VYDIA, INC. TERMS AND CONDITIONS OF USE PLEASE READ CAREFULLY
By logging onto the VYDIA website you acknowledge acceptance of these Terms and Conditions of Use.
1) RECIPIENT USE OF VYDIA
VYDIA, Inc. (herein known as “VYDIA”) d.b.a VYDIA (herein known as “VYDIA”) allows you access to media and related promotional materials (herein collectively referred to as “Materials”) to preview and to download for professional purposes. You agree to use VYDIA only for these purposes and will not:
Permit individuals who are not authorized users to access the VYDIA website, or to audition Materials contained on it; download Materials for any purpose other than to add it to a current play list for broadcast or professional review; modify, translate, distribute or create derivative works from the Materials;
GRANT OF LICENSE
Under the Terms and Conditions of Use set out herein, VYDIA grants to you, a non-exclusive, non-transferable license, strictly for programming and/or review purposes in connection with the professional operations of your organization:
To access the VYDIA website for the purpose of auditioning the Materials;
Use of the VYDIA website is restricted to authorized users as determined by VYDIA. As part of the first log-in procedure, VYDIA will verify the identity information provided by you. VYDIA reserves the absolute discretion to revoke your right of access at any time and for any reason whatsoever.
NO RIGHTS GRANTED
Nothing in these Terms and Conditions of Use shall be construed as conferring on you any right, title, or interest in or to any software, documentation or any intellectual property embodied in or used in connection with the VYDIA website.
The Materials contained on the VYDIA website are protected by copyright and trademark laws. VYDIA is not authorized to license or transfer any rights in and to such trademarks and copyrights. You may not modify, reproduce, republish, post, transmit or distribute the Materials without the consent of the copyright owners. You may print the promotional materials for promotional purposes only, but you must include any copyright notice originally included with such materials on all copies.
VYDIA makes no warranties with respect to the Materials. VYDIA does not control the content of the Materials and, as such, does not guarantee the legality, accuracy, completeness, integrity or quality of the Materials. Without limitation, VYDIA shall not be liable for damage to your computer hardware, data, information, or to your business resulting from your use of the Materials or from your use of the Internet in general. You and not VYDIA are entirely responsible for, and liable in respect of, the Materials that you download via VYDIA.
As a recipient of Materials via VYDIA, you acknowledge the necessity of preserving the integrity of media distribution through VYDIA and agree to assume strict liability for the use of the Materials accessed by you. You agree that the improper use of Materials by you will cause VYDIA and its client companies irreparable harm. You further agree that in the event of your improper use of VYDIA, VYDIA may, in its absolute discretion, revoke this license, terminate your access to VYDIA and pursue all legal remedies available. In addition, you agree to indemnify VYDIA and hold it harmless against any liability, claim, cost or damages arising out of or in connection with any breach by or through you of these Terms and Conditions of Use.
2) CONTENT OWNER USE OF VYDIA
VYDIA, Inc. (“VYDIA”) welcomes you to the VYDIA web site (the “Site”) and asks that you review the following terms and conditions (“T&C”) relating to the operation and use of the Site.
GRANT OF LICENSE
The Site provides you with the music video submissions – a means of delivering to television broadcasters, music reviewers, and other authorized users your audio, video, image, and document files and their related meta-data (“Media”) via uploading and downloading at the Site (the “Service”).
You warrant that all registration information that you provide (“User Information”) is accurate and complete. You agree to update promptly any User Information as and when it changes, failing which VYDIA reserves the right to suspend or terminate your account.
THIRD PARTY LICENSE
By uploading Media to the Site, you grant VYDIA a no-charge, non-exclusive license to download and/or stream such Media to third parties solely for the purpose of providing the Service to authorized users.
PROHIBITED USE OF VYDIA
You may not forge headers or otherwise manipulate identifiers in order to disguise the origin of any Media communicated through the Service; upload to the Site any Media that you do not have a right to communicate by telecommunication or that infringes upon any right of any third party; or upload to the Site any material that contains software viruses, “worms”, “trojan horses” or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
You agree to indemnify and hold VYDIA and its subsidiaries, affiliates, agents, representatives, employees, directors, officers or partners harmless from any claim or demand including, without limitation, reasonable legal fees, made by any third party due to or arising out of any Media you upload to the Site, your use of the Service, your connection to the Service, your violation of these T&C or your violation of the rights of any party. VYDIA shall not be responsible for any technical failures of the Video. VYDIA is also not responsible for the content of any third party programs, websites and/or other outlets, nor shall VYDIA be responsible for the conduct of any third parties in presenting any such programs, websites or other outlets. This conduct includes the editing, altering, or removing of your video or song for any reason. VYDIA makes no guarantees about the number of persons who will watch or otherwise be exposed to any such programs, websites and/or other outlets. VYDIA is not responsible for any editing of the Video by any third parties. VYDIA will also not be responsible for any unauthorized use of the Video including, but not limited to any “leaked” Video content over the World Wide Web, unless the same is solely and directly caused by VYDIA’s intentional malfeasance. VYDIA will always use reasonable precautions to prevent any such unauthorized use or “leakage”. IN NO EVENT WILL VYDIA BE LIABLE TO COMPANY OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR ANY LOST PROFITS, LOST DATA AND/OR LOST OPPORTUNITIES ARISING FROM ANY TECHNICAL FAILURES, SHIPPING MISHAPS AND/OR ANY OTHER REASON (UNLESS CAUSED SOLELY AND DIRECTLY BY VYDIA’S INTENTIONAL MALFEASANCE). NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, VYDIA’S LIABILITY TO COMPANY FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO: (A) THE COSTS OF REPLACING ANY LOST OR DAMAGED VIDEOS, WHERE APPLICABLE, AT VYDIA’S SOLE COST AND EXPENSE; AND/OR (B) THE RETURN TO COMPANY OF ANY PORTION OF THE PROMOTIONAL SERVICE FEE FOR SERVICES WHICH HAVE BEEN PRE-PAID BY COMPANY, BUT WHICH HAVE NOT COMPLETED BY VYDIA DUE SOLELY AND DIRECTLY TO VYDIA’S INTENTIONAL MALFEASANCE.
LIMITATION OF LIABILITY
VYDIA and its subsidiaries, affiliates, agents, representatives, employees, directors, officers and partners are not liable for any damages (including, without limitation, any lost revenues, profits, opportunities or prospective economic advantages), arising out of or in connection with any engagement by you in any of the prohibited uses.
DISCLAIMER OF WARRANTIES
You expressly understand and agree that your use of the Service is at your sole risk and that the Service is provided on an “as is” and ”as available” basis. VYDIA makes no warranty that the service will meet your requirements or that the service will be uninterrupted, timely or error-free.
We are not affiliated, associated, authorized, endorsed by, or in any way officially connected with Viacom, ChumTV, Music Choice, FUSE or any of their subsidiaries or affiliates. MusicVideoSubmissions.com is a broadcast submission service. Using our service in no way guarantees airplay. All trademarks and registered trademarks are the property of their respective owners.
Upon uploading Media to the Site or otherwise using the Service, you acknowledge that you are entering a binding agreement to engage VYDIA for the Service according to these T&C and that you will be responsible to pay for any transactions made by you at the then current transaction cost. Late or overdue payments shall carry an interest rate of prime plus 2% per annum, calculated and payable monthly. VYDIA reserves the right to restrict or terminate your use and access to the Site if you do not settle your account in full as agreed. You shall be responsible for the payment of any taxes associated with using the Service. All Sales are final and refunds will be issued solely at VYDIA’s discretion.
In the event that, in connection with any payment details you provide to VYDIA (either directly or indirectly through a third party), VYDIA is charged any fees and/or penalties by any applicable third party payment processing services (as may be implemented by VYDIA from time to time in its sole discretion), you hereby agree that VYDIA shall have the right to deduct the full amount(s) of any and all such fees and/or penalties from any and all payments which may be due or become due to you. You hereby agree not to raise any objection to any and all such deductions, which shall be made in VYDIA’s sole discretion.
VYDIA may terminate your password, account or your use of the Site or Service, or remove and discard any Media, if VYDIA believes that you have violated or acted inconsistently with the letter or spirit of these T&C. VYDIA may also in its sole discretion and at any time discontinue providing the Service, or any part VYDIA shall not be liable to you or any third-party for any termination of your access to the Service.
The Site, the Service, VYDIA and the related software are, contain, and/or use intellectual property that VYDIA either owns or has the right to use. You may not use any of this intellectual property without the prior written consent of VYDIA. You agree not to reproduce, copy, duplicate, sell, resell or exploit any part of, use of or access to the Service, Site or VYDIA.
These T&C constitute the entire agreement between you and VYDIA and govern your use of the Service and supersede all other agreements and understandings. You agree that all matters relating to the access to, or use of, the Service or Site shall be governed by the laws of the State of New Jersey and the federal laws of the United States of America applicable therein.
- If you elect to seek arbitration or file a small claim court action, you must first send to VYDIA, by certified mail, a written Notice of your claim (“Notice”). The Notice to VYDIA must be addressed to: General Counsel, VYDIA, Inc. 31 East main St., Suite 901, Freehold, NJ 07728 (“Notice Address”). If VYDIA initiates arbitration, it will send a written Notice to the email address used for your account. A Notice, whether sent by you or by VYDIA, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). If VYDIA and you do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or VYDIA may commence an arbitration proceeding or file a claim in small claims court.
- You may download or copy a form Notice and a form to initiate arbitration at adr.org.
- The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address. The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement. Unless VYDIA and you agree otherwise, any arbitration hearings will take place in the State of New Jersey.
- YOU AND VYDIA AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and VYDIA agree otherwise, the arbitrator may not consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.