Terms and Conditions

Last Updated: October 2024

IMPORTANT. PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY.

Please read these Terms and Conditions (these “Terms”) carefully as they govern your use of (which includes access to) Covideo LLC’s (“Covideo”) sales enablement tools and products (collectively, the “Covideo Platform”) and any audio and visual content of any text, videos, still images or other media recorded, uploaded, or otherwise entered into the Covideo Platform (“Content”).

By signing up for, executing an order form (“Order Form”) or otherwise using, the Covideo Platform, you agree to these Terms. If you do not agree to these Terms, then you must not use the Covideo Platform or access any Covideo services.

I. The Tools we provide

Covideo builds sales enablement tools to build stronger relationships. We may from time to time offer limited use or promotional offers related to the Covideo Platform. We reserve the right to terminate any such offers at any time at our sole discretion. Any videos, presentations, contact lists or other data stored in your account during such offers may be permanently lost when the offer is terminated if you elect not to subscribe to the service.

We may add, modify or delete features on the Covideo Platform at our sole discretion without prior notice to you.

From time to time, we will make services and products available to you that are in pre-release or beta release (“Beta”). We will clearly communicate the Beta status of any such service or product to you with the understanding that such services and products may not consistently function due to unsolved technical issues.

II. Onboarding and Subscription

After accepting these Terms, you will provide registration and payment information to Covideo. You assure Covideo that all such information is accurate, current and complete. It is your responsibility to provide Covideo with updated information as changes occur. Failing to provide ongoing accurate, current and complete registration and payment information may result in the immediate cancellation of the Covideo Platform and the loss of any videos, presentations, contact lists or other data stored in your account.

The date you sign the Order Form will be the effective date and billing will commence following fifteen calendar days. You will pay us the fees described on the Order Form within thirty days from the invoice date without offset or deduction. If you do not make a payment when due, without limiting our other rights and remedies, we may suspend or terminate your access to any portion or all of the Covideo Platform until your account is paid in full. All fees and other amounts payable by you under these Terms are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you.

You agree to promptly pay, upon written demand, all reasonable attorneys’ fees and costs incurred in connection with the collection of overdue fees. If any legal action or proceeding shall be commenced at any time by either party, Covideo shall be entitled to reimbursement of its reasonable attorneys’ fees and costs in connection therewith, in addition to all other relief to which Covideo may be entitled.

Subscriptions automatically renew at the end of each subscription period unless canceled beforehand. Monthly plans renew on a month to month basis. Annual plans renew for one-year periods. In addition to the Covideo Platform subscription, we offer ancillary products including custom email icons and video email templates, which are one-time fees.

You have the right to cancel your access to the Covideo Platform by providing a thirty day written notice to us by email to cancellations@covideo.com. Upon cancellation, any stored videos, presentations, contact lists, and other data may be deleted and access to the Covideo Platform will be immediately terminated.

We may terminate these Terms (including any additional terms and conditions incorporated herein or suspend your access to the Covideo Platform at any time for any or no reason.

III. Your Commitment to Covideo

To use the Covideo Platform, you agree you are eighteen (18) years of age, have read and accept these Terms, and have the legal authority to enter into these Terms. You further agree you will not i) use the Covideo Platform for any unlawful, misleading, discriminatory, libelous, defamatory, obscene, pornographic, abusive, harassing, threatening or fraudulent purpose, ii) infringe or violate someone else’s rights, including intellectual property rights, or iii) not upload viruses or malicious code or do anything that could disable, overburden, or impair the proper working or appearance of the Covideo Platform. Unless otherwise stated on the Order Form, we may remove data that is in violation of these Terms.

IV. Proprietary Rights

We own all proprietary rights in the Covideo Platform and the Covideo website, including, but not limited to, patents, trademarks, service marks, trade secrets, copyrights, and other intellectual property rights.

You shall retain all right, title, and interest in and to the material, content, data, and information (including your personal information and the personal information of others) you submit in the course of using the Covideo Platform. When you provide content to the Covideo Platform you grant us a non-exclusive, transferable, sub-licensable, royalty-free, and worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your content in order to provide the Covideo Platform. This license will end when your content is deleted from our systems, following the termination of these Terms. You represent and warrant that: (i) you own or have otherwise obtained all necessary rights, releases, and permissions to submit all your content to the Covideo Platform and to grant the rights granted to us in these Terms and (ii) your content and its submission and use as you authorize in these Terms will not violate (1) any applicable law, (2) any third-party intellectual property, privacy, publicity, or other rights, or (3) any of your or third-party policies or terms governing your content.

If you provide us with any feedback regarding the Covideo Platform or Beta release, then you grant us a perpetual, irrevocable, royalty-free, non-exclusive, worldwide, sublicensable, and transferable license to use, reproduce, publicly display, distribute, modify, and publicly perform the feedback as we see fit. Any feedback you choose to provide is given entirely voluntarily. You understand that you will not receive any compensation for your feedback, and that we may use any feedback you provide to improve the Covideo Platform or to develop new features and services.

V. Privacy

To provide these tools, we will collect personal and payment information necessary to open and maintain your account as well as bill you for uninterrupted service.

We will assure that all personal and payment information as well as username and password data provided by you is collected and maintained in a manner to assure your privacy. Our Privacy Policy explains how we collect and use your personal data.

VI. Your Rights and Responsibilities

Except as otherwise provided herein, you have the right to use the Covideo Platform for as long as you maintain a current paid subscription. This includes the right to record, upload, store and email videos and still images, create and upload Power Point Presentations and videos for Live Presentation and to conduct Live Conferences. Thus, you authorize the collection, storage and use, by us and our affiliates, partners and agents, of any information or data that you provide to the Covideo Platform and any information and data related to or derived from your use of the Covideo Platform. We may aggregate and anonymize data, including your data to create statistical information. We own all such aggregated and anonymized data and may use it, including, but not limited to, operating, analyzing, improving, or marketing our products and services and sharing such data externally for research, marketing, or other lawful purposes. These authorizations survive termination. You have no rights to trademarks of Covideo or its affiliates, including but not limited to, in any advertising, publicity or in any other commercial manner without our prior written consent.

You have the right to choose your own available username and password for accessing the Covideo Platform and to change your password at your discretion. You have the responsibility to protect you username and password to prevent unauthorized access to your account.

You have the right to change any personal and/or credit card information by going into the billing tab within the Covideo Platform.

VII.Your Conduct

You agree that you are solely responsible for your Content. We may monitor your content entered and stored on the Covideo Platform to assure that our Covideo Platform is not used for prohibited purposes under these Terms. We reserve the right to immediately delete any objectionable materials without notice to you and to terminate access to your account. While we retain the right to monitor and remove Content from your services, we deny any responsibility for such Content. We may remove or restrict access to your Content, services or information if we determine that doing so is reasonably necessary to avoid or mitigate adverse legal or regulatory impacts to us.

You also agree to comply with any and all federal anti-spam laws when sending video emails. We do not permit the transmission of unsolicited bulk email (UBE) or unsolicited commercial email (UCE) known collectively as spam nor do we permit the use, sale or development of software that intentionally hides or alters the origin of the sender. We further prohibit the sale of bulk email lists containing unauthorized and/or unconfirmed email addresses or the sale of other spam friendly material.

You agree that you will not in any way (i) attempt to copy, change, modify or capture any source codes, software or service(s) provided by us without express written consent from us, (ii) transfer, sell, rent, lease, distribute, or sublicense the Covideo Platform, or (iii) reverse engineer, disassemble, decompile the Covideo Platform.

VIII.Compliance with Laws

You represent and warrant that your use of the Covideo Platform will comply with all applicable laws and regulations. You are responsible for determining whether the Covideo Platform is suitable for you to use in light of your obligations under any regulations like HIPAA, GLBA, data protection laws, anti-corruption and anti-bribery laws and regulations, United States and any other applicable economic sanctions, and export control laws and regulations, or other applicable laws. If you are subject to regulations (like HIPAA) and you use the Covideo Platform, then we will not be liable if the Covideo Platform does not meet those requirements. You may not use the Covideo Platform for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, Children’s Online Privacy Protection Act, or any other applicable laws.

If you collect any personal information pertaining to a minor and store such information within your Covideo Platform account, you represent and warrant that you have obtained valid consent for such activities according to the applicable laws of the jurisdiction in which the minor lives.

IX. No Warranty

We may offer you suggested uses and applications of the Covideo Platform for improving communication, management, and service; however, we offer no guarantees that the use of the Covideo Platform and services will deliver any specific results or benefits intended or expected by you.

We work hard to provide the best products, however, you understand and expressly agree that use of the Covideo Platform is provided “as is,” and we make no guarantees that it always will be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. To the extent permitted by law, we also DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

X. Updating Our Terms

We work constantly to improve our services and develop new features to make our Covideo Platform better for you and your teams. As a result, we may need to update these Terms from time to time to accurately reflect our services and practices. We may modify or amend these Terms by updating our website. Once any updated Terms are in effect, you will be bound by them if you continue to use our Covideo Platform.

XI. Limitation of Liability

We cannot predict when issues might arise with our Covideo Platform. Accordingly, our liability shall be limited to the fullest extent permitted by applicable law, and under no circumstance will we be liable to you for any lost profits, revenues, information, or data, or consequential, special, indirect, exemplary, punitive, or incidental damages arising out of or related to these Terms, even if we have been advised of the possibility of such damages. Our aggregate liability arising out of or relating to these Terms shall not exceed the greater of $100 or the amount you have paid us in the past twelve months.

XII. Indemification

You shall indemnify, defend and hold harmless Covideo, its affiliates, partners, suppliers and licensors, and each of their respective officers, directors, agents and employees (the “Indemnified Parties”) from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with the following: (i) your access to or use of the Covideo Platform or third party content and services; (ii) your breach of these Terms; (iii) your violation of law; (iv) your negligence or willful misconduct; or (v) your violation of the rights of a third party, including the infringement by you of any intellectual property or misappropriation of any proprietary right or trade secret of any person or entity. These obligations will survive any expiration or termination of the Terms.

XIII. Additional Provisions

These Terms and associated Order Form, if any, constitute the entire understanding of the parties. They supersede any prior agreements. If any portion of these Terms is found to be unenforceable, the remaining portion will remain in full force and effect. In the event of any inconsistency between these Terms and the Order Form, these Terms will control. If we fail to enforce any of these Terms, it will not be considered a waiver. We reserve all rights not expressly granted to you.

You will not transfer any of your rights or obligations under these Terms to anyone else without our consent. These Terms do not confer any third-party beneficiary rights. All of our rights and obligations under these Terms are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Indianapolis, Indiana, USA in person. The arbitrator shall apply the laws of the Indianapolis, Indiana, USA to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should you file an action contrary to this provision, Covideo shall be entitled to recover all attorney’s fees and costs.

You may not use or otherwise export or re-export the Covideo Platform except as authorized by United States law and the laws of the jurisdiction(s) in which the Application was obtained. You represent and warrant that You are not (x) located in any country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, or (y) listed on any U.S. Government list of prohibited or restricted parties including the Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. You also agree that You will not use the Covideo Platform for any purposes prohibited by applicable law. We are not currently servicing the European Union at this time.

Sections II through XIII shall survive termination of this Agreement.

If any legal action or proceeding shall be commenced at any time by either party, Covideo shall be entitled to reimbursement of its reasonable attorneys’ fees and costs in connection therewith, in addition to all other relief to which Covideo may be entitled.

The developer of the Covideo Platform is Covideo LLC. Questions, complaints or claims with respect to the Covideo Platform should be directed to: legal@covideo.com.

If you choose to share videos recorded through the Covideo Platform with YouTube, you agree to YouTube’s Third Party Terms of Service, which may be accessed here YouTube ToS.

Covideo, its data, and customer data are hosted utilizing Amazon Web Services infrastructure and production hosting environments. Thus, you agree to Amazon Web Services Third Party Terms of Service, which may be accessed here: Amazon ToS.