VOPED Free Trial Terms & Conditions
THIS IS A LEGAL AND NONEXCLUSIVE AGREEMENT. VOPED, LLC (“VOPED” or “LICENSOR”) IS WILLING TO PROVIDE THE PRODUCTS AND SERVICES SELECTED BY THE ENTITY OR INDIVIDUAL (“SUBSCRIBER”) IDENTIFIED IN CONNECTION WITH THE VOPED ACCOUNT REGISTRATION PROCESS, AS INDICATED IN THIS AGREEMENT. USE OF VOPED’S PRODUCTS AND SERVICES SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ANY CHANGES TO THIS AGREEMENT THAT VOPED MAY PUBLISH FROM TIME TO TIME. BY USING THE VOPED PRODUCTS AND SERVICES, SUBSCRIBER IS AGREEING TO THESE TERMS AND CONDITIONS.
IF SUBSCRIBER IS ACCEPTING THIS AGREEMENT ON BEHALF OF SUBSCRIBER’S EMPLOYER OR ANOTHER ENTITY, SUBSCRIBER REPRESENTS AND WARRANTS THAT SUBSCRIBER HAS FULL LEGAL AUTHORITY TO BIND SUBSCRIBER’S EMPLOYER OR SUCH ENTITY TO THESE TERMS AND CONDITIONS. IF SUBSCRIBER DOES NOT HAVE THE LEGAL AUTHORITY TO BIND, SUBSCRIBER MAY NOT ACCEPT THIS AGREEMENT. IF THE SUBSCRIBER IS ACCEPTING ON BEHALF OF SUBSCRIBER’S EMPLOYER OR ANOTHER ENTITY, THEN USE OF THE TERM “SUBSCRIBER” IN THIS AGREEMENT MEANS THAT EMPLOYER OR ENTITY. THIS AGREEMENT IS SUBJECT TO THE EVP TERMS OF USE , ACCEPTABLE USE POLICY, AND EVP PRIVACY POLICY, FOUND ON THE VOPED WEBSITE ONLINE AT WWW.VOPED.COM, OR MY.VOPED.COM.
1. Ownership. VOPED retains all right, title and interest in and to the VOPED Products and Services, as well as all intellectual property rights, including, without limitation, all copyright, trademark, moral and related rights. This Agreement shall not be construed in any manner as transferring any rights of ownership to or license of the VOPED Products and Services, websites, marks, or any component thereof, and/or to the features, or information therein, except as expressly licensed by this Agreement. All right, title and interest in and to VOPED Products and Services, and any and all modifications to the foregoing which are prepared by or for VOPED shall not pass to SUBSCRIBER, but shall be the exclusive property of VOPED. VOPED shall retain the exclusive right to reproduce, publish, patent, copyright, sell, license and otherwise make use of the VOPED Products and Services and all such inventions, discoveries, improvements, enhancements and methodologies with respect thereto except as expressly set forth in this Agreement. All rights not expressly granted by VOPED are reserved by VOPED. SUBSCRIBER has no right to third-party video content that is provided through the Embeddable Video Platform (EVP) regardless of payment. SUBSCRIBER retains all right, title and interest in and to SUBSCRIBER’s website, marks, and all components thereof. This Agreement shall not be construed in any manner as transferring any rights of ownership to or license of SUBSCRIBER’s website, marks, or any component thereof, and/or to the features, or information therein, except as expressly licensed by this Agreement. All rights not expressly granted by SUBSCRIBER are reserved by SUBSCRIBER. Under no circumstances will the license grants set forth in this Agreement be construed as granting, by implication, estoppel or otherwise, a license to any of SUBSCRIBER’s intellectual or other property or components thereof other than as specifically granted in this Agreement.
2. Term and Service. The initial term of this Agreement will commence immediately upon either (i) acceptance of this Agreement through www.voped.com or (ii) execution by written or electronic document, and shall run for a period of THIRTY (30) DAYS (“Initial Term”), unless otherwise specified in an Addendum. Notwithstanding the foregoing or the terms of paragraph 12 below, VOPED may terminate this Agreement at its sole discretion at any time within THIRTY (30) DAYS of the start of the Initial Term. Prior to expiration of the Initial Term, this Agreement may be converted through the execution of an Addendum to a full service Agreement and shall continue on a month-to-month basis (“Account Term”). Without execution of such an Addendum, this Agreement shall automatically terminate and all VOPED Products and Services will be removed from SUBSCRIBER’s website. The Products and Services that VOPED shall provide under this Agreement are the Embeddable Video Platform and the applications as described at www.voped.com, and any enhancements or modifications to the VOPED Products and Services as described in this Agreement. These Products and Services are available for use by SUBSCRIBER with the understanding that testing and product improvements may be employed at any time during the Account Term and such testing and product improvements to VOPED Products and Services may result in minor changes and service updates.
3. Free Trial Accounts. VOPED may offer free accounts, such as trial or sandbox accounts, for the VOPED Products and Services (“Free Trial Account”). Unless otherwise specified during the Account registration process, the terms and conditions of this Agreement shall govern the use of such Free Trial Account. Content uploaded to a Free Trial Account, and any selections made by SUBSCRIBER during the use of a Free Trial Account, may be deleted by VOPED after the termination or expiration of the Initial Term unless Subscriber executes an Addendum for paid services prior to the conclusion of the Initial Term. VOPED may terminate any Free Trial Account at any time without notice, in its sole discretion. Notwithstanding anything to the contrary in this Agreement, the VOPED Products and Services are offered “As Is” and without any representation or warranty of any kind in connection with Free Trial Accounts. Free Trial Accounts will not allow for the completion of payment gateway integration and will not provide the use of actual paid transactions within SUBSCRIBER’s Account, although Free Trial Accounts will allow for some VOPED Pay Per View system testing. All Free Trial Accounts will have certain limitations, including but not limited to, number of views, bandwidth usage, number and length of uploaded video and other multimedia content.
4. Registration. In order to use VOPED Products and Services SUBSCRIBER must accept this Agreement, including these Terms and Conditions. VOPED reserves the right, exercised at any time in its sole discretion, to reject any registration submission. During the registration process for VOPED Products and Services, VOPED will create one unique account name with Password (“Account Name”) for SUBSCRIBER’s account administrator (the originator of the account). Sub-users can be created within SUBSCRIBER’s account by SUBSCRIBER’s account administrator for varying levels of access to information and controls of VOPED Products and Services. SUBSCRIBER is solely responsible for the confidentiality and use of SUBSCRIBER’s Account Name and Password, as well as for any use, misuse or communications using SUBSCRIBER’s Account Name and Password. SUBSCRIBER agrees to notify VOPED immediately if SUBSCRIBER becomes aware of any loss, theft or unauthorized use of SUBSCRIBER’s Account Name or Password and VOPED reserves the right to delete or change one or both of them at any time and for any reason. VOPED shall have the right to rely, without further inquiry, on provision of the Account Name and Password as sufficient to authenticate use of VOPED Products and Services by SUBSCRIBER or on SUBSCRIBER’s behalf by another party authorized by SUBSCRIBER.
5. Billing and Renewal. VOPED charges and collects monthly Account fees and other applicable charges for use of VOPED Products and Services. Billing and renewal requirements will be outlined in the Addendum to convert to a full service Agreement. When registering for a paid Account, SUBSCRIBER will be required to submit a Customer Information form and to provide the account information for a valid credit card. By acceptance of these Terms and Conditions, SUBSCRIBER thereby authorizes VOPED or its affiliates to use the credit card information furnished by SUBSCRIBER for purposes of fulfilling SUBSCRIBER’s payment obligations under this Agreement.
Each month VOPED will bill SUBSCRIBER by automatically invoicing and then charging SUBSCRIBER’s credit card or issuing an invoice to SUBSCRIBER for payment by check or electronic funds transfer or by whatever method is otherwise mutually agreed upon by the parties. Unless otherwise agreed to by the parties in writing, VOPED will charge SUBSCRIBER at the beginning of the month for each previous month’s Account fees and other applicable charges.
The rate of the VOPED Agreement shall be the same for ONE (1) YEAR. VOPED shall provide SUBSCRIBER at least THIRTY (30) DAYS’ prior notice of any Account fee changes. Fees for custom services will be charged on an as-quoted basis.
VOPED’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and SUBSCRIBER shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on VOPED’s income.
Prior to expiration of SUBSCRIBER’s credit card, SUBSCRIBER shall notify VOPED or its affiliate of the new credit card expiration date and all other relevant new information pertaining to the new credit card. SUBSCRIBER agrees to provide VOPED with complete and accurate billing and contact information. This information includes SUBSCRIBER’s legal company name, street address, e-mail address, and names and telephone numbers of an authorized billing contact and a VOPED EVP Plan Administrator. SUBSCRIBER agrees to update this information within THIRTY (30) DAYS of any changes. If the contact information SUBSCRIBER has provided is false or fraudulent, VOPED reserves the right to terminate SUBSCRIBER’s access to VOPED Products and Services in addition to pursuing any other legal remedies available.
Unless VOPED in its sole discretion determines otherwise, SUBSCRIBER will be billed in U.S. dollars and subject to U.S. payment terms and pricing schedules. If SUBSCRIBER believes SUBSCRIBER’s bill is incorrect, SUBSCRIBER must contact VOPED in writing within SIXTY (60) DAYS of the date of the charge or invoice containing the amount in question to be eligible to receive an adjustment or credit as appropriate.
6. Client Pay Per View Requirements. This Agreement establishes the following requirements necessary for SUBSCRIBER to use the VOPED Pay Per View feature, which features may be limited during the Initial Term, including but not limited to:
a. SUBSCRIBER must verify that the VOPED Pay Per View player fits on the designated web page for the publishing of the Pay Per View video content.
b. SUBSCRIBER must set up an authorize.net and/or PayPal payment gateway account and send to VOPED the integration code.
c. SUBSCRIBER must set up a Terms of Use page establishing the legal framework for the use of VOPED’s products, services and features by End Users, and send the URL of the Terms of Use page to VOPED.
d. SUBSCRIBER must set up an End User support page that communicates the minimal technical requirements for End Users, and SUBSCRIBER contact information, and send the URL of the support page to VOPED.
e. SUBSCRIBER will manage the VOPED account and live broadcast directly through the management console.
f. SUBSCRIBER will manage End User relations and communications independently on its own behalf.
g. Client will manage refunds associated with credit card purchases. The decision to allow refunds to certain End Users is at the sole discretion of Client as long as it is no later than sixty (60) days after any Live Event. All direct credit card user interactions are solely between Client and the cardholder. Client shall monitor chargebacks by credit card companies and will provide to VOPED an accounting for purposes of reconciling the Revenue Share within sixty (60) days after any Live Event.
h. SUBSCRIBER is responsible for accessing the necessary internet connection for the streaming of live events and for the upload of videos to the VOPED platform, unless otherwise agreed to by both parties.
i. Other requirements will be identified as necessary and appropriate which may be based on new functions of the VOPED system and related services.
7. Non-Payment and Suspension. In addition to any other rights granted to VOPED herein, VOPED reserves the right to suspend or terminate this Agreement and SUBSCRIBER’s access to all VOPED Products and Services immediately and without notice if SUBSCRIBER’s account becomes more than thirty (30) days delinquent (falls into arrears) for non-payment of monthly fees or charges related to custom development work. Delinquent invoices (accounts in arrears) are subject to a monthly finance charge equal to ONE PERCENT (1.0%) of any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection (including reasonable attorneys’ fees). SUBSCRIBER will continue to be charged for the monthly Account fees during any period of suspension. If SUBSCRIBER or VOPED initiates termination of this Agreement, SUBSCRIBER will be obligated to pay the balance due on SUBSCRIBER’s account computed in accordance with the Billing and Renewal section of the Addendum to this Agreement. SUBSCRIBER agrees that VOPED may charge such unpaid fees to SUBSCRIBER’s credit card or otherwise bill SUBSCRIBER for such unpaid fees.
8. Cancellation of Account. Unless SUBSCRIBER has entered into a contract with VOPED that specifies a contract term, termination shall be pursuant to Paragraph 12 below. SUBSCRIBER understands and agrees that the cancellation or termination of SUBSCRIBER’s Account is SUBSCRIBER’s sole right and remedy with respect to any dispute with VOPED including, without limitation, any dispute related to, or arising out of: (i) any terms of this Agreement or the enforcement or application of this Agreement; (ii) any VOPED practice or policy, including the Terms & Conditions and Privacy Policy, or the enforcement or application of these policies; (iii) the content available (or any change in content provided), through a monthly Account, or through the my.voped.com Website; (iv) SUBSCRIBER’s ability to access and/or use any Product or Service or the my.voped.com Website; or (v) the amount or types of VOPED’s fees or charges, surcharges, applicable taxes, or billing methods, or any change to VOPED’s fees or charges, or billing methods. Upon cancellation or termination of SUBSCRIBER’s monthly Account for VOPED Products and Services, VOPED may immediately deactivate SUBSCRIBER’s Account Name and all related information and/or files in SUBSCRIBER’s Account and/or bar any further access to such information and/or files, VOPED Products and Services, and/or the my.voped.com Website (or part thereof).
To cancel SUBSCRIBER’s monthly Account, SUBSCRIBER must contact VOPED at vsupport@VOPED.com.
9. Re-registration. VOPED reserves the right to impose a Set-up Fee in the event SUBSCRIBER re-registers, or is suspended and thereafter requests access to VOPED Products and Services. SUBSCRIBER agrees and acknowledges that VOPED has no obligation to retain Customer video data and that such Customer video data may be irretrievably deleted if SUBSCRIBER’s account is THIRTY (30) DAYS or more delinquent.
10. Obligations of SUBSCRIBER. Except as expressly set forth herein, SUBSCRIBER may not copy, sublicense, rent, lease, barter, resell, or otherwise distribute VOPED Products and Services to any third-party entity or individual without the express written consent of VOPED. Notwithstanding the above, SUBSCRIBER is expressly permitted to use VOPED’s Products and Services to service all websites that it creates and hosts. SUBSCRIBER must, however, keep VOPED apprised of all websites hosted by SUBSCRIBER that are using VOPED’s Products and Services. An Account fee shall be charged for each website as outlined in SUBSCRIBER’s Agreement.
SUBSCRIBER shall indemnify and hold VOPED harmless from any and all claims by third parties and all judgments, costs, and expenses, including reasonable attorneys’ fees, arising from SUBSCRIBER’s use, summarization, or dissemination of VOPED Products and Services and its contents, including, without limitation, trade libel and slander. This indemnification obligation will survive the expiration or termination of this Agreement.
SUBSCRIBER grants VOPED the perpetual right to include SUBSCRIBER’s name in VOPED’s marketing materials published through any medium including press releases and case studies issued by VOPED regarding SUBSCRIBER’s use of VOPED Products and Services. The contents of any press release or case study shall be developed at the sole discretion of VOPED, unless otherwise agreed to by the parties.
11. Support Provided by VOPED. Support provided by VOPED to SUBSCRIBER for VOPED Products and Services shall consist of online technical support through the VOPED Management Console in accordance with VOPED’s then-current policies for such support from 9:00 a.m. to 6:00 p.m., Monday through Friday, Eastern Standard Time, and reasonable electronic support outside of standard business hours, excluding applicable holidays, in accordance with VOPED’s ongoing policies for such support. For Live Support during Live Pay Per View Events SUBSCRIBER may hire a VOPED Engineer.
12. Term and Termination. This Agreement is effective upon acceptance by all parties hereto (“Effective Date”) and shall continue for as long as SUBSCRIBER uses VOPED Products and Services according to the Terms and Conditions herein. Either party shall have the right to terminate this Agreement after the Initial Term, with or without cause upon THIRTY (30) DAYS’ written notice.
13. Warranty. VOPED warrants that during the term of this Agreement, VOPED shall perform the VOPED Services in a diligent manner and in accordance with industry standards.
VOPED PRODUCTS AND SERVICES ARE PROVIDED ”AS IS” AND VOPED MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WRITTEN OR ORAL, OR STATUTORY, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. VOPED NEITHER ASSUMES, NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT, ANY OTHER LIABILITY IN CONNECTION WITH VOPED PRODUCTS AND SERVICES, DATA OR ANY OTHER INFORMATION, INCLUDING, WITHOUT LIMITATION, LIABILITY ARISING OUT OF THE DELIVERY, INSTALLATION, SUPPORT OR USE OF VOPED PRODUCTS AND SERVICES, INFORMATION OR DATA. VOPED DOES NOT WARRANT THE RESULTS OF THE USE OF ANY PRODUCT OR SERVICE OR THAT VOPED PRODUCTS OR SERVICES ARE TRANSMITTED TO SUBSCRIBER WITHOUT INTERRUPTION OR DELAY.
14. Limitation of Liability. IN NO EVENT SHALL VOPED AND/OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, THE COSTS OF PROCURING SUBSTITUTE SERVICES OR FOR ANY LOSS OF PROFITS OR DATA, OR FOR ANY PUNITIVE DAMAGES, OR OTHERWISE, NOTWITHSTANDING ANY FAILURE OF VOPED PRODUCTS AND SERVICES TO BE RENDERED HEREUNDER, EVEN IF VOPED AND/OR ITS SUPPLIERS HAS BEEN ADVISED OF THE CONSEQUENCES OF LATE DELIVERY, UNAVAILABILITY, OR NON-PERFORMANCE, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY. IN NO EVENT WILL VOPED’S MAXIMUM LIABILITY UNDER THIS AGREEMENT AT ANY TIME EXCEED THE AMOUNTS PAID TO VOPED UNDER THIS AGREEMENT AND ANY ADDENDUMS TO THIS AGREEMENT DURING THE CORRESPONDING CALENDAR MONTH.
15. Assignability. This Agreement is not transferable or assignable by SUBSCRIBER, in whole or in part, whether voluntarily or by merger, consolidation, or sale, or otherwise by operation of law without the prior written consent of VOPED. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their permitted successors, heirs and assigns.
16. Non-Disclosure. Both parties agree that, except as directed by the other party, they will not at any time during or after the term of this Agreement disclose any Confidential Information regarding the other party to any person whatsoever, including pricing, knowledge about the VOPED platform, or Account login information, except as required by law. SUBSCRIBER will not disclose any confidential information regarding third party vendors or contractors doing business with or providing services to VOPED.
17. Notice. Except as otherwise provided, any notice or other communication required or permitted under this Agreement shall be in writing and delivered in person, mailed or delivered by recognized courier service, properly addressed and stamped with the required postage, to the intended recipient at its address specified in this Agreement or the most recent Registration documents and shall be deemed effective upon receipt. Either party may from time to time change its address by giving the other party notice of the change in accordance with this section. Licensor’s address shall be at:
VOPED, LLC
19415 Deerfield Avenue, Suite 212
Lansdowne, VA 20176
With a copy to Legal Counsel at:
Simms Showers, LLP
Attn: H. Robert Showers
305 Harrison Street, SE, 3rd Floor
Leesburg, VA 20175
18. Non-Waiver. The failure of either party to insist upon strict performance of any of the Terms and Conditions hereunder or waiver by either party in the exercise of any of its remedies shall not constitute a subsequent waiver of such Terms and Conditions or a waiver of any default or remedy.
Neither party shall be liable to the other party for any alleged loss or damages resulting from delays in performance, except for the failure to pay money due, resulting from any cause beyond the reasonable control of or occurring without the fault of such party (including loss or damages resulting from the delay or failure to deliver VOPED Products or Services).
19. Severability. In the event that any provision hereof is found invalid or unenforceable pursuant to judicial decree or decision, such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of this Agreement shall remain valid and enforceable according to its terms. This Agreement may be executed in counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument.
20. Entire Agreement. This Agreement, including these Terms and Conditions, and any attached exhibits constitute the entire agreement between the parties with respect to the subject matter hereof, and supersede all prior proposals, negotiations, communications and agreements, whether oral or written, between the parties with respect to the subject matter hereof. In the event of a conflict between this Agreement and any other form or correspondence, the Terms and Conditions herein shall supersede.
The trademarks of VOPED in the United States and other countries include VOPED, all related trademarks, trade names, logos, characters, design, and trade dress and are trademarks or registered trademarks of VOPED, LLC in the United States and other countries and may not be used without written permission. All other trademarks are the property of their respective owners.
21. Choice of Law and Forum. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without giving effect to any principles of conflicts of law. SUBSCRIBER agrees that any action at law or in equity arising out of or relating to SUBSCRIBER’s use of and/or access to VOPED Products and Services, including the www.voped.com, or my.voped.com Websites, or this Agreement shall be filed only in the state or federal courts having jurisdiction over Loudoun County in the Commonwealth of Virginia and SUBSCRIBER hereby consents and submits to the personal jurisdiction of such courts for the purposes of litigating any such action. The prevailing party shall be awarded all court costs and reasonable attorneys’ fees incurred in any such action.
