Subscription Service Agreement
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”.
Acceptance of Terms
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 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.
- 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
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”.
- 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.
- 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
- 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.
- 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.
- 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.
- 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.
- 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
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
- 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.
- 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
- 30-Day Free Trial Subscription
On occasion, the Customer may be given a 30-day free limited trial period to use
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.
- Paid Subscription Plan
Customer agrees to have bought
VIDIZMO.COM account in accordance to a “Subscription Plan”
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.
- 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.
- 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.
- 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)
- 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.
- 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.
- 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
- 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.
- 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
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.
- 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.
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
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
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.
- 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.
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
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
- 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
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.
- 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.
This Agreement may not be assigned by the Customer without the prior written approval
VIDIZMO.COM, but may be assigned by
VIDIZMO.COM to a parent or subsidiary, an acquirer of assets,
or a successor by merger.
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.
- 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.
- 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.
- 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.
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
- Warranty Disclaimer
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.
- 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:
Authorized Signature: --------------------------
Authorized Signature: --------------------------