This VIDIZMO’s Subscription Service Agreement is between VIDIZMO, LLC. 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. The VIDIZMO allows its customers to instantly setup their own online branded corporate presence for Corporate Communication, Education, Training & Learning using digial media and video streaming enterprise technologies. VIDIZMO and “Customer” hereby agree that the following terms and conditions will apply to the services and software provided by VIDIZMO to “Customer”.

Acceptance of Terms
By signing this Agreement, or registering for VIDIZMO Account ( “VIDIZMO Service” or “Service”) or by using Service or continuing to use the Service, this Subscription Service Agreement is valid and in effect. Usage of Service includes all content and functionality available through the VIDIZMO website, its sub-sites, published by VIDIZMO.

VIDIZMO 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’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 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 products and services.

Subscriber

Customer and User
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 product or Service via any VIDIZMO 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 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 of any changes to this information within a period not to exceed 30 days. VIDIZMO 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 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.

Customer Account Data
VIDIZMO acknowledges that all data submitted to the VIDIZMO 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 shall not be held accountable or liable for any correction, deletion, loss, destruction, or failure to store any such Data.

Confidentiality of Customer Information
Customer Information such as contact details, data, and usage analytics is considered confidential. VIDIZMO will not share, rent, sell, or trade Customer information. VIDIZMO may use the Customer Information to contact the Customer and provide necessary support, evaluate the satisfaction of service, enhance Customer experience or ensure proper billing and payment for our service.

Customer Data Backup and Security
VIDIZMO shall use all reasonable efforts to protect Customer’s data, however it is Customer’s responsibility to secure and maintain backup copy of all its data.

Inappropriate Use
The Customer, and employees or agents, will not use the VIDIZMO 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 harmless against any claim or action, civil or criminal that arises from the Customers use of the Service in any manner.

Customer Support
VIDIZMO, or its designee(s), shall provide 24×7 Email Support or Telephone support during normal business hours (9:00am to 9:00pm Eastern Time Zone) Monday-Friday, except on holidays.

The Service

Choice
Customer may choose VIDIMZO Shared Cloud or can bring its own Cloud under “Bring Your Own Cloud” model for Storage, Streaming and also to host VIDIZMO Server Software. Customer will be responsible for storage, bandwidth and CPU costs and pay directly to its Cloud provider. In Bring Your Own Cloud Model, Customer will only pay VIDIZMO for Software Subscription Services that include Software License, Support Fee. In Bring Your Own Cloud Model with Shared VIDIZMO CPU, Customer will be also be responsible for paying Shared CPU fee.

Account
By registering for a VIDIZMO Account (“Service”); its use or continued use shall be deemed to be agreement to establish and maintain Service by the Account User and to abide by all the terms and conditions of this Agreement. Service will provide the Customer with the use of VIDIZMO Software through Web browsers.

Service Access and Availability
The Customer is responsible for obtaining and maintaining all computer hardware, software and communications equipment needed to access any VIDIZMO Service, and for paying all third-party access charges incurred while using the Service. VIDIZMO warrants that the VIDIZMO 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 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 or its affiliates, 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 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.

Subscription

30-Day Free Trial Subscription
On occasion, the Customer may be given a 30-day free limited trial period to use the VIDIZMO 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 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 has no obligations to Customer in any way during the trial period.

Paid Subscription Plan
Customer agrees to have bought VIDIZMO account in accordance to a “Subscription Plan” selected on VIDIZMO Web Site during checkout (buying) process or by issuing a Statement of Work to VIDIZMO. 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 Registered or Active Users, and other factors described in the plan such as storage, encoding or bandwidth consumed by the Customer in a given billing period/cycle. Customer agrees to use VIDIZMO 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
Once Customer purchases a “Subscription Plan”, VIDIZMO 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 or Yearly billing cycle. A recurring billing charge will be automatically issued to the Customer every Billing Period. 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 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 Usage are actively used for the Service during the billing period. The Total Subscription fees or portions thereof, are also non-refundable if the Customer chooses to cancel their account prior to the end of the billing period.

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.

Excess Data Storage Fees
VIDIZMO Service includes ability for customer to upload content. If the amount of disk storage for content uploaded by the Customer on VIDIZMO 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 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 reserves the right to establish or modify its general practices and limits relating to storage of Customer Data. This fee will not apply if Customer is using its own Microsoft Windows Azure Cloud for storage under Bring Your Own Cloud model.

Excess Usage Fees
VIDIZMO Service includes ability for customer and its users to access VIDIZMO 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 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 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 reserves the right to establish or modify its general practices and limits relating to Excess Usage Fees. This fee will not apply if Customer is using its own Microsoft Windows Azure Cloud for streaming for storage under Bring Your Own Cloud model.

Excess Registered/Active User Subscription Fee
The Customer acknowledges, and agrees, that the Service is billed on a selected “Subscription Plan” allowing a limited number of Registered or Active Users to access and consume VIDIZMO Service. If the number of User accounts created by the Customer, exceed the registered User limits or Number of Users access the Service within a calendar month exceed Active User limit 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 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.

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 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 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 and in the outcome that VIDIZMO 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.

Non-Payment
In the event the Customer account becomes overdue, VIDIZMO reserves the right to suspend the VIDIZMO 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 Service using the Customer account, access to the VIDIZMO Service until delinquent accounts are paid in full. In addition to the rights granted herein, VIDIZMO 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, claims a credit for credit card payments for VIDIZMO Services already used, or in any way impedes VIDIZMO’s ability to collect funds for Services already rendered, VIDIZMO shall be entitled to interest in the amount of 1.5% per month, plus VIDIZMO shall be entitled to recovery of all collections costs and attorney’s fees.

Termination of Service Agreement
The Customer or VIDIZMO 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 Service using the Customer account, will immediately cease all use of the VIDIZMO Service. After termination, VIDIZMO will remove all data in the Customer account. VIDIZMO 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 is not obligated to retain the Customer data after termination, and will delete the data after such time.

Customer Content

Copyright
Customer can upload or submit content on VIDIZMO service for its own use, while VIDIZMO is only a platform that allows the Customer to host content, transform and 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 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 Service.

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 may ask Customer to take down such content from VIDIZMO Service or take it down itself in case Customer is unable to do so. Customer understands that VIDIZMO 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.

General

Assignment
This Agreement may not be assigned by the Customer without the prior written approval of VIDIZMO, but may be assigned by VIDIZMO to a parent or subsidiary, an acquirer of assets, or a successor by merger.

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.

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 reserves the right to change the terms and conditions of this Agreement, and all policies relating to any VIDIZMO Service, at any time. VIDIZMO 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 product or service after any such changes shall constitute Customer’s consent to such changes.

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 account information. If to VIDIZMO the Customer may give notice to: VIDIZMO 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.

Warranty Disclaimer
The VIDIZMO Service is provided to the customer strictly on an “as is” basis; VIDIZMO 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 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’s total liability exceed the amounts actually paid by the customer to VIDIZMO for the VIDIZMO service under this service agreement for the month immediately preceding the act of injury that gave rise to the liability. Neither VIDIZMO 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 has been previously advised of the possibility of such damages.

Changes to Subscription Service Agreement

VIDIZMO will occasionally update Subscription Service Agreement to reflect company and customer feedback. VIDIZMO encourages you to periodically review Subscription Service Agreement to be informed of how VIDIZMO is protecting your information.

Contact Information

VIDIZMO welcomes your questions regarding this Subscription Service Agreement, please contact VIDIZMO for any questions at:

VIDIZMO LLC
47378 Westwood Pl
Sterling, Virginia 20165

Email Address: sales@VIDIZMO
Telephone number: 1.571.969.2180

Effective as of March 25th, 2014