Subscription Service Agreement

This VIDIZMO.COM’s Subscription Service Agreement is between VIDIZMO.COM with its principal place of business at 47378 Westwood Pl, Sterling VA 20165 ("VIDIZMO") and "Customer" with its principal place of business as provided during Channel / Account sign process, on behalf of itself and its Affiliates. VIDIZMO.COM and “Customer” hereby agree that the following terms and conditions will apply to the services and software provided by VIDIZMO.COM to “Customer”.

By signing this agreement, or signing up a Channel Account (“Service”) on VIDIZMO.COM or by using VIDIZMO.COM service(s) or continuing to use the VIDIZMO.COM service(s), this Subscription Service Agreement is valid and in effect. Usage of Service includes all content and functionality available through the VIDIZMO.COM website and sub-sites, published by VIDIZMO.COM.

VIDIZMO.COM and you (the “customer”) fully agree to the following terms and conditions. You represent that you are 18 years of age or older and have the legal power and authority to enter into this agreement. If you are signing up to use VIDIZMO.COM’s various products and services on behalf of a company, you represent that you have complete authority to bind the “Customer” to the terms governing the use of the VIDIZMO.COM services, and the term “customer” means your company, all of its employees and its Affiliates. If you do not agree to the terms of this agreement, or if you do not have the authority, then you must stop using VIDIZMO.COM products and services.

1. Customer and Users
   The term “Customer” shall mean the individual, a business or a legal entity including its employees, affiliates, partners, customers, contractors and agents registering for any VIDIZMO.COM product or Service via any VIDIZMO.COM web site. The term “User” and “Users” shall mean an individual, and if the “Customer” is representing a business or a legal entity, the term shall also encompass its employees, affiliates, partners, customers, contractors or agents, who access the Service established by the “Customer”.
   
   
2. Accurate Customer Information
   The Customer agrees to provide VIDIZMO.COM with accurate billing and contact information, including legal name, company name (if applicable), street address, telephone number, and Email address. The Customer also agrees to notify VIDIZMO.COM of any changes to this information within a period not to exceed 30 days. VIDIZMO.COM reserves the right to terminate Customer access to the Service, without any obligation to return Customer data, if the Customer provides false or fraudulent contact or billing information.
   
   
3. Customer Account Security and Passwords
   The Customer is entirely responsible for any and all activities that occur within the Cusomer’s account, and where applicable, the activities that occur within additional accounts established by the Customer. The Customer will choose, or be temporarily assigned, all applicable passwords to use with the VIDIZMO.COM Service. The Customer shall be entirely responsible for maintaining the confidentiality of their passwords and account data, and where applicable the passwords and accounts of each user accessing the Service using an account established by the Customer. Any unauthorized use or breach of security of a Customer account, and where applicable other accounts established by the Customer, shall be reported immediately to VIDIZMO.COM.
   
   
4. Customer Account Data
   VIDIZMO.COM acknowledges that all data submitted to the VIDIZMO.COM Service by the Customer, or its agents, is intellectual property owned exclusively by the Customer. The Customer acknowledges, and agrees, that the accuracy, integrity, reliability, quality, legality, and copyright of all Customer Data shall be the sole responsibility of the Customer, and VIDIZMO.COM shall not be held accountable or liable for any correction, deletion, loss, destruction, or failure to store any such Data.
   
   
5. Confidentiality of Customer Data
   All Customer account data is considered confidential. VIDIZMO.COM will not share, rent, sell, or trade Customer information or Customer account data. VIDIZMO.COM may use the Customer’s contact information to contact the Customer to provide support, evaluate the satisfaction of service, enhance Customer experience or ensure proper billing and payment for our service.
   
   
6. Customer Data Backup and Security
   VIDIZMO.COM shall use all reasonable efforts to protect Customer’s data, however it is Customer’s responsibility to secure and maintain their copy of all data.
   
   
7. Inappropriate Use
   The Customer, and employees or agents, will not use the VIDIZMO.COM Service in any way to transmit through the Service any unlawful, harassing, libelous, unsolicited commercial email ("spam"), abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind. The Customer agrees to defend, indemnify, and hold VIDIZMO.COM harmless against any claim or action, civil or criminal that arises from the Customers use of the Service in any manner.
   
   
8. Customer Support
   VIDIZMO.COM, or its designee(s), shall provide Email or Telephone support during normal business hours (9:00am to 5:00pm Eastern Time Zone) Monday-Friday, except on holidays. VIDIZMO.COM can be contacted via phone +1 703 436 2120 or via WWW.VIDIZMO.COM
   
   

1. Account
   The Customer’s signing up a Channel Account (“Service”) at VIDIZMO.COM; or its use shall be deemed to be agreement to establish and maintain Service by the Customer and to abide by all the terms and conditions of this Agreement.
   
   Service will provide the Customer with the use of VIDIZMO.COM’s web-based software, consisting of a browser interface, for uploading videos, sounds, images, documents etc. (the “Content”), creating Rich Media Presentations, delivering these presentations to the audience, running analytics and evaluation reports on the usage, store raw data such as video, audio, documents, pictures, quiz library and caption library and issuing completion certificates etc.
   
   
2. Service Access and Availability
   The Customer is responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access any VIDIZMO.COM Service, and for paying all third-party access charges incurred while using the Service. VIDIZMO.COM warrants that the VIDIZMO.COM Service will have 98.99% uptime reliability. If the Service experiences an outage greater than the uptime warranty, the Customer will be entitled to a refund of Total Monthly Subscription fees equal to the prorated number of minutes of the reported outage. The Customer acknowledges, and agrees, that written notice from the Customer showing proof of the outage must be made within 10 days of the outage, and that planned outages in which VIDIZMO.COM provides at least 24 hours advanced notice shall not be entitled to refunds.
   
   
3. Proprietary Software and License
   Customer acknowledges, and agrees, that the Service uses proprietary software (the “Software”) owned by VIDIZMO.COM, and the Customer is being granted an individual, non-exclusive, non-transferable license to use the Software subject to the terms and conditions of this Agreement. The Customer acknowledges, and agrees, that the Customer, its employees or agents, are expressly prohibited, directly or indirectly, from attempting to discover the source code, underlying algorithms, or technology of the Software; rent, lease, sell, assign, or transfer rights to the Software; modify or make derivative works based on the Software; or use the Software in any service bureau or timeshare capacity. The Customer acknowledges, and agrees, that VIDIZMO.COM retains exclusive ownership throughout the world of its Software, including portions or copies, and all rights not expressly granted to the Customer are reserved by VIDIZMO.COM.
   
   

1. 30-Day Free Trial Subscription
   On occasion, the Customer may be given a 30-day free limited trial period to use the VIDIZMO.COM Service. Commencement of the 30-day period starts with the date of acceptance of this Agreement. The Customer acknowledges, and agrees, that following the expiration of the 30-day trial, VIDIZMO.COM may notify the Customer of the expiration of the free trial period, and the Customer acknowledges, and agrees, that continued use of the Service beyond the 30-day trial date will automatically renew this Subscription Service Agreement, and constitute acceptance of the obligation for payment of the Service under the terms and conditions of this Agreement. VIDIZMO.COM has no obligations to Customer in any way during the trial period.
   
   
2. Paid Subscription Plan
   Customer agrees to have bought VIDIZMO.COM account in accordance to a “Subscription Plan” selected on VIDIZMO.COM Web Site during checkout (buying) process or by issuing a Statement of Work to VIDIZMO.COM. CUSTOMER further acknowledges and agrees that Customer will be entitled to pay an amount at least equal to the price of the “Subscription Plan” bought by the Customer for every billing period/cycle in advance of the billing cycle. Customer understands that “Subscription Plan” offers a maximum limit on their usage in terms of number of users, number of authors, amount of data storage and amount of Internet Usage (or viewing hours) consumed by the Customer in a given billing period/cycle. And therefore Customer agrees to use VIDIZMO.COM for the paid account in accordance to these limits. However, in case Customer does exceed these limits, set forth by the package purchased by the Customer, Customer will be liable to pay the difference of amount as defined in subscription agreement and revised time to time.
   
   
3. Billing Period and Payment Method – Monthly Payment Plans
   Once Customer purchases a “Subscription Plan”, VIDIZMO.COM charges and collects fees in advance for the use of the various “Services”. If the Customer selects a Service that is available on the Monthly Payment Plan, the Customer acknowledges, and agrees, that the Service will be provided on a monthly billing cycle. A recurring billing charge will be automatically issued to the Customer every month for the Total Monthly Subscription Fees. Payment shall be made using Credit Card or via Check, Debit or Wire Transfer and will be in U.S. Dollars. The Customer agrees to pay the Total Monthly Subscription fees for its account in accordance with the “Subscription Plan” and billing terms in effect at the time the fees are due and payable. The Subscription fees are nonrefundable whether or not any, or all, of the User Licenses or Internet Usage (viewing hours) are actively used for the Service during the monthly billing cycle. The Total Monthly Subscription fees or portions thereof, are also non-refundable if the Customer chooses to cancel their account prior to the end of the monthly billing cycle.
   
   
4. Billing Period and Payment Method – Yearly Payment Plans
   VIDIZMO.COM charges and collects fees in advance for the use of the Service. If the Customer selects a Subscription Plan that is available on the Yearly Payment Plan, the Customer acknowledges, and agrees, that the Service will be provided on a yearly billing cycle (12 months). A recurring billing charge will be automatically issued to a Customer every year for the Total Yearly Subscription fee. Payment shall be by Credit Card, Debit, Check or Wire Transfer and will be payable in U.S. Dollars. The Customer agrees to pay the Total Yearly Subscription fee for its account in accordance with the Yearly Subscription fee and billing terms in effect at the time the fee is due and payable. The Yearly Subscription fee is nonrefundable whether or not any, or all, of the User Subscription or Internet Usage (viewing hours) is actively used for the Service during the yearly payment cycle. The Yearly Subscription fee, or portions thereof, is also nonrefundable if the Customer chooses to cancel their account prior to the end of the yearly billing cycle.
   
   
5. Calculation of Subscription fees
   The Subscription fees charged to the Customer shall be equal to the current “Subscription Plan” in affect at the time of the Customers’ billing cycle based on purchased package, will be calculated as follows:
   
   
   • Subscription Fee (for next billing cycle)
   • Excess Data Storage fee (for previous billing cycle)
   • Excess Usage / User fee (for previous billing cycle)
   
   
   
6. Excess Data Storage Fees
   VIDIZMO.COM Service includes ability for customer to upload content. If the amount of disk storage for content uploaded by the Customer on VIDIZMO.COM exceeds the limits set forth by the Subscription Plan purchased by the Customer, the Customer will be charged for the Excess Data Storage fee based on the difference of disk storage amount consumed by Customer and the disk storage amount allowed in purchased package. VIDIZMO.COM provides reports on Data Storage used to help Customer track Data Storage being consumed by Customer and hence to keep it under control and allowed limits. VIDIZMO.COM reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.
   
   
7. Excess Usage Fees
   VIDIZMO.COM Service includes ability for customer and its users to access VIDIZMO.COM websites & consume content and Rich Media Presentations created by the Customer via Internet thereby consuming Internet Usage (“Data Bandwidth” - also calculated in viewing hours). If the amount of Internet Usage consumed by the Customer or its users on VIDIZMO.COM exceeds the limits set forth by the “Subscription Plan” purchased by the Customer, the Customer will be charged for the Excess Usage fee based on the difference of Internet Usage (viewing hours) consumed by Customer and the Internet Usage (viewing hours) allowed in purchased “Subscription Plan”. VIDIZMO.COM provides reports on Usage to help Customer track Internet Usage (viewing hours) being consumed by Customer and hence to keep it under control and allowed limits. VIDIZMO.COM reserves the right to establish or modify its general practices and limits relating to Excess Usage Fees.
   
   
8. Excess User Subscription fee
   The Customer acknowledges, and agrees, that the Service is billed on a selected “Subscription Plan” allowing a limited number of Users to access & consume VIDIZMO.COM services. If the number of User accounts created by the Customer on VIDIZMO.COM, exceed the limits set forth by the Package purchased by the Customer, the Customer will be charged for the Excess User Subscription fee based on terms and conditions in “Subscription Plan”. VIDIZMO.COM provides management of user accounts to help Customer add, edit and delete its user accounts and hence to keep it under control and allowed limits. VIDIZMO.COM reserves the right to establish or modify its general practices and limits relating to number of user accounts created by the Customer.
   
   
9. Local and State Taxes
   Billing amounts are exclusive of all taxes, levies, or duties that may be imposed by taxing authorities having jurisdiction over the Customer’s access location. Due to the mobility of access to the VIDIZMO.COM Service, the Customer acknowledges, and agrees, to be responsible for the payment of such taxes, levies, or duties, if any.
   
   
10. Billing Errors
    In case the Customer identifies a billing error, the Customer must contact VIDIZMO.COM in writing within 30 days of receiving an invoice or billing receipt containing the amount in question in order to be eligible to receive a credit or adjustment. Upon verification & validation of reported Billing error by VIDIZMO.COM and in the outcome that VIDIZMO.COM finds the Billing error to be true, the maximum credit that a Customer could be entitled to, shall not exceed the total amount of the bill in question.
    
    
11. Renewal of Service Agreement
    The Customer acknowledges, and agrees, that this Service Agreement shall automatically renews based on “Subscription Plan” unless either party requests a change to the Subscription Agreement or its termination.
    
    
12. Non-Payment
    In the event the Customer account becomes overdue, VIDIZMO.COM reserves the right to suspend the VIDIZMO.COM Service provided to the Customer. The Customer acknowledges, and agrees, that suspension of the account will deny the Customer, and all users accessing the VIDIZMO.COM Service using the Customer account, access to the VIDIZMO.COM Service until delinquent accounts are paid in full. In addition to the rights granted herein, VIDIZMO.COM reserves the right to terminate this Agreement in accordance with the terms and conditions of this Agreement. In the event the Customer stops or voids any payment to VIDIZMO.COM, claims a credit for credit card payments for VIDIZMO.COM Services already used, or in any way impedes VIDIZMO.COM’s ability to collect funds for Services already rendered, VIDIZMO.COM shall be entitled to interest in the amount of 1.5% per month, plus VIDIZMO.COM shall be entitled to recovery of all collections costs and attorney’s fees.
    
    
13. Termination of Service Agreement
    The Customer or VIDIZMO.COM may terminate this Service Agreement by notifying the other party in writing at least 30 days prior to the beginning of the next billing cycle. Upon termination of the Service Agreement for any reason, the Customer, and all its users accessing the VIDIZMO.COM Service using the Customer account, will immediately cease all use of the VIDIZMO.COM Service. After termination, VIDIZMO.COM will remove all data in the Customer account. VIDIZMO.COM will make a file of the Customer data available to the Customer for a fee if the Customer makes such a request in writing at the time notice of termination is given and all Customer charges are paid in full upon termination. The Customer acknowledges, and agrees, that VIDIZMO.COM is not obligated to retain the Customer data after termination, and will delete the data after such time.
    
    

1. Copyright
   Customer can upload or submit content on VIDIZMO.COM service for its own use, while VIDIZMO.COM is only a platform that allows the Customer to host content, transform & deliver that content. Therefore it is the sole responsibility of the Customer not to infringe any rights or claims of any 3rd party by utilizing third party copyrighted material such as video, audio, documents, etc. which is subject to other party’s proprietary rights, unless Customer has permission from the rightful owner of the material or is otherwise legally entitled to post the material and to grant VIDIZMO.COM for storage and online delivery of such material. You hereby grant VIDIZMO the following worldwide, royalty-free, non-exclusive, sub-licensable and transferable rights and licenses to host, cache, store, archive, index, crawl, create algorithms based on, modify or transcode Your Content to appropriate media formats, standards or mediums as part of VIDIZMO.
   
   
2. Content Violation
   In case Customer uses a content not owned by Customer or Customer not legally entitled for its use, and upon getting such information from the copyright owner of the material, VIDIZMO.COM may ask Customer to take down such content from VIDIZMO.COM service or take it down itself in case Customer is unable to do so. Customer understands that VIDIZMO.COM is fully aware of and adheres to ‘Digital Millennium Copyright Act’ which is a government devised Act for enforcing copyright of digital content, and therefore will deal in such cases according to it.
   
   
3. Export Regulations
   The Customer agrees to comply strictly with all U.S. export laws and controls and assumes sole responsibility for obtaining licenses or permits for export or re-export as may be required.
   
   

1. Assignment
   This Agreement may not be assigned by the Customer without the prior written approval of VIDIZMO.COM, but may be assigned by VIDIZMO.COM to a parent or subsidiary, an acquirer of assets, or a successor by merger.
   
   
2. Suggestions
   VIDIZMO shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including its Users, relating to the operation of the Services.
   
   
3. Venue and Choice of Law
   The laws of the state of Virginia (VA, USA) shall govern the validity of this Service Agreement, the construction of its terms and the interpretation of the rights of the parties hereto.
   
   
4. Unenforceability of Provisions
   If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of the Agreement shall nevertheless remain in full force and effect.
   
   
5. Modification of Subscription Agreement
   VIDIZMO.COM reserves the right to change the terms and conditions of this Agreement, and all policies relating to any VIDIZMO.COM Service, at any time. VIDIZMO.COM shall notify the “Customer” by posting an updated version of this Agreement on the Service in question. Customer is responsible for regularly reviewing this Agreement on WWW.VIDIZMO.COM . Continued use of any VIDIZMO.COM product or service after any such changes shall constitute Customer's consent to such changes.
   
   
6. Notices
   Any and all notices, demands, or other communications required or desired to be given hereunder relating to the terms and conditions of this Agreement shall be made in writing and shall be validly given or made to another party if personally served; or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested; or if by Email when receipt is electronically confirmed. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand, or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as follows: If to the Customer: the Customer’s address on record in VIDIZMO.COM account information. If to VIDIZMO.COM the Customer may give notice to: VIDIZMO.COM 47378, Westwood Pl, Sterling, VA-20165. If such notice, demand, or other communication is given by Email, such notice shall be deemed given 48 hours after sending, or electronically acknowledged, whichever is less.
   
   
7. Warranty Disclaimer
   The VIDIZMO.COM service is provided to the customer strictly on an “as is” basis and VIDIZMO.COM and its licensors make no warranty, representation, or guaranty, either express or implied, as to the fitness for a particular purpose, merchantability, non-infringement of third party rights, reliability, availability, or accuracy of content. VIDIZMO.COM does not guaranty, warrant, or represent that the service will be secure, uninterrupted, error-free, or free of viruses or other harmful components, or that errors or defects will be corrected.
   
   
8. Limitation Of Liability
   In no event shall VIDIZMO.COM’s total liability exceed the amounts actually paid by the customer to VIDIZMO.COM for the VIDIZMO.COM service under this service agreement for the month immediately preceding the act of injury that gave rise to the liability. Neither VIDIZMO.COM nor its licensors shall be liable to anyone for any indirect, incidental, consequential, special, exemplary, punitive, or other damages of any type or kind (including loss or inaccuracy of data, revenue, or profits) arising out of, or in connection with, this service or the inability to use the service, even if VIDIZMO.COM has been previously advised of the possibility of such damages.
   
   

   Executed by VIDIZMO.COM LLC:	Executed by
   Authorized Signature: -------------------------- Name: -------------------------- Title: -------------------------- Date: --------------------------	Authorized Signature: -------------------------- Name: -------------------------- Title: -------------------------- Date: --------------------------