Last updated: May 2018
Vydia, Inc. (referred to as “Vydia”, “we”, “our” or “us”) is a premium technology company that works to empower creators to distribute, protect, monetize and store their content through one centralized and easy to use platform. We provide these services to you in support of our mission to give creators the power to be more in control of their content. In exchange, you must review and accept the following terms and conditions (collectively, the “Terms”). These Terms apply when you access or use our website located at www.vydia.com, our mobile applications, or our platform, and any of the products or services we offer through our website, mobile applications, or platform (collectively, the “Service”).
Notice Regarding Dispute Resolution: These Terms contain provisions that govern how claims you and we may have against each other are resolved (see Section 17 below), including an agreement and obligation to arbitrate disputes, which will, subject to limited exceptions, require you to submit claims you have against us to binding arbitration, unless you opt-out in accordance with Section 17(e). Unless you opt-out of arbitration: (a) you will only be permitted to pursue claims against us on an individual basis, not as part of any class or representative action or proceeding and (b) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
2. Consent and Eligibility
b. To register and become a member of the Service, you must be 18 years of age or the legal age of majority where you live, or, if you are under the age of 18, you must have the permission and consent of your parent or legal guardian. In any event, no one under the age of 13 may create an account or otherwise become a member of the Service. By accessing or using the Service, you represent and warrant (a) that you are either of the age of legal majority or otherwise have legal capacity to legally enter into these Terms, and (b) your use of the Service, and your use of the services made available through the Service, does not violate any applicable law or regulation.
3. Member Accounts and Registration
b. Member Accounts. If you sign up to become a registered member of the Service, you agree: (i) to provide true, accurate, current and complete information about yourself as prompted by the Service’s registration form (the “User Information”); (ii) to maintain and promptly update the User Information to keep it true, accurate, current and complete; and (iii) that you will comply with the rules governing Contributions in Section 5(a) below. We reserve the right to refuse registration of, or to cancel, a member account in our reasonable discretion in accordance with applicable law. You will be responsible for maintaining the confidentiality of your member account. We shall not be liable for any loss that you incur as a result of someone else using your member account, either with or without your knowledge.
4. Our Intellectual Property Rights
All of the content on the Service (“Materials”) and the trademarks, service marks, and logos contained on the Service, are owned by or licensed to us and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. The Service and the Materials are for your information and personal use only and not for commercial exploitation. We reserve all rights in and to the Service and the Materials. If you download or print a copy of the Materials for your own personal use, you must retain all trademark, copyright and other proprietary notices contained in and on the Materials. Nothing in these Terms shall be construed as granting you any right, title, or interest in or to any software, documentation or any intellectual property embodied in or used in connection with Vydia and/or the Service.
5. Rules Governing User Contributions; Prohibited Activities
- Own or have sufficient rights to use your Contributions in connection with the Service;
- will not upload Contributions that violate our or any other person’s privacy rights, publicity rights, intellectual property rights (including without limitation copyrights) or contract rights;
- have fully complied with any third-party licenses relating to Contributions and shall pay all royalties, fees and any other monies required to be paid in connection with Contributions;
- will not upload Contributions that: (a) are defamatory, damaging, disruptive, unlawful, inappropriate, offensive, inaccurate, pornographic, vulgar, indecent, profane, hateful, racially or ethnically offensive, obscene, lewd, lascivious, filthy, threatening, excessively violent, harassing, or otherwise objectionable; (b) incite, encourage or threaten immediate physical harm against another, including but not limited to, Contributions that promote racism, bigotry, sexism, religious intolerance or harm against any group or individual; or (c) contain material that solicits personal information from anyone under the age of 13 or exploits anyone in a sexual or violent manner;
- will not upload Contributions that contain advertisements or solicit any person to buy or sell products or services; and
- will not upload Contributions that constitute, contain, install or attempt to install or promote spyware, malware or other computer code, whether on our or others’ computers or equipment, designated to enable you or others to gather information about or monitor the on-line or other activities of another party.
b. Prohibited Activities. In addition to the obligations described in Section 5(a) you agree that in connection with your use of the Service, you will not:
- use the Service for any unauthorized purpose including collecting usernames and/or email addresses of other users by electronic or other means for the purpose of sending unsolicited email or other electronic communications, or engaging in unauthorized framing of, or linking to, the Service without our express written consent;
- transmit chain letters, bulk or junk email or interfere with, disrupt, or create an undue burden on the Service or the networks or services connected to the Service, including without limitation, hacking into the Service, or using the system to send unsolicited or commercial emails, bulletins, comments or other communications;
- impersonate any other person or entity, sell or let others use your profile or password, provide false or misleading identification or address information, or invade the privacy, or violate the personal or proprietary right, of any person or entity;
- use the Services to hire any person to perform work, including, without limitation, posting advertisements or solicitations for modeling jobs or talent or talent scouting positions on the Service;
- upload on the Service any franchise, pyramid scheme, “club membership,” distributorship or sales representative agency arrangement or other business opportunity which requires an up-front or periodic payment, pays commissions, or requires recruitment of other members, sub-distributors or sub-agents;
- decompile, disassemble, modify, translate, adapt, reverse engineer, create derivative works from or sublicense the Service, or any portion thereof; or
- circumvent, disable or otherwise interfere with security related features of the Service or features that prevent or restrict use or copying of any Materials or enforce limitations on use of the Service or the Materials on the Service.
6. Rights in Contributions
b. License to Contributions. By uploading Contributions using the Service, you grant Vydia a non-exclusive, fully-paid, royalty-free, sublicensable and worldwide license to use, publicly display, reproduce, disseminate, and distribute the Contribution as necessary for us to provide the Service. If you cancel your membership or we terminate your access to the Service, your Contributions and other information and data related to your user account will no longer be accessible through the Service, however we may retain your Contributions in our archived files.
7. Our Management of the Service; User Misconduct
a. Our Right to Manage the Service. We reserve the right, but do not undertake the obligation to: (i) monitor or review the Service for violations of these Terms and for compliance with our policies; (ii) report to law enforcement authorities and/or take legal action against anyone who violates these Terms; (iii) refuse, restrict access to or the availability of, or remove, delete, edit or disable (to the extent technologically feasible) any Contribution or any portion thereof; (iv) manage the Service in a manner designed to protect our and third parties’ rights and property or to facilitate the proper functioning of the Service; (v) screen our users or members, or attempt to verify the statements of our users or members and/or (vi) monitor disputes between you and other users or to terminate or block you and other users for violating these Terms.
b. Our Right to Terminate Users. WITHOUT LIMITING ANY OTHER PROVISION OF these Terms, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION, AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF the Service TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, as permitted by applicable law, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN these Terms, OR OF ANY APPLICABLE LAW OR REGULATION.
8. Copyright Policy
Vydia respects the copyrights and intellectual property rights of others and requires that the people who use our Services do the same. You shall not use the Service in connection with any content that you do not own, have the right to use or that infringes upon the rights of any third parties.
If you believe your work has been reproduced or used in any way in connection with the Service that may potentially constitute copyright infringement, you may notify us by filling out our Copyright Infringement Notification or by submitting a support ticket to support.vydia.com. Vydia reserves the right to terminate any account that, in Vydia’s sole discretion, infringes upon the rights of any third parties. In the event that Vydia receives a notification that any content you have submitted in connection with the Service infringes on the rights of any third parties, Vydia may, in its discretion and without limiting any of its legal rights or remedies, disclose your contact information to such third parties and/or remove or delete such content.
10. Third Party Sites
Without prejudice to the foregoing, by using the Service, you are agreeing to be bound by the YouTube Terms of Service available at https://www.youtube.com/t/terms.
11. Special Services; Media Partners.
a. Monetization Services. As part of the Services, Vydia may offer eligible members of the Service certain monetization services, such as the ability to make available their Contributions on Third Party Sites on an ad-supported, subscription and/or other monetized basis and have Vydia administer such members’ rights on their behalf (“Monetization Services”). Vydia has no obligation to provide you the Monetization Services unless and until you and we enter into a separate, mutually agreed content license agreement. We reserve the right to determine eligibility for Monetization Services in our sole discretion.
b. Distribution Services. As part of the Services, Vydia may offer eligible members of the Service the ability to request that Vydia make available their respective Contributions to our media partners (“Media Partners”), for review by such Media Partners for potential use in connection with their respective television, film, internet, and/or any such other platforms operated by such Media Partners (“Distribution Services”). We reserve the right to determine eligibility for Distribution Services in our sole discretion. If you are eligible for Distribution Services, we may require that you pay fees in order to receive the Distribution Services. Such fees may vary depending in part on which Media Partners you are requesting to review your Contribution(s). All fees paid for Distribution Services are non-refundable. Upon payment of applicable fees, we will prepare your selected Contributions for review by the Media Partners you selected, pursuant to our and such Member Partners’ applicable guidelines (such as reformatting and encoding your Contributions). WE DO NOT GUARANTEE THAT ANY MEDIA PARTNER WILL SELECT YOUR CONTRIBUTIONS FOR ANY SUCH USES. We will provide you with any feedback we receive from a Media Partner in respect of your Contributions. If your Contributions are selected by a Media Partner for potential use, you are responsible for agreeing with the Media Partner any terms and conditions applicable to such use. As between you and us, you are solely responsible for the use of your Contributions by a Media Partner.
c. Terms Applicable to Media Partners. If you are a Media Partner, Vydia allows you access to the Service and certain Contributions for professional review of such Contributions in connection with Distribution Services. In connection with such access, you shall not: (a) permit individuals who are not your employees or authorized agents to access the Service or to use Contributions contained on the Service, (b) download Contributions for any purpose other than to the limited extent necessary for professional review in connection with Distribution Services, or (c) modify, translate, distribute or create derivative works from Contributions. Notwithstanding anything to the contrary, nothing herein shall be deemed to grant you any rights in Contributions other than to the limited extent (and where and for so long as) we are authorized by our members to permit you to professionally review Contributions as part of the Distribution Services. You agree that Media Partners are solely responsible for obtaining all other rights necessary for use of Contributions from Vydia members.
12. Subscription Terms & Fees.
Vydia’s free account tier allows you a certain amount (as identified in your account dashboard located at https://dashboard.vydia.com/ (your “Dashboard”)) of storage space to store your content. You can upgrade your free Vydia account to a paid account and increase the amount of storage space available to you at any time by selecting one of the available Vydia storage plan options listed within your Dashboard. When you surpass any applicable storage threshold, you will have the choice to upgrade your account in order to purchase more space. If you choose not to upgrade your account, your oldest content will be deleted, in Vydia’s sole discretion, to keep your account under your selected storage limit. By selecting a Vydia Plan, you agree to pay the annual subscription fee indicated for that particular plan. Payments will be charged upfront and in full on the day you sign up for a paid account and will cover the use of that particular storage service for an annual subscription period as indicated. If applicable, Vydia charges sales taxes on its Vydia storage plan subscription fees.
Your Vydia storage plan subscription shall automatically renew on an annual basis unless and until you elect to cancel your subscription via the “My Vydia Plan” page within your Dashboard. Unless you notify Vydia through your Dashboard that you wish to cancel a subscription at least thirty (30) days prior to the end of your then-current subscription period, your subscription will automatically renew and you authorize us to charge any applicable subscription fees (as well as any taxes, if applicable) using the credit card or other payment mechanism we have on record for you, including your current Vydia account balance, if applicable.
If you have a free account tier and discontinue use of your account (for example, in the event you do not log into your Dashboard for six (6) months), we reserve the right to suspend or cancel your member account in our reasonable discretion and/or delete any content therein.
13. Account Upgrade and Downgrade.
You are able to manage your subscription in “My Vydia Plan” page of your Dashboard. If you wish to upgrade your account, you will be charged the difference between your current plan and the upgraded plan, prorated by day. Any lapsed time period for an existing plan shall not be refunded. If you wish to downgrade your account, you first need to make sure that existing content stored in your account will require no more space than the upper limit of your new plan, otherwise, you will not be able to submit any additional content to your account. In the event you elect to downgrade, such downgrade shall only take effect after your then-current subscription plan expires. The option to downgrade to a free account can also be found in the My Vydia Plan page.
No Refunds. All fees paid for additional storage on the Service are non-refundable.
Termination of Subscriptions. You are free to stop using a paid storage plan and can cancel auto-renewal in the “My Vydia Plan” page of your Dashboard by selecting to downgrade to the free storage plan, provided you do so at least thirty (30) days prior to the end of your then-current subscription period. We reserve the right to suspend or terminate your access to a paid storage plan at any time, with or without notice to you, in the event we have a good faith belief that you have breached or will breach these Terms.
14. Warranty Disclaimer; Limitation on Liability
a. Disclaimer of Warranties
i. TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ALL MATERIALS OR ANY OTHER ITEMS PROVIDED THROUGH THE SERVICE ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OR CONDITIONS OF ANY KIND. BY OPERATING THE SERVICE, WE DO NOT REPRESENT OR IMPLY THAT ANY OTHER MATERIALS OR ITEMS AVAILABLE ON OR LINKED TO BY THE SERVICE, INCLUDING WITHOUT LIMITATION, CONTENT HOSTED ON THIRD PARTY SITES, OR ANY OTHER MATERIALS OR ITEMS WE OFFER TO YOU TO BE ACCURATE, USEFUL OR NON-HARMFUL. WE CANNOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SERVICE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF SERVICE. YOU AGREE THAT YOUR USE OF THE SERVICE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE AND OUR AFFILIATES AND EACH OF OUR RESPECTIVE LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICE AND YOUR USE THEREOF.
ii. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF THE SERVICE, THE SERVICE’S CONTENT, THE CONTENT OF ANY SITE LINKED TO THE SERVICE, INFORMATION OR ANY OTHER ITEMS OR MATERIALS ON THE SERVICE OR LINKED TO BY THE SERVICE. WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE, (C) ANY HARM OF ANY TYPE ARISING FROM YOUR USE OF THE SERVICE; (D) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN, (E) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (F) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY, AND/OR (G) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT (INCLUDING WITHOUT LIMITATION CONTRIBUTIONS) POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE.
b. Limited Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICE, OR MATERIALS OR ANY OTHER CONTENT THEREIN. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS OF SERVICE, OUR LIABILITY TO YOU IN RESPECT OF ANY LOSS OR DAMAGE SUFFERED BY YOU AND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, WHETHER IN CONTRACT, TORT OR FOR BREACH OF STATUTORY DUTY OR IN ANY OTHER WAY SHALL NOT EXCEED $50.
16. Modification of Terms and Conditions
We may modify these Terms from time to time. We will notify you of material changes to these Terms by posting the amended terms on the Service at least thirty (30) days before the effective date of the changes. If you have provided us with your email address, we will notify you of material changes to these Terms by sending an email at least thirty (30) days before the effective date of the changes. If you do not agree with the proposed changes, you should discontinue your use of the Service prior to the time the new Terms take effect. If you continue using the Service after the new terms take effect, you will be bound by the modified Terms.
17. Legal Disputes and Arbitration Agreement
Please Read This Following Clause Carefully – It May Significantly Affect Your Legal Rights, Including Your Right to File a Lawsuit in Court
a. Initial Dispute Resolution. We are available by email at email@example.com to address any concerns you may have regarding your use of the Service. Most concerns may be quickly resolved in this manner. Each of you and us agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.
b. Agreement to Binding Arbitration. If we do not reach an agreed upon solution within a period of thirty (30) days from the time informal dispute resolution is pursued pursuant to Section 17(a) above, then either party may initiate binding arbitration. All claims arising out of or relating to these Terms (including their formation, performance and breach), the parties’ relationship with each other and/or your use of the Service shall be finally settled by binding arbitration administered on a confidential basis by JAMS, in accordance with the JAMS Streamlined Arbitration Rules and Procedures, excluding any rules or procedures governing or permitting class actions. Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties shall select a single neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these Terms, including, but not limited to, any claim that all or any part of these Terms is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of these Terms shall be subject to the Federal Arbitration Act.
The JAMS rules governing the arbitration may be accessed at https://www.jamsadr.com/adr-rules-procedures. If you initiate arbitration, to the extent the filing fee for the arbitration exceeds Two Hundred and Fifty U.S. Dollars ($250.00), we will pay the additional cost. If we are required to pay the additional cost of the filing fees, you should submit a request for payment of fees to JAMS along with your form for initiating the arbitration, and we will make arrangements to pay all necessary fees directly to JAMS. We will also be responsible for paying all other arbitration costs arising in connection with the arbitration other than costs incurred by you for legal counsel, travel and other out-of-pocket costs and expenses not constituting fees or amounts payable to JAMS. You will not be required to pay fees and costs incurred by us if you do not prevail in arbitration.
The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
c. Class Action and Class Arbitration Waiver. You and us each further agree that any arbitration shall be conducted in your respective individual capacities only and not as a class action or other representative action, and you and us each expressly waive your respective right to file a class action or seek relief on a class basis. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above in Section 17(b) shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
d. Exception – Small Claims Court Claims. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
e. 30 Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in Sections 17(b), 17(c) and 17(d) by sending written notice of your decision to opt-out by emailing us at firstname.lastname@example.org referencing this Section 17(e). The notice must be sent within thirty (30) days of registering to use the Service, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.
f. Exclusive Venue for Litigation. To the extent that the arbitration provisions set forth in Section 17(b) do not apply, or if you want to pursue any legal remedies to which you would otherwise be entitled but that are not available to you pursuant to this Section 17, the parties agree that any litigation between them shall be filed exclusively in state or federal courts located in the Borough of Manhattan, New York, New York (except for small claims court actions which may be brought in the county where you reside). The parties expressly consent to exclusive jurisdiction in the Borough of Manhattan, New York, New York for any litigation. IN THE EVENT OF LITIGATION RELATING TO THESE TERMS OR THE SERVICE, THE PARTIES HEREBY AGREE TO WAIVE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT TO A JURY TRIAL OTHER THAN SMALL CLAIMS COURT ACTIONS.
18. Notice to California Users.
Under California Civil Code Section 1789.3, users located in California are entitled to the following consumer rights notice: If a user has a question or complaint regarding the Service, please send an email to email@example.com. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
Our failure to exercise or enforce any right or provision of these Terms of shall not operate as a waiver of the applicable right or provision.
These Terms operate to the fullest extent permissible by law. 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 shall not affect the validity and enforceability of any remaining provisions.
We may assign our rights under these Terms without your approval.
22. No Modifications by Our Employees
If any of our employees offers to modify the terms of these Terms, he or she is not acting as an agent for us or speaking on our behalf. You may not rely, and should not act in reliance on, any statement or communication from our employees or anyone else purporting to act on our behalf.
23. Entire Agreement
These Terms constitute the entire agreement between you and us with respect to the subject matter of this agreement and supersedes all previous and contemporaneous written and oral representations, proposals, negotiations, and communications.
24. Force Majeure
We shall not be responsible for any failure to perform our obligations under these Terms due to circumstances beyond our reasonable control including without limitation, acts of God, war, riots, terrorism, embargoes, acts of civil or military authorities, fire, flood, or accidents.
25. Governing Law
These Terms shall be governed by the laws of the State of New York without regard to conflict of law principles.
26. Contact Information
If you have any questions about these Terms or your account, please contact us at firstname.lastname@example.org.