Welcome to Vidoop. VidoopConnect, VidoopSecure, MyVidoop and vidoop.com and any affiliated software, code, or sites are properties of Vidoop, LLC (collectively “Vidoop”). We provide our services to you subject to the following conditions. If you chose to install or otherwise utilize VidoopConnect™,VidoopSecure™ or MyVidoop.com or otherwise use Vidoop.com (the “Services”), you accept these conditions. Please read them carefully. In addition, when you use any current or future Vidoop service or visit or use any business affiliated with Vidoop, whether or not included in the Services, you also will be subject to the guidelines and conditions applicable to such service or business. If these conditions are inconsistent with such guidelines and conditions, such guidelines and conditions will control. Vidoop reserves the right to update these conditions. Changes to the conditions of use may occur with or without notice to you. By using the Services, you consent to the present and future versions of the conditions of use.

Any computer software downloadable or otherwise available from Vidoop is licensed subject to the terms of these Terms and Conditions.

SITES LINKED FROM THE SERVICES

The sites linked from the Services are not under Vidoop’s control, and Vidoop does not assume any responsibility or liability for any communications or materials available at such linked sites. Vidoop does not intend links to be referrals or endorsements of the linked entities; they are provided for convenience only.

VIDOOP SERVICES

By downloading and using the Services you agree to be bound by these Terms and Conditions located at https://login.vidoop.com/docs/terms-and-conditions, and the Vidoop Privacy Policy. If you disagree with any of the terms below, Vidoop does not grant you a license to use the Services.

LICENSED USES AND RESTRICTIONS.

(a) The Services, and any updates provided by Vidoop (in its sole discretion) are owned by Vidoop and are licensed to you on a worldwide (except as limited below), non-exclusive, non-sublicenseable, revocable basis, on the terms and conditions set forth herein, and solely for your use. These Terms and Conditions define legal use of the Services, all updates, revisions, substitutions, and any copies of the Services made by Vidoop. All rights not expressly granted to you are reserved by Vidoop.

(b) You may NOT distribute, share, sell, lease, or otherwise make available the Services or any applications that include the Services, to third parties, or reverse engineer, decompile, or disassemble any sample software provided hereunder.

(c) Vidoop may terminate this license, or suspend the distribution or functionality the Services, at any time, for any reason. This license may terminate automatically if (i) you violate any term of these terms, (ii) Vidoop publicly posts a written notice of termination on Vidoop’s Web site, (iii) Vidoop sends a written notice of termination to you, or (iv) Vidoop ceases providing access to the Services to you. For purposes of clarity, termination of this license does not constitute termination of these Terms and Conditions.

(d) If you have questions about your use of the Services, you may contact Vidoop at info@vidoop.com. The contents of any communications you send will be subject to these Terms and Conditions, and you grant to Vidoop all rights to use and incorporate such contents in the Services or any other Vidoop product or service without compensation to you and without further recourse by you.

OWNERSHIP AND RELATIONSHIP OF PARTIES.

The Services are protected by pending patent applications, copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. Vidoop’s rights apply to the Services and all output and executables of the Services. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in these terms and in the, or required by any third parties. Vidoop owns all rights, title, and interest in and to the Services. These Terms and Conditions grant you no right, title, or interest in any intellectual property owned or licensed by Vidoop, including (but not limited to) the Services and Vidoop trademarks.

You assign to Vidoop all ownership interest in any feedback, reporting, results, or any other information associated with the Services.

Ownership of Data and Information; Vidoop’s Use of Personally-Identifiable Information.

All data and information generated from the access and use of the Services, excluding your customers’ names and other personal information, shall be the property of Vidoop, and no third party, including you, shall have the right to own such data and information, or use such data or information except as expressly authorized by these Terms and Conditions. By using the Services, you automatically assign to Vidoop any rights in the data or information generated from the access and use of the Services by your and third party users of your website utilizing the Services (and you agree to make sure that the third party users of your website assign these rights in the data and information to Vidoop).

During the course of providing the Services, Vidoop collects the following data and information: (i) the URL of your website, (ii) a unique cookie for the third party utilizing the Services via your website, (iii) the date and time of the request to utilize the Services, and (iv) the third party’s IP address. For each login attempt by your users utilizing the Services (whether or not authenticated): (i) the information identified in the preceding sentence, (ii) access code entered, and (iii) the determination of whether the access code was correct. Vidoop may use or disclose any of this information and your account information to the extent Vidoop believes it is necessary for Vidoop to (a) provide the Services, (b) satisfy any applicable law, rule or regulation (including legal process or governmental request), (c) enforce any of these Terms of Service (including investigating any potential breach thereof), (d) detect, prevent, or otherwise address fraud, security or technical issues, or (e) protect against perceived imminent harm to the rights, property or safety of Vidoop, the users of the Services or the public as required or permitted by law. In addition, Vidoop may also use or disclose to third parties aggregated, non-personally identifiable information and data (which will not identify your website or a third party individually) in any manner for any purpose.

SUPPORT.

Vidoop may elect to provide you with support or modifications for the Services (collectively, “Support”), in its sole discretion, and may terminate such Support at any time without notice. Vidoop may change, suspend, or discontinue any aspect of the Services at any time, including the availability of any of the Services. Vidoop may also impose limits on certain features and services or restrict access to parts or all of the Services without notice or liability.

FEES AND PAYMENTS.

Vidoop reserves the right to charge fees for future use of or access to the Services in Vidoop’s sole discretion. If Vidoop decides to charge for the Vidoop Services, Vidoop will give you prior notice and may require you to enter into an agreement setting forth the terms and conditions upon which your continued use of the Services shall depend. You agree that Vidoop is not obligated to provide you with any compensation for any feedback, results, improvements or other communication provided to Vidoop in connection with the Services.

ELECTRONIC COMMUNICATIONS

When you or your users utilize the Services or contact Vidoop, you are communicating electronically. You consent to receive communications from us electronically and agree to inform your users they may receive communications from us electronically if they utilize the Services. We will communicate with you and/or your users by e-mail or by posting notices on Vidoop.com. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

THIRD-PARTIES

The Services may also contain links to third party websites. Vidoop is not responsible for the content of these third party sites. Further, Vidoop disclaims any liability for injury caused by the actions of these third party websites, including any disclosure of personal information or actions by third party websites that do not conform to the Privacy Policy of Vidoop.

COPYRIGHT

All content included on this site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Vidoop or its content suppliers and protected by United States and international copyright laws, unless marked otherwise. The compilation of all content on this site is the exclusive property of Vidoop and protected by U.S. and international copyright laws. All software used on this site is the property of Vidoop or its software suppliers and protected by United States and international copyright laws.

TRADEMARKS

Vidoop is the owner of several trade names, trademarks, trade dress, and registered trademarks. Vidoop’s trademarks and trade dress may not be used in connection with any product or service that is not Vidoop’s, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Vidoop. All other trademarks not owned by Vidoop or its affiliates that appear on this site or in connection with the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Vidoop or its affiliates.

PATENTS

The Services, and some of Vidoop’s features and services are subject to one or more pending U.S. and foreign patent applications.

LICENSE AND SITE ACCESS

Vidoop grants you a limited license to access and make use of the Services provided hereunder. This license does not include any resale or commercial use of this site or its contents; any derivative use of this site or its contents; or any use of data mining, robots, or similar data gathering and extraction tools. Neither the Services nor any portion of this site may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Vidoop. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Vidoop and our affiliates without express written consent. You may not use any meta-tags or any other “hidden text” utilizing Vidoop’s name or trademarks without the express written consent of Vidoop. Any unauthorized use terminates the permission or license granted by Vidoop. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Vidoop so long as the link does not portray Vidoop, its affiliates, or their services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Vidoop logo or other proprietary graphic or trademark as part of the link without express written permission.

CREATIVE COMMONS

You may reproduce, subject to the terms of the relevant Creative Commons licenses, images used on the Vidoop site licensed using a Creative Commons license. For more information, please visit www.creativecommons.org.

YOUR ACCOUNT

By opening an account and registering to utilize the Services with Vidoop, you represent and warrant that (i) the information you provide to Vidoop in connection with your account and the registration is true and correct, (ii) you will promptly notify Vidoop if any of your information changes, (iii) you own the website for which you are using the Services, or if your website is owned by an entity, you are authorized to open an account and register with Vidoop and enter into these Terms and Conditions on behalf of such entity (and, in such case, references in these Terms and Conditions to “you” and “your” and words of like import shall be deemed to mean such entity and/or the specific individual who opened the account and registered with Vidoop as specified in your account). You are responsible for all activities that occur under your account and in connection with your offering of the Services to your users. You must notify Vidoop immediately in the event you believe that there has been an unauthorized use of your account or any other breaches of security.

If you use the Services, you are responsible for maintaining the confidentiality of your account and for restricting access to your servers, computers and other equipment used to deliver services or content to your users, and you agree to accept responsibility for all activities that occur under your account with Vidoop. You are also responsible for: (a) maintaining the confidentiality of your users’ account information not related to the Services, (b) maintaining the confidentiality of your account information with any third parties and restricting access thereto, (c) maintaining the confidentiality of your account information for using and accessing the Services, (d) and notifying your users of any changes to the Services and of the Vidoop general Terms of Service and Privacy Policy provided at Vidoop.com. Vidoop and its affiliates reserve the right to refuse service or terminate accounts in their sole discretion.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. VIDOOP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SERVICES, THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES, THIS SITE AND VIDOOP’S PRODUCTS OR SERVICES AND THE DISCLOSURE OF YOUR PERSONAL INFORMATION IS AT YOUR SOLE RISK.

IN NO EVENT WILL VIDOOP BE LIABLE TO YOU OR ANY THIRD PARTY (WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY) FOR INDIRET, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THE ACCESS OR USE OF, OR THE INABILITY TO ACCESS OR USE, THE SERVICES OR ANY PORTION THEREOF, INCLUDING BUT NOT LIMITED TO THE LOSS OF USE OF THE SERVICES, INACCURATE RESULTS, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR DAMAGES STEMMING FROM LOSS OR CORRUPTION OF DATA OR DATA BEING RENDERED INACCURATE, THE COST OF RECOVERING ANY DATA, THE COST OF SUBSTITUE SERVICES OR CLAIMS BY THIRD PARTIES FOR ANY DAMAGE TO COMPUTERS, SOFTWARE, MODEMS, TELEPHONES OR OTHER PROPERTY, EVEN IF VIDOOP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VIDOOP’S MAXIMUM LIABILTY ARISING OUT OF OR RELATING TO YOUR ACCESS OR USE OF THE SERVICES (INCLUDING ACCESS OR USE BY WAY OF YOUR WEBSITE BY ANY CUSTOMER, BUSINESS INVITEE OR BUSINESS VISITOR OF YOU OR YOUR WEBSITE) OR INABILITY TO ACCESS OR USE THE WEBSITE OR SERVICE SHALL NOT EXCEED ONE-HUNDRED AND FIFTY DOLLARS ($150.00).

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

DISPUTES

By using the Services, you agree that the laws of the State of Oregon, without regard to principles of conflict of laws, will govern this Agreement and any dispute of any sort that might arise between you and Vidoop or any of its agents or affiliates.

Any dispute relating in any way to the Services shall be submitted to confidential arbitration in Portland, Oregon, except that, to the extent you have in any manner violated or threaten to violate Vidoop’s proprietary or intellectual property rights, Vidoop may seek injunctive or other appropriate relief in any state or federal court of competent jurisdiction. For the purpose of such relief, you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to non-exclusive venue and jurisdiction in the state and federal courts of Oregon.

Arbitration under this Agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise. Any claim, action or proceeding by you related in any way to the Site must be instituted within one (1) year after the cause of action arose or be forever waived and barred.

POLICIES, MODIFICATION, AND SEVERABILITY

These Terms of Service govern your use of the Services. Vidoop reserves the right to make changes to the Services, web site, policies, and these Terms and Conditions at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

Ver. 1/15/2009