Terms and Conditions

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, 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 connections. 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, information 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.

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 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.

You will pay us the fees described on the Order Form within thirty (30) 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, other than any taxes imposed on our income.

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.

If you sign up for an annual pre-payment fee schedule, you agree to twelve (12) months of service to be re-billed on the anniversary of the initial purchase. In addition to the Covideo Platform, we offer ancillary products including custom email icons and video email templates, which are one-time fees, in addition to a monthly or annual subscription. The effective date of these Terms is the date on which your first subscription payment is received. Monthly billing will occur on that date or the first workday following that date.

You have the right to cancel your access to the Covideo Platform by providing a thirty (30) day written notice to us by email to accounting@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. You may not rent, lease, lend, sublicense or transfer the Covideo Platform, these Terms, or any of the rights granted herein.

We may terminate these Terms (including any additional terms and conditions incorporated herein and subject to Section 9) or suspend your access to the Covideo Platform at any time for any or no reason. 

III. Your Commitment to Covideo

To use these tools, 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 a) use our Covideo Platform for any unlawful, misleading, discriminatory, or fraudulent purpose, b) infringe or violate someone else’s rights, including intellectual property rights, and c) not upload viruses or malicious code or do anything that could disable, overburden, or impair the proper working or appearance of our Covideo Platform. Unless otherwise stated on the order form we may remove data that is in violation of these Terms. 

When you provide content to the Covideo Platform that is covered by intellectual property rights, 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. This license will end when your content is deleted from our systems.

IV. Covideo’s Commitment to you

To provide these tools, we will collect personal and payment information necessary to open and maintain your account as well as bill you on your monthly anniversary date 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.

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 Beta Testing. We will clearly communicate the Beta status of any such service or product to the you with the understanding that such services and products may not consistently function due to unsolved technical issues. During Beta test use, you may be asked for feedback without compensation on the performance of the service to help enhance the development of the service.

V. 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.  This authorization survives termination. You have no rights to trademarks of Covideo or its affiliates 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.

VI. Your Conduct

You agree that you are solely responsible for the audio and visual content of any text, videos, still images or other media recorded, uploaded or otherwise entered into the Covideo Platform. You understand and acknowledge that you are not permitted by these Terms to enter, store, send or otherwise convey any material using the Covideo Platform that is unlawful by state or federal laws, regulations or standards, or, are reasonably considered to be abusive, threatening, obscene or otherwise morally objectionable by community standards. We may monitor your content entered and stored on the Covideo Platform to assure that our Covideo Platform is not used for these prohibited purposes. 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 also can 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 attempt to copy, change, modify or capture any source codes, software, or service(s) provided by us without express written consent from us. 

VII.Continuity

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.

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 will not exceed the greater of $100 or the amount you have paid us in the past twelve months.

VIII.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 including a link to such revised Terms at the log-in screen. Once any updated Terms are in effect, you will be bound by them if you continue to use our Covideo Platform.

Additional Provisions

These Terms and the associated Order Form 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. 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.

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 this Agreement; (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.

For any claim, cause of action, or dispute you have against us that arises out of or relates to these Terms or the Covideo Platform (“Claim”), you agree any Claim will be resolved exclusively in the Delaware Court of Chancery (and if the Delaware Court of Chancery shall be unavailable, any Delaware State court and the Federal court of the United States of America sitting in the State of Delaware). You also agree to submit to the personal jurisdiction of these courts for the purpose of litigating any such Claim, and that the laws of the State of Delaware will govern these Terms and any Claim, without regard to conflict of law provisions. TO THE FULLEST EXTENT PERMITTED BY LAW, AND AS SEPARATELY BARGAINED-FOR CONSIDERATION, EACH PARTY HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATING TO THESE TERMS.

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.

The following sections shall survive termination: Sections 2 (Onboarding and Subscription), 3 (Your Commitment to Covideo), 5 (Your Rights and Responsibilities), 6 (Your Conduct), 7 (Continuity), 9 (Additional Provisions) , as well as any other sections of these Terms that, either explicitly or by their nature, must remain in effect even after termination of these Terms.

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.

The Covideo Platform is Copyright © COVIDEO, LLC 2022.  All rights reserved.

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