ARBITRATION NOTICE: THE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE ANY DISPUTE RELATED TO THE SERVICES, WHICH LIMITS ACCESS TO A JUDGE, JURY AND THE ABILITY TO PARTICIPATE IN A CLASS ACTION. ARBITRATION MAY ALSO LIMIT THE REMEDIES AVAILABLE TO YOU. YOU SHOULD REVIEW CAREFULLY THE PROVISIONS OF SECTION 21.7 PRIOR TO ACCEPTING THE TERMS.
1.2 Prohibitions. You cannot use the Online Services if you are barred from receiving any services or products under the laws of the United States or other applicable jurisdictions. You may only use the Online Services in accordance with the Terms and all applicable local, state, national and international laws, rules and regulations. IF YOU DO NOT AGREE OR CANNOT AGREE TO BE BOUND BY THE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
2. Privacy. Please review the Privacy Notice, incorporated herein and applicable to your use of the Online Services, to understand Videoo's privacy practices.
3.2 Continued Use. Videoo may require you to provide consent to the updated Terms in a specified manner before further use of the Online Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using any part of the Online Services. YOU UNDERSTAND THAT WE RECOMMEND THAT YOU REGULARLY CHECK THE WEBSITE AND THE APPLICATION TO VIEW THE THEN- CURRENT TERMS.
4.2 Video Uploads and Usage. Certain features of the Online Services through the Application require access to and use of your mobile device's media storage applications (e.g., to use a video in your image gallery). Although you may decide whether or not to use such features, on Android devices you grant us permission to access this feature as part of the installation process. If you later decide to revoke such permission, you can do so by following the standard uninstall process and removing the Application from your device. Alternatively, on iOS devices, you can grant or revoke your consent at any time and prevent Videoo from continuing to access your media storage applications by changing the settings on your device. You hereby authorize the Application to access such components of your mobile device. YOU HEREBY ACKNOWLEDGE AND AGREE THAT, BY USING THE SERVICES, VIDEOS MAY BE SENT FROM YOUR MOBILE DEVICE TO VIDEOO, AND YOU ACCEPT SUCH TRANSMISSION AS A CONDITION OF USAGE.
4.3 Location-Based Information. You understand that the Privacy Notice establishes important terms in respect of information that we collect from the Global Positioning System ("GPS") functionality on your device when you use the Online Services on a mobile device.
4.4 App Stores. You acknowledge and agree that the availability of the Application and the Online Services is dependent on the third party from whom you received the Application license (e.g., the Apple iPhone or Android app stores) (the "App Store"). You acknowledge that the Terms are between you and Videoo and not with the App Store. Videoo, not the App Store, is solely responsible for the Videoo Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the Application, you must have access to a wireless or cellular network, and you agree to pay all fees associated with such access to any third party provider. You also agree to pay all fees (if any) charged by the App Store in connection with the Videoo Properties, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store's terms and policies) when using the Videoo Properties, including the Application. You acknowledge that the App Store (and its subsidiaries and successors) are third-party beneficiaries of the Terms and will have the right to enforce them.
4.5 Open-Source Software. Certain software code incorporated into or distributed with the Application may be licensed by third parties under various "open-source" or "public- source" software licenses (such as the GNU General Public License, the GNU Lesser General Public License, the Apache License, the Berkeley Software Distribution License, and the Sun Public License) (collectively, the "Open Source Software"). Notwithstanding anything to the contrary in the Terms (also known as an end-user license agreement (EULA)), the Open Source Software is not licensed under Section 4.1 and instead is separately licensed pursuant to the terms and conditions of the respective Open Source Software licenses. You agree to comply with the terms and conditions of Open Source Software licenses, and agree to indemnify and hold harmless Videoo from any damages resulting from your non-compliance with such terms and conditions.
4.6 Accessing and Downloading the Application from iTunes. The following applies to any App Store Source Application:
(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, and Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Videoo and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Videoo.
(d) You and Videoo acknowledge that, as between Videoo and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(e) You and Videoo acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party's intellectual property rights, as between Videoo and Apple, Videoo, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms.
(f) You and Videoo acknowledge and agree that Apple, and Apple's subsidiaries, are third-party beneficiaries of the Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms as related to your license of the App Store Sourced Application against you as a third- party beneficiary thereof.
(g) Without limiting any other terms or provisions of the Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
4.7 Mobile Communications. If you request to receive updates or other information by mobile phone or text message, you consent to receiving text messages from us and our otherwise communicating with you via your mobile device. The foregoing is provided as part of the Online Services. However, your mobile carrier's standard messaging, data and other rates and fees still apply to any messages you send, our confirmations and all subsequent SMS correspondence and/or transmissions. You should check with your carrier to find out what plans are available and how much they cost. All charges are billed by and payable to your mobile service provider. At any time, you may text "STOP" to cancel or "HELP" for customer support information. You agree that Videoo will not be liable for any delays in the receipt of any SMS messages, as delivery is subject to effective transmission from your mobile service operator.
5. Use of the Online Services and Videoo Properties. The Online Services, and the information and content available on the Website and in the Application (collectively, the "Videoo Properties"), are protected by copyright and other intellectual property rights laws throughout the world. Subject to the Terms, Videoo grants you a limited license to reproduce portions of the Videoo Properties for the sole purpose of using the Online Services for your personal or internal business purposes. Unless otherwise specified by Videoo in a separate license, your right to use any Videoo Properties is subject to the Terms.
5.2 Updates. You understand that the Videoo Properties are evolving. As a result, Videoo may require you to accept updates to the Videoo Properties that you have installed on your computer, tablet or mobile device. You acknowledge and agree that Videoo may update the Videoo Properties with or without notifying you. You may need to update third-party software from time to time in order to use the Videoo Properties.
5.3 Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Videoo Properties or any portion of the Videoo Properties; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Videoo Properties (including images, text, page layout or form) of Videoo; (c) you shall not use any metatags or other "hidden text" using Videoo's Marks (as defined in Section 8.2); (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Videoo Properties, except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including, but not limited to, spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to "scrape" or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) access the Videoo Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of the Videoo Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in the Videoo Properties. Any future release, update or other addition to the Videoo Properties shall be subject to the Terms. Videoo, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of the Videoo Properties terminates the licenses granted by Videoo pursuant to the Terms.
5.4 Third-Party Materials. As a part of the Videoo Properties, you may have access to materials that are hosted by another party. YOU AGREE THAT IT IS IMPOSSIBLE FOR VIDEOO TO MONITOR SUCH MATERIALS AND THAT YOU ACCESS THESE MATERIALS AT YOUR OWN RISK.
Registering Your Account.
6.2 Access Through a SNS. When you access the Online Services through a SNS, you will link your Account with Third-Party Accounts, by allowing Videoo to access your Third- Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to grant Videoo access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating Videoo to pay any fees or making Videoo subject to any usage limitations imposed by such any Third Party providers. By granting Videoo access to any Third-Party Accounts, you understand that Videoo may access, make available and store (if applicable) Content that you have provided to and stored in your Third-Party Account ("SNS Content") so that it is available on and through the Videoo Properties via your Account. Unless otherwise specified in the Terms, all SNS Content shall be considered to be Your Content (as defined in Section 7.1) for all purposes of the Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information (defined as "Personal Information" in the Privacy Notice) that you post to your Third-Party Accounts may be available on and through your Account on the Videoo Properties. You understand that if a Third-Party Account or associated service becomes unavailable, or if Videoo's access to such Third-Party Account is terminated by the Third Party service provider, then SNS Content will no longer be available on and through the Videoo Properties. You have the ability to disable the connection between your Account and your Third- Party Accounts at any time by accessing the "Settings" section of the Website. You have the ability to disable the connection between your Account and Third Party Accounts at any time by removing access to Videoo in the Third Party's app permissions settings section. YOU UNDERSTAND THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND VIDEOO DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. Videoo makes no effort to review any SNS Content for any purpose including, but not limited to, for accuracy, legality or non-infringement, and Videoo is not responsible for any SNS Content.
6.3 Registration Data. In registering for an Account, you agree: (1) to provide true, accurate, current and complete information about yourself as prompted by the Online Services registration form including, but not limited to, name, username, e-mail, usage stats (collectively, the "Registration Data"); and (2) to maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are: (1) at least eighteen (18) years old; (2) of legal age to form a binding contract; and (3) not a person barred from using the Videoo Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Videoo Properties by minors. You may not share your Account or password with anyone, and you agree: (1) to notify Videoo immediately of any unauthorized use of your password or any other breach of security; and (2) to exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or that Videoo has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Videoo has the right to suspend or terminate your Account and refuse any and all current or future use of the Videoo Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform or SNS at any given time. Videoo reserves the right to remove or reclaim any usernames at any time and for any reason including, but not limited to, claims by any other party that a username violates such Third Party's rights. You agree not to create an Account or use the Videoo Properties if your Account has been previously suspended or terminated by Videoo, or if you have been previously banned from any of the Videoo Properties. Videoo reserves the right to share Registration Data with other parties including, but not limited to, brands, clients, partners, and sponsors.
6.4 Necessary Equipment and Software. You must provide all equipment and software necessary to connect to the Videoo Properties including, but not limited to, a mobile device that is suitable to connect with and use the Videoo Properties, in cases where the Online Services offer a mobile component. You are solely responsible for any fees, including an Internet connection and mobile carrier fees that you incur when accessing the Videoo Properties.
7. Responsibility for Content/Generation of Content.
Types of Content.
7.2 No Obligation to Pre-Screen Content. You acknowledge that neither Videoo nor its parents, subsidiaries, affiliates, officers, employees, agents, representatives, insurers, partners, software-as-a-service clients and licensors, and each of their successors and valid assigns (individually, a "Videoo Party" and, collectively, the "Videoo Parties") has any obligation to pre-screen Content (including, but not limited to, Your Content and UGC), although, notwithstanding, Videoo or a Videoo Party reserves the right in its sole discretion to pre-screen, refuse or remove any UGC. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text or voice communications. In the event that Videoo pre-screens, refuses or removes any UGC, you acknowledge that Videoo will do so for Videoo's benefit, and not yours. Without limiting the foregoing, Videoo shall have the right to remove any UGC that violates the Terms or is otherwise objectionable.
7.3 Storage. Unless expressly agreed by Videoo in writing, Videoo has no obligation to store any of Your Content that you Make Available on the Videoo Properties. Videoo has no responsibility or liability for: (i) the deletion or accuracy of any UGC, including Your Content; (ii) the failure to store, transmit or receive transmission of Content; or (iii) the security, privacy, storage, or transmission of any UGC, including Your Content, originating with or involving use of the Videoo Properties. You agree that Videoo retains the right to create reasonable limits on Videoo's use and storage of Your Content, including Your Content, such as limits on file size, storage space, processing capacity and similar limits described in the web pages accompanying the Online Services and as otherwise determined by Videoo in its sole discretion.
7.4 Display. Any of Your Content will be displayed through the Online Services as a playlist with other UGC. You understand that there are two ways to display your playlists (i.e., a series of video clips played in successions) on the Videoo Properties: (a) remixes, which are an order of clips manually selected by a User or multiple Users which may include Third Party Content and may also include clips with varying hashtags; and (b) hashtags, which are a series of video clips tied to a common hashtag thread with the clip order determined by Videoo's proprietary algorithms which use various factors such as time uploaded, crowd voting (or "boosting") and other factors. The order of such hashtag playlists may be sorted by User selections such as trending (most popular via voting), or newest (by most recent clip uploaded to a hashtag, featured (editorially suggested by content), or other means. Although such algorithms determine the order in which the playlist is displayed to you, all of Your Content in such playlists is UGC. We do not edit or alter any UGC, and any ordering is based on a crowd- based influence on a non-discriminatory algorithm. However, Users and certain brands may temporarily take actions to obtain prime placement of slots in certain playlists. Videoo does not have any active influence on the playlists or their ordering, although certain Users or brands may actively affect such ordering. As we do not control such UGC, we will not be responsible for any UGC that appears before or after Your Content in a playlist, and you hereby agree and acknowledge to the juxtaposition of any UGC around Your Content. You understand and agree that once Your Content is uploaded to Videoo Properties, third party partners of Videoo, such as brands and sponsors, including the Videoo Parties may download and utilize such Content in whichever manner such third parties may choose, and Videoo has no further responsibility for Your Content from that time forward.
7.5 Additional Generation of Content by Videoo. You acknowledge that Videoo may source Content for display purposes from additional SNS providers via API applications or through permission of the registered users of such SNS. Such content will be attributed to a "ghost user" on the Videoo unless an actual user of such third party SNS registers to become a Registered User with an Account with Videoo. Each Registered User stemming from a Third Party Account indemnifies and holds harmless Videoo from any failure to follow the terms of service of any such SNS related to the sourcing of Content, or otherwise.
8.2 Other Content; Permissions. Except with respect to Your Content, you agree that you have no right, title or interest in or to any UGC and any other protected intellectual property, including copyrighted and copyrightable materials that appear on or in the Videoo Properties. If any of Your Content includes a video or other images of individual persons other than yourself, you must obtain the appropriate consent from such persons or their legal guardians, as the case may be, authorizing you, as applicable, to reproduce their likeness, image and voice, and any other protected intellectual property, including copyrighted and copyrightable materials in Your Content, which consent shall be broad enough in scope to include the uses of the Online Services permitted in the Terms.
8.3 Trademarks. Graphics, logos, trademarks, service marks, trade dress and trade names (collectively, "Marks") used on or in connection with the Videoo Properties or the Online Services are property of Videoo by ownership or license and may not be used without permission in connection with any third party products or services. Other Marks that may appear on or in the Videoo Properties or in connection with the Online Services are the property of their respective owners. You are not granted any right, title or interest in or to any Marks in connection with your use of the Online Services.
8.4 Your Content. Videoo does not claim ownership of Your Content. However, when you as a User post or publish Your Content on or in the Videoo Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, transferable, assignable, sublicensable, worldwide, non-exclusive right (including any moral rights) and license to use, license, sublicense, reproduce, modify, adapt, publish, publicly perform, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term (including any extensions) of any worldwide intellectual property right that may exist in Your Content.
8.5 License to Your Content. By posting Your Content to the Videoo Properties, you grant Videoo and the Videoo Parties a fully paid, royalty-free, perpetual, irrevocable, transferable, assignable, fully sublicensable, worldwide, royalty-free, and non-exclusive right (including any moral rights) and license to use, license, sublicense, distribute, prepare derivative works of, reproduce, modify, adapt, publicly perform, publicly display, derive revenue or other remuneration from, and communicate to the public Your Content (in whole or in part) and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right, including any extensions and including moral rights, that may exist in Your Content. You also hereby grant each User of the Videoo Properties, any software-as-a-service commercial client of Videoo, and the general public a non-exclusive license to: (i) access Your Content through the Service; (ii) use, reproduce, distribute, display, reformat and perform Your Content as permitted through the functionality of the Service; and (iii) download and export such Content for use outside of the Videoo Properties, including reproducing, distributing, displaying and performing such Content all with or without your name or identifying features attached to such usage and without any compensation to you for such usage. You understand that other Users may search for, see, use, modify and reproduce any of Your Content on the Videoo Properties. You agree that you, not Videoo or any of the Videoo Parties, are responsible for all of Your Content that you Make Available on or in the Videoo Properties. You are solely responsible for Your Content and the consequences of posting or publishing it. By posting Your Content protectable under U.S. copyright laws, you warrant and represent that: (i) you are the copyright owner of Your Content, or that the copyright owner of any UGC comprising of Your Content has granted you permission to use such UGC or any content and/or images contained in such UGC consistent with the manner and purpose of your use and as otherwise permitted by the Terms; (b) you have the rights necessary to grant the licenses and sublicenses described in the Terms, (c) that each person depicted in Your Content, if any, has provided consent to the use of the images as set forth in the Terms, including, by way of example, and not as a limitation, the distribution, public display and reproduction of such images; and (d) you have the written consent, release, and/or permission of each and every identifiable individual person in such submissions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of such submissions in the manner contemplated by us and the Terms. You further irrevocably waive any "moral rights" and confirm that the holder of any worldwide intellectual property rights also waives such "moral rights" with respect to attribution of authorship or integrity of materials and irrevocably grants the licenses required for use of Your Content. You understand that even if you delete Your Content and terminate your use of the Online Services, Videoo and Users may retain and continue to use, store, display, reproduce, re-pin, modify, create derivative works, perform, and distribute (and in the case of Videoo, license and sublicense) any of Your Content that they have exported, downloaded, stored or shared through the Online Services or on the Videoo Properties. If you do not want Your Content used in other Users' projects on or off the Videoo Properties, you should not add it to the Videoo Properties. When you delete Your Content from the Videoo Properties, we will not be able to remove Your Content from any videos that have been exported from the Videoo Properties. Notwithstanding the foregoing, the license to use Your Content for archiving or preserving the video for disputes, legal proceedings, or investigations will continue indefinitely. You understand that removed videos may also be cached in search engine indices after removal and that we have no control over such caching.
8.6 Username. Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on the Videoo Properties, you hereby expressly permit Videoo to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media or technology now known or later developed in connection with Your Content.
8.7 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Videoo.
8.8 Your Profile. Your Content in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter. You may not post or submit for print services a photograph of another person without that person's express permission.
8.9 Submissions. You acknowledge and agree that any questions, comments, suggestions, ideas, wiki, feedback or other information about any of the Online Services provided by you ("Submissions"), including through online forums or similar pages, to Videoo are non-confidential and shall become the sole property of Videoo. Videoo shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of such Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. You agree that such Submissions are posted at your own risk and that Videoo has no obligations (including, without limitation, obligations of confidentiality) with respect to such Submissions. You represent and warrant that you have all rights necessary to submit Submissions. You hereby grant to Videoo a fully paid, royalty-free, perpetual, irrevocable, worldwide, transferable, assignable, fully sublicensable, and non- exclusive right and license to use, reproduce, perform, display, distribute, adapt, modify, re- format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Submissions, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Videoo Properties and the Online Services.
9. User Conduct.
(b) Make Available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation through the Videoo Properties;
(c) Use the Videoo Properties or any part thereof for any commercial purpose including, but not limited to, communicating or facilitating any commercial advertisement, solicitation or activity;
(d) Engage in any chain letters, contests, sweepstakes and lotteries, junk email, pyramid schemes, spamming, surveys or other duplicative or unsolicited messages (commercial or otherwise) through the Videoo Properties; or
(e) Market any goods or services through the Videoo Properties for any business purposes.
For purposes of clarification, nothing in this Section 9.1 shall be construed to limit the ability or right of Videoo or any Videoo Party including, without limitation, a software-as-a-service client or other direct or indirect licensor of UGC from Videoo, from engaging in any of the conduct specifically described in this Section 9.1 or otherwise from making other commercial use of the Videoo Properties and UGC contained therein in accordance with applicable law.
9.2 Unauthorized Use or Access. You agree that you will not under any circumstances:
(b) Systematically retrieve data or other content from the Videoo Properties to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, spiders or otherwise;
(c) Use, display, mirror or frame the Videoo Properties, or any individual element within the Videoo Properties, Videoo's name, any Videoo trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Videoo's express written consent;
(d) Use any unauthorized software that accesses, intercepts, "mines" or otherwise collects information from or through the Videoo Properties or that is in transit from or to the Videoo Properties, including, but not limited to, any software that reads areas of RAM or streams of network traffic used by the Videoo Properties;
(e) Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server or the Videoo Properties, whether through the use of a network analyzer, packet sniffer or other device;
(f) Make any automated use of the Videoo Properties, or take any action that imposes or may impose (in Videoo's sole discretion) an unreasonable or disproportionately large load on the infrastructure for the Videoo Properties;
(g) Bypass any robot exclusion headers or other measures Videoo takes to restrict access to the Videoo Properties, or use any software, technology or device to send content or messages, scrape, spider or crawl the Videoo Properties, or harvest or manipulate data;
(h) Use, facilitate, create, or maintain any unauthorized connection to the Videoo Properties, including, but not limited to (i) any connection to any unauthorized server that emulates, or attempts to emulate, any part of the Videoo Properties, or (ii) any connection using programs, tools or software not expressly approved by Videoo;
(i) Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide the Videoo Properties, or to obtain any information from the Videoo Properties;
(j) Forge headers or otherwise manipulate identifiers in order to disguise the origin of any UGC transmitted through the Videoo Properties;
(k) Upload, post, e-mail, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(l) Solicit or attempt to solicit personal information from other Users of the Videoo Properties;
(m) Use the Videoo Properties to collect, harvest, transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
(n) Forge any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting, or in any way use the Videoo Properties to send altered, deceptive or false source-identifying information; or
(o) Upload or transmit (or attempt to upload or to transmit) any material to the Videoo Properties that acts as a passive or active information collection or transmission mechanism, including, but not limited to, clear GIFs, 1x1 pixels, web bugs, cookies or other similar devices (sometimes referred to as "spyware," "passive collection mechanisms" or "pcms").
9.3 General. In connection with your use of the Videoo Properties you will not:
(b) Harm minors in any way;
(c) Impersonate any person or entity including, but not limited to, Videoo personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(d) Make available any UGC that you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
(e) Make Available any UGC that infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights;
(f) Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court;
(g) Register for more than one Account or register for an Account on behalf of an individual other than yourself;
(h) Stalk or otherwise harass any other User of the Videoo Properties; or
(i) Advocate, encourage or assist any third party in doing any of the foregoing activities in this Section 9.3.
10. Investigations. Videoo may, but is not obligated to, monitor or review the Videoo Properties and UGC at any time. Without limiting the foregoing, Videoo shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if Your Content violates the Terms or any applicable law. Although Videoo or a Videoo Party does not generally monitor user activity occurring in connection with the Videoo Properties or Content, if Videoo becomes aware of any possible violations by you of any provision of the Terms, Videoo reserves the right to investigate such violations, and Videoo may, at its sole discretion, immediately terminate your license to use the Videoo Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you. As a result of any investigation, we may label Your Content in the future as having possibly sensitive content and including a warning message with Your Content.
11. Interactions with Other Users.
11.2 Your Content. Videoo is not responsible for and does not control how other Users use Your Content once exported or downloaded from the Videoo Properties. Any such use of Your Content by such other Users (including any modification or derivative works thereof) is not subject to the Terms. Videoo has no way to review or monitor, and does not approve, endorse or make any representations or warranties with respect to the use of Your Content. You provide Your Content at your own risk.
11.3 Content Provided by Other Users. The Videoo Properties may contain UGC provided by other Users. Videoo is not responsible for and does not control UGC. Videoo has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to UGC. You use all UGC and interact with other Users at your own risk, including Users you authorize as collaborators for Your Content. We may delete UGC in our discretion.
12. Third-Party Services. The Videoo Properties may contain links to third-party websites ("Third-Party Websites") and advertisements for third parties (collectively, "Third-Party Websites & Ads"). When you click on a link to a Third-Party Website or Ad, we will not warn you that you have left the Videoo Properties and are subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Websites are not under the control of Videoo. Videoo is not responsible for any Third-Party Websites & Ads. Videoo provides these Third-Party Websites & Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites & Ads, or their products or services. You use all links in Third-Party Websites & Ads at your own risk. When you leave the Website, the Terms no longer govern. You understand that you should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
13. Fees. We do not currently charge fees to Users for the use of any part of the Online Services or any features thereof, but we reserve the right to do so in the future.
14. Indemnification. You agree to indemnify and hold the Videoo Parties harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, the Videoo Properties or any other UGC; (c) your violation of the Terms; (d) your violation of any rights of another party, including any Users; and (e) your violation of any applicable laws, rules or regulations. Videoo or a Videoo Party reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Videoo in asserting any available defenses. You agree that the provisions in this section will survive any termination of your Account, the Online Services, the Terms or your access to the Videoo Properties.
15. Disclaimer of Warranties.
(b) ANY UGC DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE VIDEOO PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE VIDEOO PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
(c) THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. VIDEOO MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM VIDEOO OR THROUGH THE VIDEOO PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
(e) FROM TIME TO TIME, VIDEOO MAY OFFER NEW "BETA" FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT VIDEOO'S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
15.2 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT VIDEOO PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD VIDEOO PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
15.3 No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE VIDEOO PROPERTIES. YOU UNDERSTAND THAT VIDEOO DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE VIDEOO PROPERTIES. VIDEOO DOES NOT OFFER MEDICAL ADVICE. ANY UGC ACCESSED THROUGH THE VIDEOO PROPERTIES IS FOR INFORMATIONAL AND EDUCATIONAL PURPOSES ONLY AND SHOULD NOT BE USED DURING A MEDICAL EMERGENCY OR FOR THE DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION. YOU UNDERSTAND THAT YOU SHOULD CONSULT YOUR DOCTOR OR OTHER QUALIFIED HEALTH CARE PROVIDER IF YOU HAVE ANY QUESTIONS ABOUT A MEDICAL CONDITION, OR BEFORE TAKING ANY DRUG, CHANGING YOUR DIET, OR COMMENCING OR DISCONTINUING ANY COURSE OF TREATMENT. YOU UNDERSTAND THAT YOU SHOULD NOT IGNORE OR DELAY OBTAINING PROFESSIONAL MEDICAL ADVICE BECAUSE OF INFORMATION ACCESSED THROUGH THE VIDEOO PROPERTIES. CALL 911 OR YOUR DOCTOR FOR ALL MEDICAL EMERGENCIES.
16. Limitation of Liability.
Disclaimer of Certain Damages.
16.2 Cap on Liability. UNDER NO CIRCUMSTANCES WILL VIDEOO OR ANY VIDEOO PARTY BE LIABLE TO YOU FOR MORE THAN THE TOTAL AMOUNT THAT YOU HAVE PAID FOR USE OF THE ONLINE SERVICES, THROUGH THE DATE OF BREACH AS DETERMINED BY AN ARBITRATOR OR COURT OF COMPETENT JURISDICTION AS SET FORTH IN SECTION 21.7.2, AND YOU EXPRESSLY AGREE THAT SUCH LIMITATION IS FAIR AND REASONABLE IN EXCHANGE FOR YOUR USE OF THE ONLINE SERVICES.
16.3 User Content. VIDEOO PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY UGC (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND UGC), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
16.4 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VIDEOO AND YOU.
16.5 EXCLUSION OF DAMAGES. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THE LAWS OF ANY SUCH JURISDICTION APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
17. Procedure for Making Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. Copyright Law. If you believe in good faith that materials available on any part of the Videoo Properties infringe your copyright, you (or your agent) should send us a written notice requesting that we remove such material or block access to it by clicking on the following link and completing the form located at http://goo.gl/forms/oO06q2HP2E. If you believe in good faith that someone has wrongly submitted a notice to us under this paragraph, then you should send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Specifically, notices and counter-notices should include the following: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the location on the Videoo Properties of the material that you claim is infringing; (iv) your address, telephone number and e-mail address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. The foregoing requirements must be followed to give us legally sufficient notice of any infringement. Contact information for Videoo's copyright agent for notice of claims of copyright infringement is as follows: VIDEOO, INC., 2637 E. ATLANTIC BLVD, #15903, POMPANO BEACH, FL 33062, 800-495-6989, EXT. 0, firstname.lastname@example.org.
18. Term and Termination.
18.2 Prior Use. Notwithstanding the foregoing, if you used the Videoo Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first used the Videoo Properties (whichever is earlier) and will remain in full force and effect while you use the Videoo Properties, unless earlier terminated in accordance with the Terms.
18.3 Termination of Services by Videoo. Videoo has the right to modify, suspend or terminate any of the Online Services provided to you at any time without or without reason. You agree that all terminations for cause shall be made in Videoo's sole discretion.
18.4 Termination of Services by You. If you want to terminate the Online Services provided by Videoo, you may do so by notifying Videoo at any time. Your notice should be sent, in writing, to Videoo's as set forth in Section 21.10.
18.5 Effect of Termination. Termination of any of the Online Services includes removal of access thereto and barring of further use thereof. Termination of all of the Online Services also includes deletion of your password and all related information, files and Your Content associated with or inside your Account (or any part thereof). Upon termination of any of the Online Services, your right to use such Service will automatically terminate immediately. You understand that any termination of Online Services may involve deletion of Your Content associated therewith from our live databases. Videoo will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms that by their nature should survive, shall survive termination of Online Services including, without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
19.2 Breach. In the event that Videoo determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate in respect of the Videoo Properties, Videoo reserves the right to:
(b) Delete any of Your Content provided by you or your agent(s) to the Videoo Properties;
(c) Discontinue your registration(s) with the any of the Videoo Properties, including any of the Online Services or any Videoo community;
(d) Notify and/or send Your Content to cooperate fully with the proper law enforcement authorities for further action; and/or 18
(e) Pursue any other action that Videoo deems to be appropriate.
19.3 No Subsequent Registration. If your registration(s) with or ability to access the Videoo Properties, or any other Videoo community is discontinued by Videoo due to your violation of any portion of the Terms or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Videoo Properties or any Videoo community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Videoo Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Videoo reserves the right, in its sole discretion, immediately to take any or all of the actions set forth herein without any notice or warning to you.
20. International Users. The Videoo Properties can be accessed from countries around the world and may contain references to the Online Services and UGC that are not available in your country. Such references do not imply that Videoo intends to announce the applicable Online Services or UGC in your country. The Videoo Properties are controlled and offered by Videoo from its facilities in the United States of America. Videoo makes no representations that the Videoo Properties are appropriate or available for use in other locations. Those who access or use the Videoo Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.
21. General Provisions.
21.2 Release. You hereby irrevocably and forever release the Videoo Parties from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Videoo Properties including, but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the Videoo Properties. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
21.3 Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Videoo's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
21.4 Force Majeure. Videoo shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
21.5 Compliance. IF YOU BELIEVE THAT VIDEOO HAS NOT ADHERED TO THE TERMS, YOU UNDERSTAND THAT YOU ARE ENCOURAGED TO CONTACT VIDEOO BY EMAILING US AT email@example.com. We will do our best to address your concerns. If you feel that your complaint has been addressed incompletely, we invite you to let us know for further investigation.
21.6 Limitations Period. YOU AND VIDEOO AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, THE VIDEOO PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES AS DEFINED UNDER APPLICABLE LAW. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
21.7 Dispute Resolution. By using the Videoo Properties in any manner, you expressly agree to the dispute resolution provisions in this Section 21.7.
21.7.2 Arbitration. Any other dispute (including whether the claims asserted can be arbitrated) shall be referred to and finally determined through binding and confidential arbitration ("Arbitration") at a mutually agreed upon location in Miami-Dade County, Florida, USA. Arbitration shall be subject to the U.S. Federal Arbitration Act, 9 U.S.C. §§1 et seq., as amended (the "FAA"), and not any state arbitration law. Arbitration shall be conducted before one (1) commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association ("AAA"), who shall be selected in accordance with AAA Rules and Procedures (defined below). As modified by the Terms, and unless otherwise agreed upon by the parties hereto in writing, Arbitration will be governed by the AAA's Commercial Arbitration Rules and any Expedited Rules thereof, and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively "AAA Rules and Procedures"). Arbitration, its proceedings, and all pleadings and written evidence will be in the English language and the American variation thereof. Any written evidence originally in a language other than English will be submitted in English translation accompanied by the original or true copy thereof. The English language version will control. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator will not have authority to award damages in excess of the amount, or other than the types, allowed by Section 16. Judgment on the award of the arbitrator may be entered by any court of competent jurisdiction. The arbitrator also shall be authorized to grant any temporary, preliminary or permanent equitable remedy or relief it deems just and equitable and within the scope of the Terms including, without limitation, an injunction or order for specific performance. The arbitration award shall be final and binding upon the parties hereto without appeal or review except as permitted by Florida law or the FAA.
21.7.3 Effect of Arbitration on Your Rights. PURSUANT TO THIS SECTION 21.7, YOU ARE GIVING UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS EXCEPT FOR MATTERS THAT MAY BE BROUGHT IN SMALL CLAIMS COURT AS SET FORTH IN SECTION 21.7.1. YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. YOU ARE ENTITLED TO A FAIR HEARING, BUT ARBITRATION AND ITS RELATED PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. ARBITRATOR DECISIONS ARE AS ENFORCEABLE AS ANY COURT ORDER AND ARE SUBJECT TO VERY LIMITED REVIEW BY A COURT.
21.7.4 Arbitration Procedures. YOU AND VIDEOO MUST ABIDE BY THE FOLLOWING RULES: (I) ANY CLAIMS BROUGHT BY YOU OR VIDEOO MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (II) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF; (III) IN THE EVENT THAT YOU ARE ABLE TO DEMONSTRATE THAT THE COSTS OF ARBITRATION WILL BE PROHIBITIVE AS COMPARED TO COSTS OF LITIGATION, VIDEOO WILL PAY AS MUCH OF YOUR FILING AND HEARING FEES IN CONNECTION WITH ARBITRATION AS THE ARBITRATOR DEEMS NECESSARY TO PREVENT ARBITRATION FROM BEING COST-PROHIBITIVE AS COMPARED TO THE COST OF LITIGATION; (IV) VIDEOO ALSO RESERVES THE RIGHT IN ITS SOLE AND EXCLUSIVE DISCRETION TO ASSUME RESPONSIBILITY FOR ALL OF THE COSTS OF ARBITRATION; (V) THE ARBITRATOR SHALL HONOR CLAIMS OF PRIVILEGE AND PRIVACY RECOGNIZED AT LAW; (VI) ARBITRATION SHALL BE CONFIDENTIAL, AND NEITHER YOU NOR WE MAY DISCLOSE THE EXISTENCE, CONTENT OR RESULTS OF ANY ARBITRATION, EXCEPT AS MAY BE REQUIRED BY LAW OR FOR THE PURPOSES OF ENFORCEMENT OF THE ARBITRATION AWARD; (VII) THE ARBITRATOR MAY AWARD ANY INDIVIDUAL RELIEF OR INDIVIDUAL REMEDIES THAT ARE PERMITTED BY APPLICABLE LAW; AND (VIII) EACH SIDE PAYS ITS OWN ATTORNEYS' FEES AND EXPENSES UNLESS THERE IS A STATUTORY PROVISION THAT REQUIRES THE PREVAILING PARTY TO BE PAID ITS FEES AND LITIGATION EXPENSES, AND THEN IN SUCH INSTANCE, THE FEES AND COSTS AWARDED SHALL BE DETERMINED BY APPLICABLE LAW. FOR PURPOSES OF CLARIFICATION AS TO THE RIGHTS POTENTIALLY WAIVED HEREUNDER, THE ARBITRATOR SHALL HAVE NO POWER OR AUTHORITY TO CONDUCT A CLASS-WIDE ARBITRATION, PRIVATE ATTORNEY GENERAL ARBITRATION OR JOINED OR CONSOLIDATED ARBITRATION.
21.7.5 Nonarbitrable Matters. Notwithstanding the agreement to arbitrate herein, claims of defamation, violation of the U.S. Computer Fraud and Abuse Act (CFAA), 18 U.S.C. §1030 et seq., as amended, and infringement or misappropriation of the other party's patents, copyrights, Marks or trade secrets shall not be subject to Arbitration; such claims shall be exclusively brought in and resolved by the state or federal courts located in and for Miami-Dade County, Florida. Additionally, notwithstanding this agreement to arbitrate, either party hereto may seek emergency equitable relief before the state or federal courts located in Miami-Dade County, Florida, in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located in such country for such purpose. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
21.7.6 Severability. With the exceptions set forth in Section 21.7.4 (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable, or illegal by a court of competent jurisdiction, or otherwise conflicts with AAA Rules and Procedures as determined by the arbitrator, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, any such prohibitions set forth in Section 21.7.4 is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Videoo shall be entitled to arbitration. IF FOR ANY REASON, ANY CLAIM IS ALLOWED TO PROCEED IN COURT RATHER THAN IN ARBITRATION, THE DISPUTE SHALL BE EXCLUSIVELY BROUGHT IN AND RESOLVED BY THE STATE OR FEDERAL COURTS IN MIAMI-DADE COUNTY, FLORIDA, AND THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF SUCH LITIGATION. IN ADDITION, AND NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, IN THE EVENT THAT THE CLASS ACTION WAIVER IN SECTION 21.7.4 IS DETERMINED TO BE INVALID OR UNENFORCEABLE BY A COURT OF COMPETENT JURISDICTION, THEN, SUBJECT TO THE RIGHT TO APPEAL SUCH A RULING, ANY CLASS ACTION, IF ALLOWED TO PROCEED, SHALL PROCEED ONLY BEFORE A COURT OF COMPETENT JURISDICTION IN AND FOR MIAMI-DADE COUNTY, FLORIDA, AND NOT IN CLASS-WIDE ARBITRATION, AND THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN RESPECT OF SUCH CLASS ACTION. For more information on AAA and AAA Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
21.8 Governing Law. The Terms and the Videoo Properties and any action related thereto will be governed and interpreted by and under the laws of the State of Florida, consistent with the FAA, without giving effect to any principles that provide for the application of the law of another jurisdiction, and, as applicable, U.S. federal law. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Terms.
21.9 Choice of Language. The parties hereto expressly desired that the Terms and all related documents were drafted in English, in the American variation thereof. C'est law volone expresse des parties que la presente convention ainsi que les documents qui s'y rattacent soient rediges en anglais.
21.10 Notice. Where Videoo requires that you provide an e-mail address, you are responsible for providing Videoo with your most current e-mail address. In the event that the last e-mail address you provided to Videoo is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, Videoo's dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Videoo at the following address: Videoo, Inc., 2637 E. Atlantic Blvd, #15903, Pompano Beach, FL 33062, firstname.lastname@example.org. Such notice shall be deemed given when received by Videoo by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
21.11 Waiver. Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
21.12 Severability. If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
21.13 Export Control. You may not use, export, import, or transfer the Videoo Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Videoo Properties, and any other applicable laws. In particular, but without limitation, the Videoo Properties may not be exported or re-exported (i) into any United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Videoo Properties, you represent and warrant that (i) you are not located in a 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, and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use the Videoo Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by Videoo are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Videoo products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
21.14 Entire Agreement; Construction. The Terms are the final, complete and exclusive agreement of the parties hereto with respect to the subject matter hereof and supersede and merge all prior discussions between the parties hereto with respect to such subject matter. Sections headings are included for convenience of reference only and shall not affect interpretation of any term or provision of the Terms. Terms used and defined in the singular shall mean to include the plural, and vice versa.
22. International Provisions. The following provisions shall apply only if you are located in the countries listed below.
22.2 Germany. Notwithstanding anything to the contrary in Section 16, Videoo is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).