EVID TERMS OF USE AGREEMENT

Welcome to eVid.  This website, www.eVid.com (the “Site”), is owned and operated by eVid, Inc., a California corporation (“eVid” or the “Company”).

By registering for or using this Site, you (on behalf of yourself or the business you represent) agree to comply with, and be bound by, all of the terms and conditions set forth in this terms of use agreement (the “Agreement”).  THIS IS A LEGALLY BINDING AGREEMENT.  PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY.

IF YOU AGREE TO ACCEPT AND BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, PLEASE CLICK ON THE BOX ON THE BOTTOM OF THIS PAGE LABELED “I ACCEPT.”  IF YOU DO NOT AGREE TO ACCEPT AND BE BOUND BY THE TERMS OF THIS AGREEMENT, THEN YOU MAY NOT PROCEED FURTHER AND YOU SHOULD EXIT THE SITE.

AUTHORIZED USE OF SITE

eVid authorizes you to view and use the Site, and all Content thereon, subject to the terms of this Agreement.  “Content” includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features and other materials you may view on, access through, or contribute to the Site.

eVid reserves the right to terminate your access to and use of the Site at any time, and for any reason, with or without notice to you, and without liability, in the Company’s sole and absolute discretion.  eVid also reserves the right to discontinue any aspect of the Site at any time.

REGISTRATION AND PASSWORD

In order to open up an account to use and access the Site, you will be required to complete a registration process that includes completing a registration form.  Please make sure that your answers on the registration form are complete and accurate.  eVid has several tools that allow you to record and store personal information on servers maintained by or on behalf of eVid.  As part of the registration process, and to enable you to access such personal information, you will be asked to provide a user name and a password.  You are entirely responsible for maintaining the confidentiality of your password.  You may not use the account, user name or password of anyone else at any time.  You agree to notify eVid immediately of any unauthorized use of your account, user name or password.  eVid shall not be liable for any loss that you or any other person shall incur as a result of someone else using your password, either with or without your knowledge or permission.  You grant eVid and all other persons involved in the operation of the Site the right to transmit, monitor, retrieve, store and use information stored by you in connection with the operation of the Site.

PAYMENT

You are responsible for all of your expenses in connection with this Agreement, unless this Agreement expressly provides otherwise.  To use this Site, you must provide eVid with valid credit card information from a credit card (“Your Credit Card”) as well as valid bank account information for a bank account in your name that is located within the United States of America (“Your Bank Account”).  You will use only a name you are authorized to use in connection with the sale of products or services through this Site and will update all of the preceding information as necessary to ensure that it at all times remains accurate and complete.  You authorize eVid (and will provide eVid documentation evidencing your authorization upon request) to verify your information (including any updated information), to obtain credit reports about you from time to time, and to obtain credit authorizations from your credit card issuer.

You agree to pay to eVid a flat fee for each sale you make through this Site, which fee is set forth in detail on the Site, as well as any monthly service charges set forth on the Site.  For each sale you make through this Site in an amount exceeding fifty dollars ($50.00), you agree to pay to eVid an additional amount equal to five percent (5%) of the sale amount.  You authorize eVid to charge Your Credit Card or debit Your Bank Account for any sums payable by you to eVid (in reimbursement or otherwise).  At eVid’s option, all payments to you will be remitted to Your Bank Account or Your Credit Card.  For any amounts you owe to eVid, you authorize eVid to (a) charge Your Credit Card, (b) offset any amounts that are payable by you to eVid (in reimbursement or otherwise) against any payments eVid may make to you, (c) invoice you for amounts due to eVid under this Agreement, in which case you will pay the invoiced amounts upon receipt, (d) reverse any credits to Your Bank Account, or (e) seek such payment or reimbursement from you by any other lawful means.  Except as provided otherwise, all amounts contemplated in this Agreement will be expressed and displayed in the Local Currency, and all payments contemplated by this Agreement will be made in the Local Currency.  If eVid discovers erroneous or duplicate transactions, eVid reserves the right to seek reimbursement from you by deducting from future payments owed to you, charging Your Credit Card, or seeking such reimbursement from you by any other lawful means.

If eVid concludes that your actions and/or performance in connection with the Agreement may result in customer disputes, chargebacks or other claims, eVid may, in its sole discretion, delay initiating any remittances and withhold any payments to be made or that are otherwise due to you under this Agreement for the shorter of: (a) a period of ninety (90) days following the initial date of suspension; or (b) completion of any investigation(s) regarding your actions and/or performance in connection with the Agreement.

As a security measure, eVid may, but is not required to, impose transaction limits on some or all customers and sellers relating to the value of any transaction or disbursement, the cumulative value of all transactions or disbursements during a period of time, or the number of transactions per day or other period of time.  eVid will not be liable to you: (i) if eVid does not proceed with a transaction or disbursement that would exceed any limit established by eVid for a security reason, or (ii) if eVid permits a customer to withdraw from a transaction because this Site or the ability to sell products or services through this Site are unavailable following the commencement of a transaction.

Receipt of gross sales proceeds by eVid on your behalf will satisfy the obligations owed to you by customers for any sale of your products or services through this Site.  Upon payment of the gross sales proceeds, a receipt indicating that payment has been made will be furnished to customers.  eVid’s obligation to remit funds collected by eVid on your behalf will be limited to funds that eVid has actually received and that are not subject to chargeback or reversal.

REPRESENTATIONS

You represent and warrant to us that: (a) if you are a business, you are duly organized, validly existing and in good standing under the Laws of the country in which your business is registered and that you are registering for the Service(s) within such country; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations and grant the rights, licenses and authorizations you grant hereunder; and (c) you and all of your subcontractors, agents and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.

RELATIONSHIP OF PARTIES

You hereby appoint us as your payment processing agent for the limited purpose of receiving gross sales proceeds on your behalf in connection with any sale you make through this Site.  Except as provided in the preceding sentence, you and we are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us.  You will have no authority to make or accept any offers or representations on our behalf.  This Agreement will not create an exclusive relationship between you and us.  Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Agreement.  This Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of eVid, you, and relying customers or sellers.  As between you and us, you will be solely responsible for all obligations associated with the use of any third party service or feature that you permit us to use on your behalf, including compliance with any applicable terms of use.  You will not make any statement, whether on your site or otherwise, that would contradict anything in this section.

COPYRIGHT AND INTELLECTUAL PROPERTY

The Content on the Site, and the trademarks, service marks and logos on the Site, are owned by or licensed to eVid, subject to copyright and other intellectual property rights under the law.  You retain all of your ownership rights in your Content, i.e., the Content you submit and/or upload to the Site.  However, by submitting and/or uploading Content to the Site in connection with the offer and sale of your products and services on this Site, you hereby grant to eVid a royalty-free, non-exclusive, worldwide right and license to reproduce, display, distribute, adapt, modify, re-format, and otherwise use your Content, trademarks, service marks, trade name, other proprietary logos or insignias or any other business identifier, in connection with the Site.

Any use by you of the Content on the Site not expressly permitted by the terms of this Agreement may violate copyright, trademark and other intellectual property laws and subject you to liability.  You agree not to download, display, perform, transmit, or otherwise distribute any information or Content on the Site in violation of eVid’s or any third party’s copyright, trademark, or other intellectual or proprietary rights.  Nothing herein shall be construed as conferring by implication, estoppel or otherwise any license or right under any trademark of eVid or any third party.  Except as expressly provided in this Agreement, nothing herein contained shall be construed as conferring any license or right under any copyright of eVid or its licensors.  All rights not expressly granted to you herein are reserved to eVid and its licensors.

USER FEEDBACK AND IMPROPER TRANSMISSIONS

Should you communicate any questions, comments, suggestions, feedback or the like regarding any of the materials on the Site to eVid, such information shall be deemed to be non-confidential and non-proprietary to you, and eVid shall have no obligation to you of any kind with respect to such information and shall be free to reproduce, use, disclose and distribute such information to others.  You agree that you will not send or transmit to eVid (by e-mail or otherwise) any communication or information that infringes or violates any intellectual property, proprietary or other rights of others.  If you send or transmit to eVid any business information, concept, idea or invention, you automatically grant (or warrant that the owner of such transmitted information or other intellectual property has granted) to eVid a royalty-free, perpetual, irrevocable, worldwide, non-exclusive license, with the right to sublicense through multiple tiers of sublicensees, to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform and display the communication in any media, or any form, format or forum now known or hereinafter developed.  Without limiting the foregoing, eVid shall be free, without compensating you, to use any ideas, comments, suggestions, concepts, know-how or techniques contained in such information for any purpose whatsoever, including incorporating such information into eVid’s products and services, including materials on the Site.

You are prohibited from posting or transmitting to the Site, or selling through the Site, any threatening, harassing, libelous, false, defamatory, offensive, obscene, or pornographic material, any unsolicited chain letters or “spam,” or any other material that would violate any applicable law or regulation, including but not limited to any federal or state laws or regulations governing equal employment opportunities.  However, if any such communication, transmission, or sale does occur, you are solely responsible for the same, and eVid will have no liability related to the Content of any such communication, transmission, or sale.

You are also prohibited from impersonating any individual in connection with the use of this Site.  A member account or profile must be opened using real names and you hereby agree that all other requested information shall be true, accurate and complete in all respects.

PRIVACY

eVid respects the privacy of personal information provided to us by you in connection with your use of the Site.  A complete statement of eVid’s current privacy policy can be found by clicking here [link].  eVid’s privacy policy is expressly incorporated into this Agreement by this reference.

DISCLAIMERS

eVid makes the Site and all Content thereon available to users on a strictly “AS IS” and “AS AVAILABLE” basis.  eVid does not represent, warrant or guarantee the accuracy, timeliness, completeness, usefulness, adequacy or suitability of any information or test results you may obtain from or through the Site.  While eVid may from time to time update and modify information on the Site, the information is subject to change, and eVid cannot ensure and does not undertake to ensure that information on the Site is up to date or does not omit material information.  eVid does not promise that the Site will be error free or uninterrupted, nor that any specific results will arise from the use of the Site by you.  eVid cannot ensure that the files you download from the Site will be free of viruses, worms, Trojan horses or other code that manifest contaminating or other destructive properties.  EVID DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES OF EVERY KIND AND NATURE, EITHER EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

LIMITATIONS OF LIABILITY

All use of the Site by you is at your risk.  YOU AGREE THAT NEITHER EVID NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION SUPPLIERS, LICENSORS OR OTHER THIRD PARTIES MENTIONED IN OR PROVIDING GOODS OR SERVICES TO THE SITE WILL HAVE ANY LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSONS OF ANY KIND FOR LOSSES OR DAMAGES YOU OR THEY MAY INCUR ARISING FROM YOUR USE OF OR INABILITY TO USE OR ACCESS THE SITE OR ANY INFORMATION OR OTHER CONTENT THEREON.  WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT IN NO EVENT SHALL EVID AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION SUPPLIERS, LICENSORS OR OTHER THIRD PARTIES MENTIONED IN OR PROVIDING GOODS OR SERVICES TO THE SITE BE LIABLE OR OBLIGATED TO YOU UNDER ANY WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, OR FOR DAMAGES FROM LOST PROFITS, BUSINESS INTERRUPTION OR COMPUTER FAILURE FROM VIRUSES, TROJAN HORSES, WORMS OR SIMILAR DESTRUCTIVE CODE, OR FOR ANY INCIDENTAL, DIRECT, INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF OR INABILITY TO USE OR ACCESS THE SITE OR ANY INFORMATION OR OTHER CONTENT THEREON, WHETHER OR NOT EVID IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IF IN ANY JURISDICTION THE FOREGOING LIMITATION OF LIABILITY IS HELD TO BE UNENFORCEABLE IN WHOLE OR IN PART, YOU AGREE THAT IN NO EVENT WILL EVID BE LIABLE TO YOU FOR DAMAGES IN EXCESS OF $1,000 IN TOTAL.  ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE SITE MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE DATE THE EVENT GIVING RISE TO THE CLAIM OCCURRED.  REMEDIES UNDER THIS AGREEMENT OF TERMS AND CONDITIONS OF USE ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDED FOR HEREIN.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless eVid and its officers, directors, employees, agents, licensors, suppliers, contractors and affiliates (collectively, “Indemnified Parties”) from and against any and all claims, actions, demands, liabilities, settlements, losses, expenses and costs, including without limitation reasonable fees and costs of attorneys, incurred by or made against the Indemnified Parties in connection with any claim arising from or related to your use of the Site, the placement, posting or transmission of any messages, information, software, Content or other materials on or through the Site by you or users of your account, or any breach or violation of this Agreement by you or users of your account. You agree to fully cooperate as reasonably required by an Indemnified Party(ies).  Each Indemnified Party may, at its own expense, assume the exclusive defense and control of any matter for which it is indemnified hereunder.  You shall not settle any matter without the consent of the applicable Indemnified Party.

COPYRIGHT INFRINGEMENT CLAIMS

eVid respects the intellectual property of others.  If you believe that any information or materials provided on or through the Site infringes any copyright or is the subject of infringing activity, please use the following process to notify us.

All claims of copyright infringement should be in writing and should be directed to eVid’s management, whose contact information is as follows:

eVid, Inc.
c/o Legal and Management team
2613 Manhattan Beach Blvd., Suite 100
Redondo Beach, CA 90278
email: services@eVid.com

Each claim of copyright infringement must include all of the following information:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property right that is allegedly being infringed, along with that person’s address, telephone number and e-mail address;
  2. An identification of the copyrighted work alleged to be infringed;
  3. An identification of the information or other material that is claimed to be infringing and that is requested to be removed, and information sufficient to permit eVid to locate such information within the Site;
  4. Information reasonably sufficient to permit eVid to contact the complaining party, such as an address, phone number or e-mail address;
  5. A statement that the complaining party has a good faith belief that the use of the information or other materials on the Site is not authorized by the copyright owner, its agent or the law; and
  6. A statement, under penalty of perjury, that the information in the notice is accurate and that the complaining party is authorized to act on behalf of the owner of the intellectual property right that is allegedly being infringed.

CALIFORNIA BASED OPERATIONS

The Site is controlled and operated by eVid from its offices in Redondo Beach, California.  eVid makes no representation that any of the materials on the Site are appropriate for use outside of the United States.  If you access the Site from outside the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.

GOVERNING LAW AND VENUE

This Agreement shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law.  You irrevocably consent to the exclusive jurisdiction of the state or federal courts located in Los Angeles County, State of California in all disputes arising out of or related to your use of the Site.  You further agree and expressly consent to the exercise of personal jurisdiction of the state and federal courts located in Los Angeles County, State of California in all disputes arising out of or related to your use of the Site.

SURVIVAL

The provisions of this Agreement shall survive the term of your use of the Site.

SEVERABILITY; WAIVER

If, for whatever reason, any court of competent jurisdiction finds any term or condition in this Agreement to be invalid or unenforceable, all other terms and conditions herein shall remain unaffected and in full force and effect.  No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof.  No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

COMPLETE AGREEMENT

This Agreement, together with the Privacy Policy that has been incorporated by reference herein, constitute the entire agreement between eVid and you with respect to your use of the Site and the information and material thereon.

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