from any event beyond its reasonable control, including but not limited to flood, extraordinary weather conditions, earthquake, or other act of God, fire, war, insurrection, riot, labor dispute, accident, action of government, communications, power failure, or equipment or software malfunction or any other cause beyond its reasonable control (each, a “Force Majeure Event”).
9.6 Applicable Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the laws of the Malta. To resolve any dispute, controversy or claim between them arising out of or relating to this Agreement, or the breach thereof, the Parties agree first to negotiate in good faith for a period of not less than sixty (60) days following written notification of such controversy or claim to the other Party. If the negotiations do not resolve the dispute, controversy or claim to the reasonable satisfaction of all Parties during such period, then the Parties irrevocably and unconditionally submit the respective claim to the binding arbitration with the Rules of Arbitration of International Chamber of Commerce. The claim is to be reviewed by one or more arbitrators appointed in accordance with the said rules. Except for any disputes, claims, suits, actions, causes of action, demands or proceedings in which either Party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, You and the Website Owner (a) waive Your and Website Owner’s respective rights to have any and all disputes arising from or related to these Terms resolved in a court, and (b) waive Your and Website Owner’s respective rights to a jury trial. The substantive law shall be the Applicable Law (including all other operating rules, policies, and procedures that may be issued by the Website Owner and published from time to time on the Website), without regard to conflict of law rules or principles. The language of the arbitration shall be English.