End User License Agreement

This End User License Agreement ("Agreement") is a binding agreement between you ("End User" or "you") and Reports and Presentations, LLC, a Connecticut limited liability company doing business as Yuvid ("Company"). This Agreement governs your use of the Company’s Yuvid video hosting and player software on all platforms (including all related documentation, the "Application"). The Application is licensed, not sold, to you.

BY USING THE APPLICATION, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE APPLICATION.

1.               License Grant. Subject to the terms of this Agreement, Company grants you a limited, non-exclusive and nontransferable license to imbed and otherwise use the Application strictly in accordance with the Application's documentation.  You may only embed the Application’s video configuration code on a domain that you own. 

2.               License Restrictions. Licensee shall not:

(a)          Copy any part of the Application’s source code, except as expressly permitted by this license;

(b)          modify, translate, adapt or otherwise create derivative works or improvements, whether or not patentable, of the Application;

(c)          reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain access to the source code of the Application or any part thereof;

(d)          remove, delete, alter or obscure any trademarks or any copyright, trademark, patent or other intellectual property or proprietary rights notices from the Application, including any copy thereof;

(e)          rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Application or any features or functionality of the Application, to any third party for any reason, including by making the Application available on a network where it is capable of being accessed by more than one device at any time; or

(f)           remove, disable, circumvent or otherwise create or implement any workaround to any copy protection, rights management or security features in or protecting the Application.

3.               Reservation of Rights. You acknowledge and agree that the Application is provided under license, and not sold, to you. You do not acquire any ownership interest in the Application under this Agreement, or any other rights thereto other than to use the Application in accordance with the license granted, and subject to all terms, conditions and restrictions, under this Agreement. Company reserves and shall retain its entire right, title and interest in and to the Application, including all copyrights, trademarks and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.

4.               Collection and Use of Your Information. You acknowledge that when you use the Application or embed the Application’s video configuration code, Company may use automatic means (including, for example, cookies and web beacons) to collect information about your use of the Application. You also may be required to provide certain information about yourself as a condition to using the Application or certain of its features or functionality, and the Application may provide you with opportunities to share information about yourself with others.

5.               Bandwidth, Updates and Support.

(a)          The Company offers unlimited bandwidth for the Application for subscription-based users. The Company does not guaranty that it will continue to offer such unlimited bandwidth and reserves the right to limit the available bandwidth at any time for any reason or no reason.

(b)          Company may from time to time in its sole discretion develop and provide Application updates, which may include upgrades, bug fixes, patches and other error corrections and/or new features (collectively, including related documentation, "Updates"). Updates may also modify or delete in their entirety certain features and functionality. You agree that Company has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You agree that all Updates will be deemed part of the Application and be subject to all terms and conditions of this Agreement.

(c)          The Company does not guaranty that any standard customer support services will be available with respect to the Application.  Upon a request for customer support services, the Company may impose a fee for providing such services. 

6.               Customer Responsibilities. 

(a)          You represent and warrant to the Company that you are the sole owner of any materials that you display using the Application. 

(b)          The Company shall not be liable for, and you agree to indemnify the Company against, your violation of any third party website or software terms and conditions, or infringement on the intellectual property of a third party, through you use of the Application in any manner.

(c)          You shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to protect against any unauthorized access to or use of the Application.

7.               Security; Data Breach. 

(a)          The Company does not guaranty the security of the Application or its servers.  If you are concerned about having any of your information or End-User Content being disclosed in a data breach, do not upload or provide such information or End-User Content through the Application or to the Company.  The Company will employ reasonable security measures in accordance with applicable industry practice. 

(b)          The Company may offer additional “programmatic” security features for which the Company may impose an additional charge.  Such features may include, for example, your ability to limit access to your End-User Content to certain people or customers.  Notwithstanding the foregoing, the Company does not guaranty that such security features cannot be circumvented, and the Company shall not be responsible for a failure of such security features to prevent non-permitted views of the End-User Content.

(c)          Upon learning of a data breach, and to the extent that the Company identifies that your account has been impact by such data breach, the Company shall inform you of such data breach pursuant to its data breach response plan and governing law.

8.               End-User Content.  All content uploaded by you or on your behalf to the Application and/or the Company’s and/or third party’s servers shall be referred to herein as “End-User Content.”  You are solely responsible for the content of, and all matters with respect to, the End-User Content, including without limitation where such End-User Content is displayed and the suitability and content of the End-User Content.  The Company is not responsible for any End-User Content that is posted, displayed or played in any third party application, website or other environment.    With respect to the End-User Content, you hereby acknowledge and agree that:

 

(a)             the End-User Content shall follow the guidelines set forth on Exhibit A, attached hereto and made a part hereof (the “Guidelines”), and any failure to follow the Guidelines shall result in your material breach of this Agreement, your account being terminated, the End-User Content deleted and the immediate termination of this Agreement;

(b)            though End-User Content may be stored on the Company’s servers, this storage is not guaranteed and End-User Content may be removed at any time for any reason;

(c)             you may be required to re-upload End-User Content at any time to continue delivery of the End-User Content through the Application;

(d)            when End-User Content is uploaded through the Application, such End-User Content is automatically optimized for playback by the Application and the original End-User Content may not be saved by the Company; and

(e)             the Company is not responsible for any changes made to the End-User Content through such optimization process.

Any End-User content that is not uploaded the End-User Content through the Application, and is only provided through video URLs that entered into the Application, shall not be subject to the Guidelines and shall be exempt from the requirements of Section 8(a) above.

9.               Free Version. Notwithstanding anything to the contrary set forth in this Agreement, if you are using the freeware version of the Application (the “Free Version”), you acknowledge and agree that (a) the Free Version contains automatic branding and statements (e.g., “Player by Yuvid.com”) that you will not, in any manner, mask or cover with other elements and graphics; (b) the Free Version is restricted in use and capabilities that are otherwise available on the paid version of the Application; (c) the Company does not, and is not obligated to, provide support services with respect to the Free Version, (d) the Company will not guaranty the storage of any End-User Content uploaded through the Free Version; (e) the Company does not provide any representations, warranties or guaranties with respect to the performance, safety or security of the Free Version and you hereby waive the Company’s liability for any losses or damages arising out of the use of the Free Version for any reason whatsoever; and (f) for purposes of clarity, though certain Sections of this Agreement may be limited by the terms and conditions set forth in this Section 9, the following Sections of this Agreement shall remain in full force and effect with respect to your use of the Free Version and shall not be diminished in any manner: Section 12 (Disclaimer of Warranties), Section 13 (Limitation of Liability), and Section 14 (Indemnification).

10.            Third Party Materials. The Application may display, include or make available third-party content (including data, information, applications and other products services and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third Party Materials"). You acknowledge and agree that Company is not responsible for Third Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. Company does not assume and will not have any liability or responsibility to you or any other person or entity for any Third Party Materials. Third Party Materials and links thereto are provided solely as a convenience to you and you access and use them at entirely at your own risk and subject to such third parties' terms and conditions.

11.            Term and Termination.

(a)          Purchases of the license granted hereunder are made pursuant to a subscription plan.  The period from the start of any such subscription to the last day such subscription is in effect (the “Subscription Period”) shall be the term of this Agreement.

(b)          You may terminate this Agreement by removing all embeds of the Application from your domain(s).

(c)          Company may terminate this Agreement at any time without notice. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

(d)          This Agreement will terminate automatically at the end of your Subscription Period, except to the extent you continue to use the Free Version...

(e)          Upon termination:

(i)              all rights granted to you under this Agreement will also terminate;

(ii)            you must cease all use of the Application

(f)           Termination will not limit any of Company's rights or remedies at law or in equity.

12.            Disclaimer of Warranties. THE APPLICATION IS PROVIDED TO LICENSEE "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, COMPANY, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE APPLICATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, COMPANY PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE APPLICATION WILL MEET YOUR 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.

 

THE COMPANY DOES NOT WARRANT THAT (i) USE OF THE APPLICATION WILL BE ERROR-FREE OR UNINTERRUPTED, (ii) THE SERVICE(S) OR THE SERVER(S) THAT MAY BE NEEDED TO DELIVER THE APPLICATION WILL ALWAYS OR CONSISTENTLY BE AVAILABLE, AND (iii) THAT SUCH SERVICE(S) OR SERVER(S), OR THE APPLICATION, WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  THE COMPANY IS NOT RESPONSIBLE FOR SOFTWARE INSTALLED OR USED BY YOU OR OTHER USERS OR FOR THE OPERATION OR PERFORMANCE OF THE INTERNET.  THE APPLICATION MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE COMPANY IS NOT RESPONSIBLE FOR ANY SUCH DELAYS, DELIVERY FAILURES, OR OTHER LOSSES RESULTING FROM SUCH PROBLEMS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

13.            Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION OR THE CONTENT AND SERVICES FOR:

(a)          PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES; AND

(b)          DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICATION.

THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THE MAXIMUM LIABILITY OF THE COMPANY FOR ANY MATTER ARISING OUT OF THIS AGREEMENT FOR A PAID SUBSCRIPTION THAT IS NOT A LIFETIME SUBSCRIPTION SHALL BE THE LESSER OF (i) $500.00, AND (ii) THE AMOUNT OF THE LICENSES FEES PAID BY YOU IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE OF THE INCIDENT ON WHICH THE CLAIM IS BASED.

THE MAXIMUM LIABILITY OF THE COMPANY FOR ANY MATTER ARISING OUT OF THIS AGREEMENT FOR A PAID SUBSCRIPTION THAT IS A LIFETIME SUBSCRIPTION SHALL BE A pro-rated amount of your initial purchase price based on two (2) year period and the amount of time the Application was available to you.

 

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

14.            Indemnification. You agree to indemnify, defend and hold harmless Company and its officers, directors, employees, agents, affiliates, successors and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the Application or your breach of this Agreement. Furthermore, you agree that the Company assumes no responsibility for the content you submit or make available through this Application.

15.            Export Regulation. The Application may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export or release the Application to, or make the Application accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule or regulation. You shall comply with all applicable federal laws, regulations and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing or otherwise making the Application available outside the US.

16.            US Government Rights. The Application is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Application as are granted to all other end users under license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.

17.            Severability. If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.

18.            Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Connecticut without giving effect to any choice or conflict of law provision or rule. Any legal suit, action or proceeding arising out of or related to this Agreement or the Application shall be instituted exclusively in the federal courts of the United States or the courts of the State of Connecticut in each case located in the city of Hartford Connecticut. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

19.            Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE APPLICATION MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

20.            Entire Agreement. This Agreement constitutes the entire agreement between you and Company with respect to the Application and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

21.            Waiver. No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.


Exhibit A

 

End-User Content Guidelines

 

1.         •You must own or hold all necessary rights and permissions to your video.

 

2.         You cannot upload certain types of content:

•No rips of movies, music, television, or any other third party copyrighted material.

•No sexually explicit material or pornography. (Artistic and non-sexual nudity is allowed.)

•No videos that are hateful, harass others, or include defamatory or discriminatory speech.

•No videos that depict or promote unlawful acts, extreme or real-life violence, self-harm, or cruelty toward animals.

 

3.         You cannot upload certain types of commercial content.

•You may not upload videos that promote fraudulent or dubious business schemes.