VidLoft Terms Of Use

VIDLOFT, LLC
TERMS OF USE
EFFECTIVE AS OF: JULY 23, 2021

The following terms of use (the “Terms” or this “Agreement”) form a binding agreement between you (“Company”, “you”, “your”, or “yours”) and VidLoft, LLC, together with its subsidiaries and affiliates (“VidLoft”, “we”, “us” or “our”), which provide for the terms, conditions, obligations, and restrictions in your access or use of the VidLoft platform, including without limitation any software and any information or services made available therein or to you in connection with same (the “Platform”).

By clicking the “Accept” button or checking the appropriate box to accept this Agreement, or by downloading, installing, accessing, or using the Platform, you acknowledge and agree that you have read this Agreement and consent to be bound by, and be subject to, the terms hereof. If you are accepting this agreement, and/or are downloading, installing, accessing or using the software for or on behalf of a corporation, organization, association, governmental unit, or other legal entity (a “Commercial Licensee”), you further agree, represent, and warrant that you (i) have the right, power, and authority to enter into this Agreement on behalf of such Commercial Licensee and bind such Commercial Licensee to all terms and conditions hereof; and (ii) are, in fact, entering into this Agreement on behalf of such Commercial Licensee and bind such Commercial Licensee to all terms and conditions hereof. If you are accepting this Agreement on behalf of a Commercial Licensee, then all references to “Company”, “you”, “your’ or “yours’ shall expressly apply to such Commercial Licensee. VidLoft’s Privacy Policy (https://vidloft.wpengine.com/privacy-policy/), which is expressly incorporated herein by reference, and which is an integral part hereof.

IF YOU DO NOT AGREE TO THESE TERMS, OR IF YOU DO NOT HAVE THE REQUISITE AUTHORITY OR CAPACITY TO ENTER INTO THEM, DO NOT CLICK THE “ACCEPT” BUTTON OR CHECK ANY BOX TO ACCEPT THESE TERMS, AND YOU MUST NOT ACCESS, OR USE THE PLATFORM. YOU AGREE AND ACKNOWLEDGE THAT DOWNLOADING, ACCESSING OR USING ANY PORTION OF THE PLATFORM OR SERVICES IN ANY MANNER CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS IN THEIR ENTIRETY.

1. Changes to this Agreement.

VidLoft retains the exclusive right, in its sole discretion, to make changes to this Agreement from time to time. Your continued access to and use of the Platform constitutes your agreement to be bound by, and your acceptance of, the terms of the Agreement posted at such time, with the effective date indicated at the beginning of this Agreement. You acknowledge and agree that you accept this Agreement (and any amendments thereto) each time you sign into your Account, access, or use the Platform. Therefore, VidLoft encourages you to review this Agreement regularly.

2. Platform

2.1 General. VidLoft shall provide the Platform and accompanying Services in accordance with Company’s Subscription, enabling Company to create, produce, manage, and share production-quality videos using Company’s Content and VidLoft’s Services, including, by way of example, Video Editing Services, Use-Based Services, Updates, Helpdesk Services, and Production Kit(s), to the extent each may be applicable hereunder, including as may be set forth on an Order Form.

2.2 Platform Use.
(a) The Platform’s functionality allows Company the ability to: (i) upload Content created by Company, its End Users, or Third parties on the Company’s behalf; (ii) review, manage, and amend the Content that it has uploaded; (iii) submit the Content to VidLoft, for its professional editing team (the “Editors”) to compile into a finished video (the “Compilation”) as part of VidLoft’s Video Editing Service process; and (iv) to manage, store, and download Compilations.
(b) Subject to Company’s compliance with the terms of this Agreement, including timely payment of Fees, VidLoft hereby grants to Company a non-exclusive, non-transferable, non-assignable, revocable, limited license to access and use the Platform and associated Services, solely through its End Users and solely during the Subscription Term (as defined herein below).
(c) Company shall be provided rights to access and use the Platform, through its End Users, for the duration of the Subscription Term, provided that each such End User is duly registered for his or her own individual Account and accepts VidLoft’s End User Terms of Use, as may be updated by VidLoft from time to time. Company shall be responsible for the actions and omissions of its End Users.

2.3 Platform Data Storage. As part of Company’s Subscription to the Platform, Company’s Account will include a dedicated volume of data storage, which Company may use to store Content and Compilations (“Platform Data Storage”). The specific amount of Platform Data Storage shall depend upon Company’s Subscription level. If Company reaches the limit of its Platform Data Storage volume, it will (a) no longer be able to upload any additional Content to the Platform; and (b) VidLoft will not be able to submit any additional Compilations to Company via to the Platform. Company will be notified via the Platform when it has reached its Platform Data Storage limit, after which, Company will need to delete Content and/or Compilations from its Account. Alternatively, VidLoft may offer to Company additional Platform Data Storage volume, for an additional recurring fee. The specific amount of additional Platform Data Storage volume and amount of the corresponding Fees will be as set forth in the applicable Order Form.

2.4 Platform Maintenance. Company acknowledges that certain maintenance activities involving the Platform may be necessary or appropriate, from time to time, including development and deployment of Updates. In most instances, the VidLoft infrastructure is designed to support Updates by the VidLoft engineering and support teams without the need to interrupt the uptime of the Platform. Where such maintenance activities are not reasonably anticipated to materially impact Company’s use of the Platform, VidLoft will have no obligation to provide notice to Company regarding such maintenance activities, although VidLoft generally endeavors to inform Company, at least twenty-four (24) hours in advance of the same, if VidLoft reasonably determines that maintenance activities will require an unavailability or outage of the Services in excess of fifteen (15) consecutive minutes. VidLoft will use commercially reasonable efforts to perform routine scheduled maintenance during non-business hours. Company acknowledges and agrees that VidLoft may develop and provide Updates in its sole discretion. VidLoft has no obligation to develop any Updates at all or for particular issues, and VidLoft expressly disclaims any liability for not doing so.

3. Services

Subject to Company’s compliance with the terms of this Agreement, including timely payment of Fees, during the Subscription Term, Company will have the ability to request Services from VidLoft. The specific Services available to Company shall correspond to the Subscription level purchased by Company.

3.1 Video Editing Services.
(a) To request Video Editing Services, Company must firstly create and upload all Content that it desires to include as part of a particular Compilation to the Platform, and then submit such Content to VidLoft through the Platform (each, a “Submission”). VidLoft shall have no obligation to accept Submissions outside of the Platform.
(b) In making each Submission, Company must have available and redeem the number of Credits that correspond to such Submission. The specific number of Credits required for a Submission may vary by the type of Submission, which VidLoft may amend from time to time, with advance notice to Company.
(c) While Company may have the ability to make multiple Submissions at one time, each Submission made shall be accepted by VidLoft individually. All Content included with a single Submission shall be included into one (1) Compilation.
(d) Upon receiving a Submission, VidLoft will confirm receipt thereof, and it will use commercially reasonable efforts to provide the Compilation to Company within the number of days specified as part of Company’s specific Subscription level (the “Turnaround Period”). Unless expressly confirmed otherwise by VidLoft on a case-by-case basis, the Turnaround Period expressly excludes weekends and federal holidays in the United States of America. Company expressly acknowledges and agrees that the Turnaround Period by VidLoft is not guaranteed and is provided on a commercially reasonable-efforts basis.
(e) Upon completing the Compilation, VidLoft shall provide the Compilation to Company for its review and approval by making it available in Platform Data Storage or otherwise to an End User, as appropriate. Company shall have ten (10) days to review the Compilation (the “Review Period”), and either accept it (an “Acceptance”) or to submit a revision request for the Compilation via the Platform (each, a “Revision Request”). Upon receiving a Revision Request, Company shall have a renewed Turnaround Period to make the requested changes and once again re-submit the Compilation to Company. Company shall, once again have the duration of the Review Period to review the Compilation and either accept it or submit another Revision Request. For each Compilation it receives from VidLoft, Company shall have the right to make the number of Revision Requests specified as part of Company’s specific Subscription level at no cost. Each additional Revision Request shall require the use and redemption of the number of Credits that correspond to such additional Revision Request. If Company does not tender its Acceptance of a Compilation provided by VidLoft or submit a Revision Request relating to same by the conclusion of the Review Period, then such Compilation shall be deemed to be accepted by Company for all purposes. Any Revision Requests for Compilations made post-Acceptance shall require the use and redemption of the number of Credits corresponding to an additional Revision Request.
(f) Company acknowledges and agrees that it is solely and exclusively responsible for the type, scope, and quality of the Content that it provides to VidLoft as part of a Submission. Accordingly, the scope and quality of each Compilation provided by VidLoft shall be subject to, and limited by, the quality and scope of the original Content files VidLoft receives from Company as part of the corresponding Submission. VidLoft shall be under no obligation to re-create or substantially alter or customize any Content.
(g) Company acknowledges and agrees that VidLoft shall have the right to final creative control with respect to its Video Editing Services and other Platform Services relating to Content comprising a Submission, for the purpose of providing to Company a production-quality Compilation. As a result, certain portions of the Content may be edited, enhanced, cut, or omitted, as determined by VidLoft in its sole discretion.

(h) VidLoft agrees to exercise reasonable care and judgment in reviewing Submissions made by Company. If all or any portion of the Content submitted is missing, corrupted, defective, or, in VidLoft’s reasonable judgment, of a quality that will not yield a successful Compilation, VidLoft will notify Company thereof. Company shall then have the ability to re-submit Content or submit additional Content, or to request that VidLoft proceed with the original Content provided in the Submission. Upon such an event, the Turnaround Period shall pause, and VidLoft will take no further action until receiving either the required Content or instructions to proceed as-is from Company. IF COMPANY ELECTS TO ISSUE INSTRUCTIONS TO PROCEED WITH VIDEO EDITING SERVICES DESPITE VIDLOFT’S OBJECTIONS ABOUT THE QUALITY, TYPE, OR SCOPE OF THE CONTENT AVAILABLE, VIDLOFT HEREBY DISCLAIMS AND ALL RESPONSIBILITY AND WARRANTIES FOR THE QUALITY, COMPLETION LEVEL, OR ANY OTHER ATTRIBUTE OF THE RESULTING COMPILATION.

3.2 Onboarding Services. If offered by VidLoft, Company may have the option to request Services, for an additional Fee, in connection with Platform onboarding and Account setup for Company and its End Users. Any Services in connection with onboarding, if and as applicable, shall be set forth in a corresponding Order Form which will be attached to and become part of the Agreement. Each Order Form may contain terms and obligations that are different from, or that in addition to, those set forth in this Agreement, subject to Section 13.4(a) hereof.
3.3 Training Services. VidLoft makes available for Company and End Users training Documentation, which may include videos, articles, and other Materials, as part of Company’s Subscription and at no additional cost. If offered by VidLoft, however, Company may have the option to request Services, for an additional Fee, for training Company and its End Users in the use of the Platform and Production Kits. Any Services in connection with training, if and as applicable, shall be set forth in a corresponding Order Form that shall reference and become part of this Agreement. Each Order Form may contain terms and obligations that are different from, or that in addition to, those set forth in this Agreement, subject to Section 13.4(a) hereof.
3.4 Helpdesk Services. Unless otherwise set forth in Company’s specific Subscription level, or unless otherwise agreed to by VidLoft and Company, VidLoft will provide Helpdesk Services in connection with its Platform and Services to Company and End Users solely via email. Furthermore, unless otherwise set forth in Company’s specific Subscription level, or unless otherwise agreed to by VidLoft and Helpdesk Services will be provided during VidLoft’s normal business, which are generally Monday through Friday, 9:00am through 5:00pm US Eastern Time, exclusive of US federal holidays.
3.5 Additional Services. To the extent the same is expressly set forth in an Order Form, Company may be provided the option to receive or purchase additional customizations or enhancements to the Services (the “Additional Services”). The delivery of and fees for the Additional Services will be as set forth in the applicable Order Form.
3.6 Third Party Services. Company may be provided by VidLoft with the option to receive services from a Third Party (via the Platform or otherwise). Such Third Party may, but need not, be an Affiliate of VidLoft. Company acknowledges and agrees that any such option to receive Third Party services are at Company’s sole discretion, and VidLoft makes no recommendations or representations about the abilities or availability of any such Third Party. Any such relationship shall be governed solely by any express agreement(s) between Company and such Third Party, unless Vidloft expressly agrees to be a party to such agreement(s).
3.7 Instructions from End Users. Company acknowledges and agrees that, in connection with any Services, VidLoft shall have the right to take instructions from, and rely upon information provided by, any Company End User registered in connection with Company’s Platform Account, and any such End User shall be deemed to have the necessary authority to act on Company’s behalf in connection with the Platform and Services, expressly to include, but not limited to, Company’s authorization of Fees, Submissions, Use-Based Services, Additional Credits, and Add-On Kits.

4. Production Kits.

Subject to Company’s compliance with the terms of this Agreement, including timely payment of Fees, during the Subscription Term, VidLoft will supply to Company one or more Production Kits unless otherwise set forth in the Order Form.

4.1 Availability of Production Kits.
(a) The specific number of Production Kits available to Company shall correspond to the Subscription level purchased by Company.
(b) VidLoft may make available Add-On Kits to Company, in exchange for the payment of an additional recurring Fee. Any Add-On Kits, if available and if requested by Company, shall be set forth in a corresponding Order Form that shall reference and become part of this Agreement. Each Order Form may contain terms and obligations that are different from, or that in addition to, those set forth in this Agreement, subject to Section 13.4(a) hereof.

4.2 Use of Production Kits.
(a) Production Kits are provided to Company solely for Company’s use in connection with the Platform and the Services, to assist Company in generating high quality Content. Company acknowledges and agrees that Production Kits are not sold Company but provided for Company’s temporary use during the Subscription Term.
(b) Company agrees to utilize Production Kits that it receives for the purpose of creating Content for use with the Platform and the Services.
(c) Company agrees to utilize all Production Kits provided by VidLoft hereunder only within the United States of America, and Company must not remove them outside of the United States of America for any reason without VidLoft’s written permission in advance of such removal.

4.3 Receipt, Storage, and Maintenance of Production Kits.
(a) To receive Production Kits pursuant to the Subscription level selected by Company, Company must provide VidLoft with (i) the mailing address to which Production Kits will be shipped; and (ii) the address of the location where such Production Kits are expected to be stored. To avoid delays and issues with shipping, Company agrees to promptly update VidLoft of any changes to Company’s shipping address for Production Kits.
(b) Company agrees to store, use, and maintain the Production Kits in the same manner in which it stores, uses, and maintains its own equipment of a similar type, but in any event, with no less than a commercially reasonable degree of care. Company shall be responsible for any loss of, or damage or destruction to, the Production Kits for any reason (other than Normal Wear and Tear), including without limitation, due to theft, loss, mysterious disappearance, fire, drops, functional damage, or any other cause. For the purposes of this Section, “Normal Wear and Tear” means non-functional damage to the Production Kits due to normal use. If Company returns a Production Kit that is damaged beyond Normal Wear and Tear, then Company agrees to reimburse VidLoft for the price of repairing or replacing the Production Kit, as determined in VidLoft’s reasonable discretion, up to the full retail value of the Production Kit.
(c) In the event that any Production Kit in use with Company is damaged during the shipping process to Company, Company must note the damage with the carrier at the time of delivery, and further notify VidLoft. Company is responsible for inspecting each Production Kit that it receives for damage before accepting the delivery thereof from the carrier; if Company does not note damage at the time of delivery (unless it is latent), then Company shall be responsible for repair or replacement costs.
(d) In the event that any equipment that is included as part of a Production Kit is defective or begins to malfunction, Company may request a replacement thereof from VidLoft. VidLoft may ship to Company the individual piece of equipment or an entire replacement Production Kit, at VidLoft’s sole discretion. VidLoft will also provide shipping instructions (including those related to labeling and packaging) for return of defective or malfunctioning equipment, and Company agrees to comply with such instructions. In the event that, upon inspection, VidLoft determines that malfunction is the result of Company-caused damage to the equipment (except due to Normal Wear and Tear), then Company shall be responsible for repair or replacement costs of such equipment.

4.4 Ownership of Production Kits; Disclaimer of Warranty for Production Kits.
(a) Company expressly acknowledges and agrees that each Production Kit made available for Company use is, and shall remain, the sole and exclusive property of VidLoft in all events. VidLoft expressly reserves all right, title, and interest in and to all Production Kits provided to Company, and VidLoft shall have the right to take actions it deems necessary to ensure return or recompense for each Production Kit, including without limitation, perfecting VidLoft’s security interest in each Production Kit. Upon VidLoft’s request, Company shall cooperate with VidLoft to complete any document reasonably necessary to perfect VidLoft’s security interest in each Production Kit. Company agrees that it shall not, at any time, sell, transfer, lend, lease, trade, pledge, hypothecate, encumber, file liens involving, whether voluntarily or otherwise, any Production Kit provided to Company by VidLoft hereunder.
(b) Company acknowledges and agrees that VidLoft is not a manufacturer or distributor of any equipment contained as part of the Production Kits, and provides them to Company for Company’s convenience, to assist in Company’s internal Content generation. Accordingly, ALL PRODUCTION KITS AND ALL EQUIPMENT CONTAINED THEREIN ARE PROVIDED BY VIDLOFT TO CUSTOMER ON AN ‘AS-IS’ BASIS, WITH ALL FAULTS, AND WITHOUT ANY WARRANTIES WHATSOEVER. WITH RESPECT TO PRODUCTION KITS AND ALL EQUIPMENT CONTAINED THEREIN, VIDLOFT EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE.

4.5 Return of Production Kits.
(a) Upon termination of this Agreement for any reason, Company must return to VidLoft all Production Kits in Company’s possession within fifteen (15) days thereof.
(b) In the event of a cancellation or downgrade of a particular Subscription, Company must return to VidLoft all Production Kits in connection with that Subscription within fifteen (15) days: (a) after the last day of the cancelled Subscription; or (b) following a downgrade in a Subscription, which results in a reduction in the number of Production Kits available to Company at the new Subscription level (except to the extent such new Subscription level permits the retention of one or more Production Kits by the Company).
(c) In the event of a voluntary request by Company to return an Add-On Kit, Company must return to VidLoft the Add-On Kit subject to return within fifteen (15) days of the return date provided by VidLoft. In VidLoft’s sole discretion, Add-On Kits requested to be returned and not timely returned shall continue to incur Fees to account for the Company’s on-going retention or omission to return the Add-On Kits, as may be appropriate, or else shall incur the requisite Holdover Kit Rental Fee (as defined below) and related costs, fees and expenses as set forth in Section 4(d) below.
(d) In the event that Company fails to return a Subscription Kit as set forth in this Section 4, VidLoft reserves the right to charge Company a rental fee for each Production Kit at a rate of four hundred dollars ($400) per month (the “Holdover Kit Rental Fee”), which amount may be amended by VidLoft at any time in VidLoft’s sole discretion, with advance notice to Company. Company shall be responsible for reimbursing VidLoft for all costs, fees, and expenses (including without limitation, attorneys’ fees) that may arise in the course of collecting Holdover Kit Rental Fee amounts and in VidLoft seeking return of Production Kits from Company.

5. Intellectual Property Rights.

5.1 For the Parties. All Intellectual Property Rights belonging to a Party prior to entering into the Agreement shall remain vested in that Party.
5.2 For VidLoft. All title, ownership rights, and Intellectual Property Rights in and to the Platform, Documentation, the VidLoft Materials, Production Kits (to the extent applicable), all VidLoft Marks, and all Feedback (and all Derivative Works and copies thereof) are and will remain owned exclusively by VidLoft Company (and/or its licensors, as applicable). Company acknowledges that the Platform, in source code form, remains proprietary information of VidLoft and that the source code is not licensed to Company by this Agreement or any Order Form, and will not be provided or escrowed by VidLoft. Company further acknowledges and agrees that the Platform is the product of substantial expenditure by VidLoft of labor, skill, and money, and Company’s use of the Platform in contravention of this Agreement would misappropriate the benefits of those expenditures. VidLoft will also retain all Intellectual Property Rights in any Services (except for any Content and Compilations, which are expressly excluded), unless the Parties agree that the same are intended to be transferred to Company in connection with the performance of and payment therefor, as indicated in the applicable Order Form.
5.3 For Company. All title, ownership rights, and Intellectual Property Rights in and to (a) Company data and any other Company Materials that Company owns; (b) Content or other Company Materials that Company uploads to the Platform; and (c) Compilations that Company receives from VidLoft that Company receives as the result of the Services, will remain owned exclusively by Company (and/or its licensors, as applicable).
5.4 Content. The role of VidLoft is only to provide Company with the Services and access to the Platform. Company shall be solely and exclusively responsible for Content that it may use in conjunction with its use of the Platform and/or the Services. Accordingly, Company is solely and exclusively responsible for ensuring that (i) it has all of the rights, licenses, and privileges that are required for all Content that it posts, publishes, transmits, or otherwise makes available through the use of the Platform (whether such content is utilized by/for Company itself, or by/for its clients), and (ii) no portion of the Content is unlawful or infringes upon the rights of any Third Party. At no time shall VidLoft be responsible for any Content that Company uploads to, or that is transmitted through, the Platform, or otherwise provided to VidLoft. VidLoft shall have the right, in its sole discretion, to restrict, limit, or reject the posting, publication, use, storage, or transmission of any Content via the Platform and to remove any Content that has previously been uploaded or transmitted (including Compilations and Content that has been included as part of a Compilation). VIDLOFT MAKES NO REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER ABOUT ANY CONTENT UTILIZED, UPLOADING, OR TRANSMITTED BY COMPANY, ITS END USERS, OR OTHERWISE, AND EXPRESSLY DISCLAIMS ANY LIABILITY WHATSOEVER THAT MAY ARISE OUT OF THE USE, UPLOADING, STORAGE, TRANSMISSION OF ANY CONTENT (OR USE, SHARING, STORAGE, AND TRANSMISSION OF ANY COMPILATIONS).

6. Fees and Payment Terms.

6.1 Fees.
(a) All Fees, inclusive of Fees relating to access to the Platform, Subscriptions, Services, Add-On Kits, Additional Credits, and any other goods or services made available by VidLoft from time to time and ordered by Company, shall be payable by Company on the terms set forth on the applicable Order Form.
(b) For each Subscription, Company agrees to pay the total of all Fees corresponding to each such Subscription, for the entire Subscription Term.
(c) Except as expressly set forth otherwise in an Order Form, all Fees shall be due and payable on a monthly basis (a “Billing Period”) in advance, initially on the Effective Date hereof, and subsequently on the same day of each subsequent calendar month (the “Billing Date”). Company may be provided with the option to prepay Fees in advance on a quarterly or annual basis, in which event VidLoft may offer certain discounts or other incentives, as set forth in the applicable Order Form.

6.2 Payment.
(a) Company expressly agrees to timely pay all Fees due, no later than the Billing Date. For all Fees occurring on a recurring basis, Company agrees to provide VidLoft with a bank account and/or a payment card for use as a payment method; Company further expressly authorizes VidLoft to withdraw funds from the bank account and/or charge the payment card provided by Company for the full amount of the Fees, on or about each Billing Date on a recurring basis, until Company terminates this Agreement or affirmatively cancels the Subscription for which the Fees are collected, in accordance with this Agreement.
(b) All Fees paid by Company under this Agreement, including all prepayments, are final and are non-refundable for any reason, even in the event of early termination or cancellation of a Subscription.

6.3 Acceleration. In the event of termination of this Agreement for any reason other than termination by Company due to breach by VidLoft, the due dates for payment of all Fees (including for all Subscriptions) will automatically be accelerated so that they become due and payable on the date of termination, even if longer terms had been provided previously.

6.4 Price Changes.
(a) VidLoft may, in its sole discretion, amend its Fees and pricing structure for payment of Fees in connection with the Platform, Services, and Subscriptions. All changes in Fees shall be communicated by VidLoft to Company no less than thirty (30) days prior to the effective date of such change. Notwithstanding anything to the contrary herein, for each Subscription, changes to Fees due will take effect only upon the renewal of a Subscription Term of that Subscription.
(b) In addition to the foregoing, to the extent that one or more Third Party providers impose increased costs or expenses on VidLoft that materially affect VidLoft’s cost of delivering one or more Subscriptions to Company, VidLoft reserves the right, in its sole discretion, to propose to pass through any such increased costs and expenses to Company by reasonably increasing the Fees as set forth on the applicable Order Form with respect to the applicable Subscription(s) upon at least thirty (30) days’ prior notice to Company; provided that if Company does not promptly agree in writing to any such increase, then VidLoft may in its sole discretion elect to terminate the applicable Subscription(s) immediately.

6.5 Late Payment. Company’s late payments will accrue interest in the amount of one and one-half percent (1.5%) per month, or the maximum interest allowed under applicable law, whichever is less, on all balances not paid when due on account of all invoices which are not reasonably in dispute. Company shall reimburse VidLoft for all costs incurred by VidLoft in collecting any late payments or interest, including attorneys’ fees, in an amount not to exceed fifteen percent (15.0%) or the maximum amount allowed under applicable law, whichever is less, of the outstanding amount owed, court costs and collection agency fees. VidLoft may, at its option, upon notice and a reasonable opportunity to cure, suspend Company’s access to the Platform, Subscriptions, use of Credits, and provision of the Services, in whole or in part, if VidLoft does not receive all amounts which are due and owing, and not reasonably in dispute, under the Agreement when due; provided that it shall restore normal services promptly upon the clearance of any such disputed amounts.

6.6 Taxes. Unless otherwise required by applicable law, the Fees and expenses due to VidLoft as set forth in the Agreement shall be paid free and clear of any deduction or withholding on account of taxes. Company shall be responsible for all sales, use, value-added, ad valorem or other taxes (including fees, tariffs, levies, duties or charges in the nature of a tax) imposed by any governmental entity upon the sale, use or receipt of the Services (other than taxes based solely on VidLoft’s income). If and when VidLoft has the legal obligation to collect such taxes, VidLoft will invoice Company the amount of such taxes, and Company will pay such amount, unless Company provides VidLoft with a valid tax exemption certificate authorized by the appropriate taxing authority. Company will provide VidLoft with official receipts issued by the appropriate taxing authority or such other evidence as is reasonably requested by VidLoft to establish that such taxes have been paid. The Parties shall reasonably cooperate to more accurately determine each Party’s tax liability and to minimize such liability to the extent legally permissible.

7. Company Obligations.

7.1 Technical Requirements. Company must have the required equipment, software, and Internet access to be able to use the Platform. Acquiring, installing, maintaining and operating equipment, as well as Internet access, is solely Company’s responsibility, except as otherwise expressly provided in an Order Form. VidLoft neither represents nor warrants that the Platform will be accessible through all internet browser releases or all versions of tablets, smartphones, or other computing devices, except for the browsers expressly set in the Documentation made available by VidLoft, if and as applicable, and which VidLoft may update from time to time in its sole discretion.

7.2 Use of Services Restrictions. Company shall not and shall not knowingly permit others in using the VidLoft website, the Platform, or the Services to: (i) defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as rights of privacy, publicity and intellectual property) of others or VidLoft; (ii) publish, ship, distribute or disseminate any harmful, inappropriate, profane, vulgar, infringing, obscene, false, fraudulent, tortious, indecent, unlawful, immoral or otherwise objectionable material or information (including any unsolicited commercial communications); (iii) publish, ship, distribute or disseminate material or information that encourages conduct that constitutes a criminal offense; (iv) misrepresent or in any other way falsely identify Company’s identity or affiliation, including through impersonation or altering any technical information in communications using the Platform or the Services; (v) knowingly transmit or upload any material through the Platform containing viruses, Trojan horses, worms, time bombs, cancelbots, or any other programs with the intent or effect of damaging, destroying, disrupting or otherwise impairing VidLoft’s, or any other person’s or entity’s, network, computer system, or other equipment; (vi) interfere with or disrupt the Platform, networks or servers connected to the VidLoft systems or violate the regulations, policies or procedures of such networks or servers, including unlawful or unauthorized altering of any of the information submitted through the Platform; (vii) attempt to gain unauthorized access to the Platform, other VidLoft customers’ computer systems or networks using the Platform through any means; (viii) copy, modify or create derivative works or improvements of the Platform; (ix) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Platform, in whole or in part; (x) bypass or breach any security device or protection used by the Platform or access or use the Platform other than through the use of then valid access credentials; (xi) remove, delete, alter or obscure any trademarks, Documentation, warranties or disclaimers, or any copyright, trademark, patent or other Intellectual Property Rights notices from any the Platform; (xii) access or use the Platform for purposes of competitive analysis of the Services or the Platform, or the development, provision or use of a competing software service or product or any other purpose that is to VidLoft’s detriment or commercial disadvantage; or (xiii) interfere with another party’s use of the Platform or the Services. VidLoft has no obligation to monitor Company’s use of the Platform; however, VidLoft reserves the right, at all times, to monitor such use, and to review, retain and disclose any information as necessary to ensure compliance with any applicable law, regulation or governmental request.

7.3 Account Activation. VidLoft will provide Company with a master Account in order to access and use the Platform. Company may further be granted the ability to create additional sub-Accounts for use by its End Users. Company is fully responsible for all actions and activities performed on or through Company’s Account and those of its End Users. Company agrees that Company and each End User will: (a) provide true, accurate, current and complete information as prompted by the registration form; (b) maintain and promptly update the registration data to ensure the information is always true, accurate, current and complete; (c) upon receiving knowledge, immediately inform VidLoft of any unauthorized use of an Account or any other breach of security; and (d) exit from the Account at the end of each work session. VidLoft undertakes no obligation to verify the data provided by Company or its End Users. However, if VidLoft finds or reasonably suspects that the provided information is untrue, inaccurate, not current or incomplete, VidLoft may suspend Company’s Account, and suspend or terminate an End User’s Account until such information is updated and verified.

7.4 Password and Account Confidentiality. Each End User that uses the Platform must choose a password when registering. Company shall cause End Users to maintain the confidentiality of the passwords and Accounts. Company will also be assigned a password or passwords for access to and use of the Platform. Company acknowledges that once the initial password provided to Company is changed, VidLoft does not retain the technical ability to retrieve such passwords. Company is fully responsible for all activities that occur using Company and End User Accounts and passwords. Company acknowledges and agrees that VidLoft shall not be liable for any loss that Company or any End User may incur as a result of someone else using an Account or password that has been assigned to or obtained by Company or its End Users, either with or without the knowledge of Company or the applicable End User; nor shall VidLoft be liable or responsible for any unauthorized access or misuse of the Platform by Company or any of its End Users.

7.5 Compliance with Law. Both Parties represent and warrant that they will observe and comply with all applicable laws in connection with their performance under this Agreement. Company will notify VidLoft, promptly and without any undue delay, of any discovered unauthorized use of the Platform or any other breach of security that is known or reasonably suspected by Company. VidLoft may suspend the Services, upon notice and a reasonable opportunity to cure, in the event of a material violation by Company of any obligation contained in this Section 7, until such violation ceases, and VidLoft receives reasonable assurances that such violation will not continue. If VidLoft believes, in its sole discretion, that the VidLoft Platform or Services are being used for criminal activity, in a manner that violates the legal rights of VidLoft, VidLoft’s customers, any user or other Third Party, or is experiencing an actual data loss or data misappropriation, or that the continued operation of the VidLoft Systems places the VidLoft Systems in potential danger of data loss, data breach, or catastrophic failure, then Vidloft may effect such suspension prior to the giving of such notice to Company.

8. Non-Disclosure; Confidentiality; Data Protection.

8.1 Disclosure. Each Party may disclose to the other party certain Confidential Information of such Party or of such Party’s associated companies, distributors, licensors, suppliers, or customers. For purposes of this Agreement, “Confidential Information” means information, that is of value to its owner and is treated as confidential (including all information which is subject to treatment as a ‘trade secret’ under applicable law); the “Disclosing Party” refers to the Party disclosing Confidential Information hereunder, whether such disclosure is directly from the Disclosing Party or through the Disclosing Party’s employees or agents; and “Recipient” refers to the Party receiving any Confidential Information hereunder, whether such disclosure is received directly or through Recipient’s employees or agents.

8.2 Requirement of Confidentiality.
(a) The Recipient agrees to hold all Confidential Information disclosed by to the Recipient by the Disclosing Party in confidence and not to, directly or indirectly, copy, reproduce, distribute, manufacture, duplicate, reveal, report, publish, disclose, cause to be disclosed, or otherwise transfer the Confidential Information disclosed by the Disclosing Party to any Third Party, or utilize the Confidential Information disclosed by the Disclosing Party for any purpose whatsoever other than as expressly contemplated by the Agreement.
(b) Company acknowledges that the Platform and Documentation, as well as all each Order Form issued in connection with this Agreement, are the Confidential Information of VidLoft.
(c) With regard to all Confidential Information, the obligations in this Section 8.2 shall continue for the Term of the Agreement and for a period of three (3) years thereafter; provided, however, that, with respect to any Confidential Information which is a trade secret under applicable law, the obligations shall continue in perpetuity for so long as such information is considered a trade secret.
(d) The foregoing obligations shall not apply if and to the extent that: (i) the Recipient establishes that the information communicated was publicly known at the time of the Recipient’s receipt or has become publicly known other than by a breach of this Agreement; (ii) prior to disclosure hereunder was already in the Recipient’s possession without restriction as evidenced by appropriate documentation; (iii) subsequent to any disclosure hereunder, the information is obtained by the Recipient on a non-confidential basis from a Third Party who has the right to disclose such information; or (iv) was developed by the Recipient without any use of any of the Confidential Information as evidenced by appropriate documentation. Notwithstanding anything to the contrary herein, if the Recipient is ordered by an administrative agency or other governmental body of competent jurisdiction to disclose the Confidential Information, then the Recipient may disclose the requested Confidential Information; provided, however, that, the Recipient shall first notify the Disclosing Party prior to disclosure, if allowed by law, in order to give the Disclosing Party a reasonable opportunity to seek an appropriate protective order or waive compliance with the terms of this Agreement and shall disclose only that part of the Confidential Information which the Recipient is required to disclose.

8.3 Return of Materials. Upon the request of the Disclosing Party or upon the expiration or termination of the Agreement, the Recipient shall promptly destroy or deliver to the Disclosing Party its Confidential Information and any notes, extracts or other reproductions in whole or in part relating thereto, without retaining any copy thereof. Notwithstanding the foregoing, the Recipient shall be permitted to retain such copies of Confidential Information as may be reasonably necessary for legal or recordkeeping purposes, including such copies as are embedded in the automated backup of electronic data processing systems.

8.4 Data Use. Company hereby acknowledges and agrees that VidLoft has a perpetual and irrevocable right to use and evaluate all Feedback for VidLoft’s own purposes. Company hereby acknowledges and agrees that VidLoft has a perpetual and irrevocable right to use all Feedback and may use the Feedback without accounting or compensation to Company. Company will not provide any Feedback unless Company has all rights necessary to do so. Company hereby assigns to VidLoft Company’s entire right, title and interest (including, without limitation, all patent rights, design rights, copyrights and trade secrets) in any modifications or improvements to the Platform which Company may propose or make, either alone or jointly with VidLoft. Company agrees that any Feedback may be used for the purposes of analysis, including statistical analysis, trend analysis, creation of data models, and creation of statistical rules; provided that such analysis shall be performed solely by VidLoft and such analysis shall be performed only in conjunction with data derived by VidLoft from VidLoft’s performance of services for other customers, input by other VidLoft customers or obtained from party data sources. The results of such analysis (“De-identified Data”) may be used by VidLoft for any lawful internal purpose, including determining future hardware and communications needs for VidLoft systems and determining trends associated with warehouse use, operation, and efficacy, but shall not be sold to any third-party or used for any other commercial purpose.

8.5 Protection of Company’s Proprietary Information. VidLoft agrees to use its best efforts in accordance with industry best practices to implement administrative, physical and technical safeguards necessary to ensure the security, confidentiality and integrity of Company’s Confidential Information and other proprietary information. Except as otherwise provided herein, VidLoft shall only use Company’s Confidential Information to the extent required for the proper delivery of the Services, including as necessary or appropriate to prevent technical problems (e.g., to resolve issues related to technical support).
8.6 Processing of Personal Data. To the extent that VidLoft processes personal data, VidLoft shall do so in accordance with the VidLoft Privacy Policy.

9. Limited Warranty; Disclaimer of Warranties.

9.1 VidLoft Representations. VidLoft represents and warrants that: (i) it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) it has all rights, licenses, consents and authorizations necessary to grant the rights and licenses granted in this Agreement; (iii) the Platform will operate substantially in conformity with its Documentation under normal use and circumstances; (iv) it shall comply with applicable federal, state and local laws, rules, and regulations when performing its obligations under this Agreement; and (v) to VidLoft’s knowledge, the Platform does not contain, and will not transmit to Company or its systems, any viruses, Trojan horses, timebombs, or any other code, programs or mechanisms that disrupt, modify, delete, harm, or otherwise impede the operation of computer systems.

9.2 No Other Warranties. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER VIDLOFT, ITS AFFILIATES, LICENSORS OR SUPPLIERS, NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES MAKES ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, OR REPRESENTATIONS TO COMPANY, OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO THE PLATFORM, SERVICES, COMPILATIONS, OR PRODUCTION KITS, OR OTHERWISE REGARDING THE AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY, AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORM, SERVICES, COMPILATIONS, AND PRODUCTION KITS ARE PROVIDED TO COMPANY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ARE FOR COMMERCIAL USE ONLY.

9.3 Disclaimer of Warranties. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. NO WARRANTY IS MADE THAT USE OF THE PLATFORM OR SERVICES WILL BE TIMELY, ERROR FREE OR UNINTERRUPTED, THAT ANY NON-MATERIAL ERRORS OR DEFECTS IN THE PLATFORM OR SERVICES WILL BE CORRECTED, THAT THE SYSTEMS THAT MAKES THE PLATFORM AND SERVICES AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS – INCLUDING BUT NOT LIMITED TO ANY SYSTEMS MAINTAINED BY AN INTERNET SERVICE PROVIDER – OR THAT THE PLATFORM WILL OPERATE IN COMBINATION WITH HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED OR RECOMMENDED BY VIDLOFT, OR THAT THE PLATFORM FUNCTIONALITY WILL MEET COMPANY’S REQUIREMENTS. COMPANY ASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THE PLATFORM IS ACCURATE OR SUFFICIENT FOR COMPANY’S PURPOSE.

9.4 No Warranties for Third Party Services. VIDLOFT MAKES NO REPRESENTATION OR WARRANTY REGARDING ANY PRODUCTS OR SERVICES OFFERED OR PROVIDED BY ANY THIRD PARTY. ANY AND ALL SUCH THIRD-PARTY PRODUCTS AND/OR SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS.”

10. Limitation of Liability.

10.1 Exclusions of Liability. Except in connection with and to the extent of any breach of a Party’s obligations of confidentiality or any indemnification obligations hereunder, in no event shall either Party, its affiliates, licensors or suppliers, or any of their officers, directors, employees, shareholders, agents or representatives be liable to the other Party, or any other person or entity for any indirect, special, incidental, exemplary or consequential damages or loss of goodwill under or in any way relating to this Agreement or resulting from the use of or inability to use the deliverables or the performance or non-performance of any Services, including the failure of essential purpose, even if such Party has been notified of the possibility or likelihood of such damages occurring, and whether such liability is based on any legal or equitable theory, including, but not limited to, contract, tort, negligence, strict liability, products liability or otherwise.

10.2 Maximum Liability. Except for claims arising (a) in connection with and to the extent of any breach of a Party’s obligations of confidentiality hereunder, (b) in connection with a Party’s obligations of indemnification pursuant to Section 11, or (c) in connection with contractual payment obligations hereunder, in no event shall either Party’s liability for any damages to the other Party, or to any other person or entity, regardless of the form of action, whether based on contract, tort, negligence, strict liability, products liability or otherwise, exceed the pro rata portion of Fees received by VidLoft from Company applicable to the six (6) month period immediately preceding the events giving rise to such action.

11. Indemnification.

11.1 By VidLoft. VidLoft will defend, indemnify and hold Company and its officers, directors, and employees harmless from and against any and all liabilities, costs, damages and expenses (including reasonable attorneys’ fees) finally awarded in an action brought by a Third Party against Company to the extent that such action is based on a claim that the Platform, as used in accordance with the Agreement, directly infringes any Third Party’s Intellectual Property Rights. If a claim of infringement is made, VidLoft will, at VidLoft’s expense and option: (i) obtain for Company the right to continue use of the Platform; (ii) replace or modify the Platform so that it becomes non-infringing; or (iii) if VidLoft determines that (i) and (ii) are not commercially reasonable, then VidLoft may terminate Company’s Subscription(s) and refund to Company any prepaid Fees for the remaining portion of the Subscription Term. VidLoft will have no liability to Company under this Section 11.1 for any claim of infringement to the extent the same is based on: (a) VidLoft’s use of Content; (b) the use of the Platform in combination with any computer program, data, apparatus, or device not provided or recommended by VidLoft, if the infringement would not have occurred but for such combination; (c) any modification of the Platform by any person or entity other than VidLoft; or (d) Company’s use of the Platform in a manner that is not permitted under the Agreement. This Section 11.1 represents VidLoft’s entire liability and Company’s sole and exclusive remedy for any Third-Party claim of Intellectual Property Rights infringement.

11.2 By Company. Company will defend, indemnify and hold VidLoft and its officers, directors, and employees harmless from and against any and all liabilities, costs, damages and expenses (including reasonable attorneys’ fees) arising out of or in connection with any action brought by a Third Party against VidLoft to the extent that such action is based on a claim that: (a) Content infringes the rights of any person or entity, including without limitation, any Intellectual Property Rights or rights of privacy or publicity; or (b) VidLoft’s use of Content as set forth herein caused damage to a Third Party.

11.3 Procedures. All of the indemnification obligations set forth above in this Section 11 are conditioned on the Party seeking indemnification (the “Indemnified Party”): (i) notifying the Party providing the indemnification (the “Indemnifying Party”) in writing within thirty (30) days of the Indemnified Party’s receipt of any such claim; (ii) giving the Indemnifying Party sole control of the defense thereof and any related settlement negotiations; and (iii) cooperating and, at the Indemnifying Party’s request and expense, assisting in such defense.

12. Term and Termination; Pausing Subscription.

12.1 Term of Agreement. The term of this Agreement shall begin on the Effective Date and, unless earlier terminated as set forth in this Agreement, shall continue for as long as Company has an active Subscription to the Platform (the “Term”).
12.2 Subscription Term. Except as otherwise provided in an Order Form, each Subscription shall begin on the Effective Date and shall continue for a duration of one (1) year (each, a “Subscription Term”).
12.3 Renewal. Except as otherwise provided in an Order Form, each Subscription Term shall automatically renew for a successive Subscription Term of the same duration, unless either Party provides the other Party with written notice of its intent not to renew no less than thirty (30) days prior to the expiration of the then-current Subscription Term.

12.4 Termination.
(a) Either Party may terminate this Agreement or any Subscription: (i) upon thirty (30) days’ written notice if the other Party is in material breach of this Agreement and fails to cure such breach within such thirty (30) day period; or (ii) immediately if the other Party: (A) terminates or suspends its business activities; (B) becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or (C) becomes subject to any bankruptcy or insolvency proceeding under federal or state law.
(b) In addition to the foregoing, VidLoft may terminate this Agreement or any Subscription immediately, upon written notice, if Company breached the provisions of Section 2.2 or Section 7.2 hereof.

12.5 Effect of Termination. Upon termination of this Agreement for any reason: (i) all Subscriptions shall automatically terminate; (ii) Company shall immediately cease all use of and access to the Platform, the Documentation and VidLoft Materials; (iii) each Party shall return to the Disclosing Party or destroy all Confidential Information in its possession, as provided in Section 8.3; (iv) Company shall return to VidLoft all Production Kits in its possession as provided in Section 4.5; and (v) all Fees that have been earned but are unpaid shall become immediately due and payable. In addition to the foregoing, following termination of the Agreement, VidLoft may, in its sole discretion and without notice to Company, delete all Content and Compilations that may remain in Company’s Account or Platform Data Storage.

12.6 Survival. The provisions of Sections 1, 2.3, 4.4, 4.5, 5, 6, 7.2, 7.4, 8, 9, 10, 11, 12.5, 12.6, and 13 shall survive any termination or expiration of the Agreement.

13. General.

13.1 Authority. Each Party represents and warrants that it has the legal right, power and authority to enter into the Agreement and to perform its obligations under the Agreement.
13.2 Governing Law; Venue. The Agreement will be governed by the laws of the State of Florida, without regard to its conflict of laws principles. Any action or proceeding arising from or relating to the Agreement must be brought in a federal or state court for Orange County, Florida, and each Party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding.
13.3 Notices. Any notice or other communication required or permitted under the Agreement shall be given in writing and shall be deemed to have been delivered (i) when delivered personally; (ii) one (1) business day after being sent by a nationally recognized overnight courier; (iii) three (3) business days after being deposited in the United States mail, registered or certified, with postage prepaid; or (iv) when sent via email, provided that the sender does not receive an automated notification that the email message was not delivered. Notices to VidLoft shall be sent to: legal@vidloft.com. Notices to Company shall be sent to the address and/or email address provided by Company to VidLoft in connection with Company’s Account. Either Party may change its address for notice by giving written notice of such change to the other Party.

13.4 Assignment. Company may not assign the Agreement, in whole or in part, without VidLoft’s prior written consent, except in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempt to assign the Agreement in violation of this Section 13.4 shall be null and void. The Agreement will be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
13.5 Relationship of the Parties. The Parties are independent contractors, and nothing in the Agreement shall be construed to create a partnership, joint venture, or agency relationship between the Parties. Neither Party has any authority to bind the other Party or to incur any obligation on the other Party’s behalf.
13.6 Severability. If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect.

13.7 Entire Agreement. The Agreement, including all Order Forms and any other documents expressly incorporated herein by reference, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, agreements, or understandings, whether oral or written, between the Parties with respect to such subject matter. The Agreement may not be amended except in a writing signed by both Parties.
13.8 Waiver. The failure of either Party to enforce any right or provision of the Agreement will not be deemed a waiver of such right or provision.
13.9 Force Majeure. Neither Party will be liable for any failure or delay in its performance under the Agreement (except for payment obligations) due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation, facilities, fuel, energy, labor, or materials.
13.10 Non-Solicitation. During the Term of the Agreement and for a period of one (1) year thereafter, Company agrees not to solicit for employment or hire any employee or independent contractor of VidLoft who was involved in the performance of the Agreement, without VidLoft’s prior written consent.

Definitions
“Services” collectively refers to all services VidLoft makes available including Video Editing Services, Use-Based Services, Onboarding Services, Helpdesk Services, and Training Services.
“Subscription” means a recurring payment plan for access to and use of the Platform and Services for a Subscription Term, as set forth in an Order Form.
“Third Party” means any person or entity other than VidLoft and Company.
“Update” means any update, upgrade, enhancement, or other modification to the Platform that VidLoft makes generally available to its customers.
“Use-Based Services” means any Services that are provided on a use-based or ad-hoc basis, and which are not included as part of a Subscription.
“Video Editing Service” means the professional editing services provided by VidLoft to Company.
“VidLoft Privacy Policy” means the VidLoft privacy policy, as may be updated by VidLoft from time to time, and which is available at https://vidloft.wpengine.com/privacy-policy/.
“VidLoft Software” means the proprietary software and accompanying documentation used by VidLoft to provide the Platform and Services.
“Production Kit” means the equipment, software, and other materials provided by VidLoft to Company for use in connection with the Platform and Services.
“Order Form” means an order form, statement of work, or other similar document that is entered into by the Parties and that references this Agreement.
“Account” means a unique account created for Company or an End User to access and use the Platform.
“Add-On Kits” means one or more Production Kits that are provided to Company in addition to the Production Kits included as part of its Subscription.
“Additional Credits” means Credits that are purchased by Company in addition to the Credits included as part of its Subscription.
“Affiliate” means any person or entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
“Agreement” means this Terms of Use agreement, including all Order Forms and any other documents incorporated herein by reference.
“Billing Period” means the recurring period for which Fees are due and payable, as set forth in an Order Form.
“Compilation” means a finished video produced by VidLoft for Company.
“Content” means all information, data, text, software, music, sound, photographs, graphics, video, messages, or other materials that are uploaded to or transmitted through the Platform by Company or an End User.
“Credit” means a unit of value that can be redeemed for Services.