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].
Fee Schedule means the information relating to pricing and billing set out on the Website,which may be updated or amended by Vidapp from time to time, or as otherwise notified by Vidapp. "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.
Producer means the person or entity providing video content to Vidapp.
Service or “Services” means any service provided by Vidapp to You including a service which converts videos into software applications, and the Website.
Website means the Internet site at the domain www.vidapp.com or any other site operated by Vidapp.
Variable Monthly Fee means the amount calculated pursuant to the Fee Schedule based on number of Vid-app Users and/or transactions in a month.
Vidapp Limited means Vidapp Limited and all current and future global subsidiaries of Vidapp Limited.
Vid-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, including Producers and Vid-app Users and "Your" has a corresponding meaning.
We or Us means Vidapp Limited.
Website means www.vidapp.com or any replacement site owned by Vidapp Limited.
(a) To purchase any Service, You must create an account with Vidapp. You must provide a valid email address and other information that we may require. You represent and warrant that all information provided by you is accurate. You are solely responsible for maintaining the security of your account and for all activity that occurs under your account. You must notify us immediately if you suspect any unauthorized access to or use of your account.
(b) If Producer is a business entity, the account must be in the name of the business entity, and the person(s) creating and maintaining the account on behalf of the Producer must have the authority to enter into this Agreement.
(c) If Producer is an individual, Producer must be at least 18 years old or the age of majority in the individual’s jurisdiction of residence, whichever is greater. By creating an account, you represent that you are at least 18 years old or the age of majority in the jurisdiction where you reside.
(d) Where your vid-app is to be developed or configured under Your Developer Account, you will:
Where You design and create your vid-app yourself via the Vidapp website, Vidapp grants You the right to access and use the Vidapp Platform via the Website . This right is non-exclusive, non-transferable, and limited by and subject to this Agreement.
(e) The fees for the Services are set out in the Fee Schedule. Producers must select a pricing plan from the Fee Schedule and pay Vidapp’s fees accordingly. Fees are charged and paid in advance, except for the Variable Monthly Fee, which is charged in arrears at the beginning of each month, following reporting from the App Store(s).
(f)In relation to the Variable Monthly Fee:
(g) Vidapp may delay or withhold all or any portion of a Producer Revenue payment:
(h) In order to receive Producer Revenue payments, you must:
(i) Vidapp will continue invoicing You in accordance with the Fee Schedule until this.
Agreement is terminated in accordance with clause 7.
(j) All Vidapp invoices will be sent to You, or to a billing contact whose details are provided by You, by email.
(k)Vidapp may collect taxes, including VAT (value-added tax) where it reasonably believes tax collection is required. Except for any such VAT, You are responsible for payment of all taxes and duties in relation to your purchase of the Services.
(l) You must only use a Service for Your own lawful purposes, in accordance with these Terms and any notice sent by Vidapp or condition posted on the Website.
(m) You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Vidapp of any unauthorized use of Your passwords or any other breach of security and Vidapp will reset Your password and You must take all other actions that Vidapp reasonably deems necessary to maintain or enhance the security of Vidapp computing systems and networks and Your access to the Services.
(n) As a condition of these Terms, when accessing and using the Services, You must:
You may not upload or otherwise submit any video content that:
(a) infringes or promotes the infringement of the rights of any third party, including copyright, trademark, and privacy rights;
(b) violates any law;
(c) includes pornographic content;
(d) harasses or advocates harassment of another person;
(e) promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
(f) promotes activities that are abusive, threatening, exploitative, obscene, illegal, defamatory or libelous; or
(g) violates the acceptable use policies of any App Publisher.
(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 7. 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. In addition, Vidapp reserves the right to suspend, restrict, and terminate accounts without notice for failure to pay and/or any violation of clauses 5 and 6 regarding access conditions and acceptable use.
(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:
(c) Clauses 4, 8, 9, 10, 11, 12 and 14 survive the expiry or termination of these Terms
(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 8 does not apply to any information which:
(a) Title to, and all Intellectual Property Rights in the Services, the Website 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. However, Your access to the Data is contingent on full payment of all fees when due. You grant Vidapp a licence 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 must maintain copies of all Data inputted into the Service. Vidapp adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Vidapp expressly excludes liability for any loss of Data no matter how caused.
(d) If You enable third-party applications for use in conjunction with the Services, You acknowledge that Vidapp may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. Vidapp shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
(e) You consent to:
(a) You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
(b) You acknowledge that:
(c) You will indemnify Vidapp against any claims or loss relating to
(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, the Website or these Terms.
(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 or Website.
(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 7.
(d) VidApp Limited is not responsible or liable in any way for:
In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Vidapp. If You still need technical help, please check the support provided online by Vidapp on the Website, utilise any messaging service contained with the website, or failing that email us at email@example.com
If for any reason Vidapp has to interrupt the Services for longer periods than Vidapp would normally expect, Vidapp will use reasonable endeavours to publish in advance details of such activity on the Website.
(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 14.
(b) If the dispute is not resolved under clause 14(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 firstname.lastname@example.org ] 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: