These Terms are binding and apply to You from the time that you access a Service. By registering to use a Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
“App Store” means Google Play, Apple iTunes and any other marketplace for applications;
"Confidential Information" includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.
"Data" means any data provided or inputted by You or with Your authority in relation to a Service.
“Developer Account” means an account with an App Store that allows the user to configure and submit apps and updates to the App Store.
"Intellectual Property Right" means any patent, trademark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
"Service" or “Services” means any service provided by Vidapp to You including a service which converts videos into software applications.
“Variable Monthly Fee” means the amount calculated pursuant to the Fee Schedule based on number of App Users and/or transactions in a month.
"Vidapp" means Vidapp Limited and all current and future global subsidiaries of Vidapp Limited.
“App” means an application developed by Vidapp, converted from video or any other forms of digital content.
“Vidapp Platform” means the technology and materials used to provide the Vidapp online service of converting videos into software applications including Vidapp's computing systems and network.
"You" means any person or entity using a Service, and "Your" has a corresponding meaning.
“We” or “Us” means Vidapp.
2. Developer account
(a) Where your app is to be developed or configured under Your Developer Account, you will:
a. maintain the Developer Account with the App Store including paying any fees for the Developer Account required by the App Store;
b. give VidApp access to Your Developer Account for the purpose of maintenance, updates and reporting;
c. keep Your authentication and account details secure.
3. Term and termination
(a) This Agreement begins from the time that you access a Service and continues until terminated by you or us in accordance with this clause 3. Either party may terminate this Agreement at any time by providing the other party with 14 days’ notice. Either party may terminate this Agreement if the other party breaches any material term of this Agreement and fails to rectify that breach within 15 days of the non-breaching party’s notice.
(b) Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement:
i. You remain liable for any accrued fees and amounts which become due for payment before or after termination;
ii. You must immediately cease to use the Services; and
iii. we will remove the apps from the publishing platform.
(c) Clauses 4, 8, 9, 10, 11 survive the expiry or termination of these Terms.
4. Confidentiality and Privacy
(b) Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
(c) Clause 3 does not apply to any information which:
i. is or becomes public knowledge other than by a breach of this clause;
ii. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
iii. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
iv. is independently developed without access to the Confidential Information, or where disclosure is required by law.
5. Intellectual Property and Data
(a) Title to, and all Intellectual Property Rights in the Services and any documentation relating to the Services remain the property of Vidapp (or its licensors).
(b) Title to, and all Intellectual Property Rights in, the Data remain Your property. You grant Vidapp a license to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You.
(c) You consent to Vidapp using any images from the app (including screenshots, brands, logos) in any case studies, promotional material or marketing campaigns, as well as any cross promotions with any third parties that are in partnership with Vidapp.
6. Customer warranties, acknowledgements and indemnity
(a) You acknowledge that:
i. Vidapp has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
A. You are responsible for ensuring that You have the right to do so;
B. You are responsible for authorizing any person who is given access to information or Data, and you agree that Vidapp has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and
(b) You will indemnify Vidapp against any claims or loss relating to:
i. Vidapp refusal to provide any person access to Your information or Data in accordance with these Terms,
ii. Vidapp making available information or Data to any person with Your authorization.
7. Vidapp warranties
(a) The provision of, access to, and use of, the Services is on an "as is " basis and at Your own risk. Vidapp gives no warranty about the Services. Without limiting the foregoing, Vidapp does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
(b) Vidapp does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, telecommunications, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. Vidapp is not in any way responsible for any such interference or prevention of Your access or use of the Services.
(c) It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
(d) You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services or these Terms.
8. Limitation of Liability
(a) To the maximum extent permitted by law, Vidapp excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service.
(b) If You suffer loss or damage as a result of Vidapp’s negligence or failure to comply with these Terms, any claim by You against Vidapp arising from Vidapp's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
(c) If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with clause 3.
(d) VidApp is not responsible or liable in any way for:
a. the actions of an App Store including the App Store declining to publish or removing your Vidapp;
b. your actions in relation to your Developer Account including where you close your Developer Account and there are app users that have purchased app content remaining.
9. Help Desk
In the case of technical problems, please contact Pivotshare support.
(a) In the event of any dispute, difference or question arising out of or in connection with this Agreement or its formation, we will each use our best efforts to resolve the dispute through good faith negotiations and not commence any proceeding relating to the dispute unless we have complied with this clause 10.
(b) If the dispute is not resolved under clause 10(a) within 30 days of being raised then either party may refer the dispute to mediation by written notice to the other party, or the parties may otherwise agree in writing to refer the dispute to mediation. The mediation will be conducted in New Zealand but either party may attend by video conference if they reside overseas. The mediation will be conducted by a single mediator, in accordance with the terms of the Resolution Institute Standard Mediation Agreement and at a fee to be agreed by the parties. If the parties fail to agree on the identity of the mediator and/or the mediator’s fee within 5 Business Days of referral of the dispute to mediation, the mediator will be chosen, and the mediator’s fee determined, by the chairperson for the time being of the Resolution Institute (or his or her nominee).
Waiver: If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Delays: Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
No Assignment: You may not assign or transfer any rights to any other person without Vidapp’s prior written consent.
Governing law and jurisdiction: This Agreement is governed by and will be construed in accordance with, the laws of New Zealand. Each party irrevocably submits to the exclusive jurisdiction of the New Zealand courts for the purpose of hearing and determining all disputes under or in connection with this Agreement or its formation.
Severability: If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Vidapp must be sent to email@example.com or to any other email address notified by email to You by Vidapp. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
Force Majeure: Vidapp will not be liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God; natural disasters; wars; civil or military disturbances; sabotage; strikes; epidemics; riots; power failures; computer failure; loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes, acts of civil or military authority; governmental actions; or inability to obtain labor, material, equipment or transportation.
U.S. Export Compliance: You may not use the Vidapp Service if (i) you are personally subject to U.S. government sanctions or (ii) you are located in a country that is subject to U.S. Government sanctions such that your use of the Vidapp Service would violate U.S. law. You represent and warrant that you are not subject to such sanctions.
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