Updated June 1, 2016
THESE TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND VIDEOAPP INC.
Subject to your compliance with the Terms in all material respects, VideoApp Inc. grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (i) access and view pages from the Site for personal and professional use only, not for commercial use other than what is specifically allowed on the Site; and (ii) use such pages for your personal, non-commercial use.
VideoApp Inc. reserves the right to terminate your license to use the Site at any time and for any reason, including, but not limited to, violation of these Terms.
You must be twenty-one (21) years old to use the Site. By accessing the Site, you hereby affirm and warrant that you comply with this requirement and will lawfully comply with these Terms.
VIDEOAPP INC. PROVIDES THE SITE ON AN "AS IS" AND “AS AVAILABLE” BASIS. VIDEOAPP AND ITS SUBSIDIARIES AND AFFILIATES, AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, MANDATARIES, PARTNERS AND LICENSORS DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, INTEGRATION, INTEROPERABILITY OR QUIET ENJOYMENT. VIDEOAPP INC. MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED ON THE SITE. VIDEOAPP DOES NOT WARRANT THAT THE FUNCTIONS OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR SERVERS THAT MAKE THE SITE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
YOU UNDERSTAND AND AGREE THAT YOU USE THE SITE SERVICES AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT ARISE FROM SUCH USE. UNDER NO CIRCUMSTANCES SHALL VIDEOAPP INC. BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, OR ANY OTHER DAMAGES WHATSOEVER (HOWEVER ARISING, INCLUDING BY NEGLIGENCE), INCLUDING WITHOUT LIMITATION, DAMAGES RELATED TO USE, MISUSE, RELIANCE ON, INABILITY TO USE AND INTERRUPTION, SUSPENSION, OR TERMINATION OF ACCESS TO THE SITE AND DAMAGES RESULTING FROM LOSS OF USE OR DATA, WHETHER OR NOT VIDEOAPP INC. HAVE BEEN ADVISED OF SUCH POSSIBILITY AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. YOUR ONLY RIGHT WITH RESPECT TO ANY DISSATISFACTION WITH THE SITE SHALL BE TO TERMINATE YOUR USE. IN NO EVENT SHALL VIDEOAPP'S LIABILITY TO YOU FOR ALL CLAIMS ARISING UNDER THESE TERMS OR YOUR USE OF THE SITE EXCEED THE TOTAL AMOUNT PAID BY YOU FOR USE OF THE SITE, EXCLUDING THIRD PARTY PURCHASES WITH TOKENS, DURING ANY ONE MONTH.
YOU UNDERSTAND THAT YOUR USE OF THE SITE MAY INVOLVE KNOWN AND UNANTICIPATED RISKS THAT COULD RESULT IN INJURY OR ILLNESS, INCLUDING, BUT NOT LIMITED TO, DANGERS THAT MAY BE CAUSED BY THE ACTS OF OTHER USERS OR OTHER THIRD PARTIES, OR OCCURRENCES BEYOND THE CONTROL OF VIDEOAPP INC.. BY USING THE SITE, YOU ASSUME ALL SUCH RISKS AND DANGERS AND ALL RESPONSIBILITY FOR ANY LOSSES AND/OR DAMAGES. YOU VOLUNTARILY RELEASE, WAIVE, DISCHARGE AND HOLD HARMLESS VIDEOAPP INC. FROM ANY AND ALL CLAIMS, DEMANDS OR CAUSES OF ACTION FOR BODILY INJURY, PROPERTY DAMAGE, WRONGFUL DEATH, LOSS OF SERVICES OR OTHER CLAIMS THAT IN ANY WAY ARISE FROM OR ARE RELATED TO YOUR USE OF THE SITE.
THE SITE IS INTENDED ONLY AS PERSONAL, LOCATION-BASED SERVICES FOR INDIVIDUAL USE.
YOU ACKNOWLEDGE AND AGREE THAT VIDEOAPP INC. HAS OFFERED THE SITE, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE FOREGOING WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY. YOU FURTHER ACKNOWLEDGE AND AGREE THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND VIDEOAPP INC., AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH IN THESE TERMS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND VIDEOAPP INC.
VideoApp Inc. reserves the right at any time to modify or discontinue, temporarily or permanently, the Site with or without notice. You agree that the VideoApp Inc. shall not be liable to you or any third party for any modification, suspension or discontinuance of the Site.
The TorpedoMen logo, screen shots and icons are trademarks or the subject of other intellectual property rights of VideoApp Inc, and may not be used without prior, express written permission from VideoApp Inc. All other trademarks not owned by VideoApp Inc. that appear on the Site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by VideoApp Inc.
All content included on the Site, including all information, data, text, photos, graphics, videos, messages, compilations of the foregoing and/or other materials accessible through the Site, is the property of VideoApp Inc. and/or its licensors, as applicable (“Content”), and protected by United States and international intellectual property and other laws and treaties. Except as expressly permitted under these Terms, no reproduction, transmission, modification or display of any Content is permitted without our prior, express written permission.
It is our policy to respond to notices of alleged copyright infringement in compliance with applicable intellectual property law (including the DMCA) and to terminate the accounts of repeat infringers.
If you believe that your content has been made available through the Site in a way that constitutes copyright infringement, please provide VideoApp a Notice of Copyright Claims with the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Site; (d) your address, telephone number and e-mail address; (e) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Our Agent for Notice of Copyright Claims can be reached as follows:
Agent for Notice of Copyright Claims
228 Park Avenue South, Unit 40543
New York, NY 10003
While the Site is free for use, additional data charges may apply to you for use of the Site through your ISP or mobile carrier. Additional fees may also apply for use of the upgrading to a Premium Access (future feature) or purchasing Tokens. If there is a charge associated with a portion of the Site, you agree to pay that charge by accessing or using it..
By sending us any ideas, suggestions, documents or proposals ("Feedback"), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, publish, distribute and sublicense the Feedback.
The Site may provide links to third party websites or resources. You acknowledge and agree that VideoApp Inc. does not endorse and is not responsible for any content, advertising, products, services or other materials on or available through such sites or resources (“External Sites”). External Sites are subject to different terms and conditions and privacy policies, which you are responsible for reviewing. You further acknowledge and agree that the VideoApp Inc. shall not be liable for any damage or loss caused by or resulting from use of or reliance on any External Sites.
Your dealings with advertisers and other third parties or users who market, sell, buy or offer to sell or buy any goods or services on the Site, including payment for or delivery of such goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the advertiser or other third party. You agree that VideoApp Inc. shall not be liable for any loss or damage of any kind incurred as a result of any such dealings.
YOU UNDERSTAND AND AGREE THAT YOU WILL NOT:
The Site allows the submission of information, content and materials (such as photos and videos) by you and other users ("User Submissions"), and the hosting, sharing and/or publishing of such User Submissions. You shall be solely responsible for your own User Submissions (“Your Content”) and the consequences of posting or publishing them. In connection with Your Content, you affirm, represent, and warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to use, and authorize VideoApp Inc. to use, all intellectual property and any other proprietary rights in and to any and all of Your Content to enable inclusion and use of Your Content and these Terms; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in Your Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of Your Content in the manner contemplated by the Site and these Terms. For clarity, you shall retain all of your ownership rights in Your Content.
VideoApp Inc. assumes no responsibility whatsoever in connection with or arising from User Submissions and assumes no responsibility for actively monitoring User Submissions for inappropriate content. If at any time VideoApp Inc. chooses, in its sole discretion, to monitor User Submissions, it nonetheless assumes no responsibility for the content of the User Submissions, no obligation to modify or remove any inappropriate User Submissions, and no responsibility for the conduct of the user submitting User Submissions. Further, VideoApp Inc. does not endorse and has no control over the content of User Submissions submitted by other users. VideoApp Inc. makes no warranties, express or implied, as to the content of User Submissions or the accuracy and reliability of any User Submissions.
You alone are responsible for Your Content, and once published, it cannot always be withdrawn. You assume all risks associated with Your Content, including anyone's reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable or provides others with information to locate you or determine places that you have visited, are visiting or are planning to visit. You represent that you own, or have the necessary permissions to use and authorize the use of Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by VideoApp Inc.
You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.
VideoApp Inc. and its licensees may publicly display advertisements and other information adjacent to Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.
We reserve the right to remove, screen, edit, or reinstate User Submissions from time to time at our sole discretion and without notice to you. We have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.
You agree to indemnify, defend, and hold the VideoApp Inc. harmless from and against any and all claims, suits, actions, losses, costs, damages, and any other liabilities, including attorneys' fees, arising out of or related to your use of the Site in violation of these Terms and/or your interactions with other users of the Site, including, but not limited to, (a) your use or misuse of any location information or the Site generally, (b) any violation of the rights of any other person or entity by you, (c) any breach or violation by you of this Terms, or (d) your use the Site to communicate with or meet another user in-person or to locate and attend any offline place or event. VideoApp Inc. reserves the right to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
You are solely responsible for your interactions with other users using the Site and the VideoApp Inc. assumes no liability for these interactions. VideoApp Inc. does not conduct criminal or other background checks on its users, but reserves the right to do so at any time. VideoApp Inc. assumes no liability for your interactions with other users and make no representations or warranties as to the conduct of users and/or the information they provide and/or the statements that they make. You agree to take reasonable precautions in your interactions with other users of the Site. VideoApp Inc. is not responsible for monitoring any disputes between you and other users.
You will create a username and password as part of the signup process for the Site. You are responsible for maintaining the confidentiality of your password and account and all activities that occur in connection with these. You agree to immediately notify VideoApp Inc. of any actual or suspected unauthorized use of your password or account or any other breach of security. You agree that all information that you provide to VideoApp Inc. as part of the registration process, including, but not limited to, your name and email address, mobile number, is truthful, accurate and complete.
These Terms and your relationship with VideoApp Inc. under these Terms shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of New York, without regard to conflict of laws principles.
ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR YOUR ACCESS TO OR USE OF THE SITE, INCLUDING, BUT NOT LIMITED TO, THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THESE TERMS (EACH, A “CLAIM”), SHALL BE RESOLVED BY BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT IF YOUR CLAIMS QUALIFY. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
The arbitration will be conducted by the American Arbitration Association (AAA) under its then-applicable rules, including (as appropriate) its Supplementary Procedures for Consumer-Related Disputes. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that the hearing will be conducted in the County and State of New York or the city in the United States in which you reside. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
Before submitting a Claim to arbitration pursuant to this Section, you must first submit the Claim to VideoApp Inc. for informal resolution. You and VideoApp Inc. agree to work in good faith to resolve the Claim within thirty (30) days. If you and VideoApp Inc. are unable to resolve the Claim informally within thirty (30) days, then we each may submit the Claim to arbitration.
If you reject the last written settlement offer made by VideoApp Inc. before the arbitrator was appointed and the arbitrator awards you an amount greater than this last written settlement offer, then VideoApp Inc. will pay: (i) the greater of the award or $500; (ii) your filing fees for the arbitration; and (iii) any fees, costs and expenses deemed appropriate by the arbitrator.
WE EACH AGREE THAT ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR YOUR ACCESS TO OR USE OF THE SCRUFF SERVICES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR ARBITRATION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IF FEDERAL JURISDICTION IS NOT AVAILABLE, IN THE SUPREME COURT OF NEW YORK COUNTY. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH PROCEEDING.
Notwithstanding anything to the contrary, you and VideoApp Inc. may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect our intellectual property rights, whether in aid of, pending or independently of the resolution of any dispute pursuant to the arbitration procedures set forth above.
If any provision of these Terms is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of these Terms.
A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms shall in no manner affect such party's right at a later time to enforce the same. A waiver of any breach of any provision of these Terms shall not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms.
YOU AND VIDEOAPP INC. AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION SHALL BE PERMANENTLY BARRED.