This VideoElephant Terms of Service Agreement (the “Agreement” or “Terms of Service”) is made between Video Elephant Ltd (“VideoElephant,” “we,” “us,” or “our”) and you, our customer (“you” or “your”). This Agreement governs your use of VideoElephant owned-and-operated websites, applications, embeddable video players and text (collectively, the “Services”). This does not include our Content only service and/or monetisation services which are governed by separate agreements..
The material included on or accessible through the Services, such as videos, text, graphics, logos, names, designations, button icons, features, functionalities, images, audio clips, information, data collected from the VideoElephant Service, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material and software (the “Content”), is the exclusive property of VideoElephant and its licensors, and is protected by copyrights, trademarks, trade secrets, or other proprietary rights and subject to applicable laws and regulations.
By creating an account, viewing content, making a purchase, embedding our content, downloading our software, or otherwise visiting or using our Services, you accept this Agreement and consent to contract with us electronically.
If you are an entity other than a natural person, the person who registers the account or otherwise uses our Services must have the authority to bind the entity. In this context, “you” means both the entity and each person who is authorized to access the account.
We may update this Agreement by posting a revised version on our website. By continuing to use our Services, you accept any revised Agreement.
This Agreement includes our Privacy Policy. Please review our Privacy Policy to learn about the information we collect from you, how we use it, and with whom we share it.
Service License: Subject to the terms hereof, we grant you access to our Services. This includes the right to:
We grant you a personal, non-exclusive, non-transferable and revocable right to access and use the VideoElephant Service, which is conditioned on your compliance with the Terms of Service.
The material included on or accessible through the Service, such as text, graphics, logos, names, designations, button icons, features, functionalities, images, audio clips, information, data collected from the VideoElephant Service, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material and software (the “Content”), is the exclusive property of VideoElephant and its licensors, and is protected by copyrights, trademarks, trade secrets, or other proprietary rights and subject to applicable laws and regulations.
Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any other purpose whatsoever. You agree to not use or exploit the Services in any manner inconsistent with any of the rights granted or restrictions set forth herein, including, without limitation, prohibitions on downloading, redistribution, alteration, deletion and deactivation of any content protection mechanisms. You are not allowed to modify, enhance, edit, translate, adapt, reverse engineer, decompile, disassemble or create derivative works based upon or otherwise alter in part or in full any Content or Services.
Features: The features available to you will depend on your plan. We may change features from time to time.
Registration: You may create an account to use services we offer. To do so, you must provide an email address. By creating an account, you agree to receive notices from VideoElephant at this email address. You must keep your email address valid and current so that we are able to contact you.
Age Requirements: You must be at least 18 years old if you wish to use the Services.
Account Security: You are responsible for all activity that occurs under your account, including unauthorized activity. You must safeguard the confidentiality of your account credentials and may not share your account credentials with anyone. If you are using a computer that others have access to, you must log out of your account after each session. If you become aware of unauthorized access to your account, you must change your password and notify us immediately.
Plan Types: We offer free and paid subscriptions that allow you to use our services. You may purchase a “No Ads” plan (you sign up and pay online) or an “Custom” plan (you work with a sales representative and execute an individualized agreement). Advertised prices and features may change.
Fees: You must pay all fees (plus any taxes) during your subscription period and any renewal periods. Our fees may include a fixed monthly or annual fee plus variable fees for transactions or usage. We may adjust fees from time to time. We will attempt to notify you in advance of any such fee changes prior to your next billing cycle. If you do not wish to accept a fee change, you may cancel your subscription in accordance with this Agreement.
Free Trials and Discounts: We may offer free-trial or discounted subscriptions. When a free-trial period ends, your paid subscription begins (unless you have canceled) and you must pay the full monthly or annual fee. If we provide a discount for the first subscription period, you must pay the discounted fee; in any renewal, you must pay the full fee.
Refund Policy: Subject to the terms hereof, Self-Serve subscribers who purchase plans directly from VideoElephant may cancel and receive a full refund of their initial purchase within 24 hours after purchasing a monthly plan. Our refund policy does not apply to:
Automatic Renewal: To the extent permitted by applicable law, subscriptions automatically renew at the end of each subscription period unless canceled beforehand. Monthly plans renew for 30-day periods. You must pay the monthly fee (plus any taxes) when each renewal period starts. Unused usage limits do not roll over.
How to Decline Renewal: Self-Serve subscribers may opt out of automatic renewal by changing their payment settings in their account. Custom plan customers may opt out according to the terms of their respective agreement. Any opt-out or notice of non-renewal will not affect the current subscription period. VideoElephant may decline renewals.
Lapse Policy: When a subscription ends, the account will, at VideoElephant's option, revert to a free membership or will be deleted. Any Services being used may be deleted or blocked to comply with the limitations of the new account status. VideoElephant shall not be responsible for any losses as a result of Services being deleted or blocked. We may publish additional guidelines regarding the treatment of lapsed subscriptions. These guidelines describe current practices only and shall not require VideoElephant to provide any level of post-subscription account status. In the event of non-payment of any amount that is due and payable, and provided VideoElephant has exhausted all reasonable efforts to collect such amount, you will be responsible for all collection costs associated with collecting such debt, including but not limited to reasonable attorneys' fees and court costs, and any other associated collection charges (e.g. service of process costs, court filing fees, debt collection fees).
Resale: You may not sell, resell, rent, lease, or distribute any plan or any other aspect of our Services to any third party unless authorized by us in writing. We may suspend or terminate accounts sold via authorized resellers for non-payment to the reseller or any violation of the restrictions set forth in this Agreement.
In using our Services, you must ensure that your use, and your conduct, complies with the Acceptable Use Policy set forth in this Section 4. VideoElephant may (but is not obligated to) monitor your account, use, and conduct, regardless of your privacy settings. VideoElephant may remove or limit access or availability to any Services, content or account that it considers in good faith to violate this Acceptable Use Policy.
You may not embed our video player or Content on or provide links to sites that contain content that:
You shall not be permitted to do any of the following:
In using our Services, you may not:
You will indemnify, defend, and hold harmless VideoElephant and its subsidiaries, parents, and affiliates, and their and our respective directors, officers, employees, and agents, from and against all third-party complaints, demands, claims, damages, losses, costs, liabilities, and expenses, including attorney's fees, arising from or relating to: (a) your use of the Services; and (b) allegations of actions or omissions by you that (regardless if proven) would constitute a breach of this Agreement.
You will not:
You may not use our Services if you:
You may not purchase goods or software services from us if doing so would violate any U.S. sanctions or EU sanctions. You hereby make a continuing representation that you are in compliance with the foregoing restrictions.
Although included on some content, closed captioning is not supported at a video player level. If required by applicable law, you are responsible for choosing the content that meets the applicable laws. VideoElephant is not responsible for providing closed captioning in its Services.
Rating is not supported. We cannot guarantee that videos will be appropriately rated by others. You must rate the videos you choose appropriately and are fully responsible that the Services you choose are appropriate for your audiences.
This Agreement begins when you first use our Services and continues so long as you use our Service or have an account with us, whichever is longer. Paid accounts will continue for the subscription period and will renew in accordance with Section 3 above. With respect to users who do not have a subscription plan (i.e., free users), (a) VideoElephant may terminate this Agreement at any time and (b) applicable users may terminate at any time by deleting their accounts.
If you breach this Agreement, VideoElephant may, at its option: (a) terminate this Agreement immediately, with or without advance written notice; (b) suspend, delete, or limit access to your account (and other accounts you control) or any content within it; and (c) to the extent permitted by applicable law, retain any amounts payable to you (which you forfeit). If VideoElephant deletes your account for breach, you may not re-register.
In the event of any termination or expiration, the following sections will survive: Section 4.3 (Indemnification), Section 6 (Disclaimers), Section 7 (Limitation of Liability), Section 8 (Disputes, Governing Law and Jurisdiction), and Section 9 (General Provisions).
VIDEOELEPHANT PROVIDES THE SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU USE THE SERVICES AT YOUR OWN RISK. You must provide your own device and internet access.
VIDEOELEPHANT UNDERTAKES THAT IT WILL NOT KNOWINGLY MAKE AVAILABLE CONTENT THAT IS LIBELOUS, DEFAMATORY, OBSCENE OR OTHERWISE UNLAWFUL; IT WILL NOT KNOWINGLY PROVIDE CONTENT THAT INFRINGE ANY COPYRIGHT, MORAL RIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT OF A THIRD PARTY; TO THE BEST OF ITS KNOWLEDGE, USE OF THE CONTENT WILL NOT VIOLATE ANY RIGHT OF PRIVACY OR RIGHT OF PUBLICITY, AND, TO THE BEST OF ITS KNOWLEDGE, ALL NECESSARY MODEL AND/OR PROPERTY RELEASES FOR USE OF THE CONTENT AUTHORIZED UNDER THIS TERMS OF SERVICE HAVE BEEN OBTAINED. You must obtain, at your own cost, any additional clearances and consents that are required in connection with your exploitation of the content within VideoElephant’s Services, and shall pay any applicable fees and royalties to any relevant collection societies in accordance with their rules.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, VIDEOELEPHANT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
AMONG OTHER THINGS, VIDEOELEPHANT MAKES NO REPRESENTATIONS OR WARRANTIES THAT OUR SERVICES, OR ANY PART THEREOF, WILL BE AVAILABLE OR PERMITTED IN YOUR JURISDICTION, UNINTERRUPTED OR ERROR-FREE, COMPLETELY SECURE, OR ACCESSIBLE FROM ALL DEVICES OR BROWSERS; THAT WE WILL HOST, MAKE AVAILABLE, OR REMOVE ANY SPECIFIC PIECE OF CONTENT; CONCERNING ANY CONTENT CONTAINED IN THE SERVICES OR ACTIONS OF OUR USERS; THAT ANY GEO-FILTERING OR DIGITAL RIGHTS MANAGEMENT SOLUTION THAT WE MIGHT OFFER WILL BE EFFECTIVE; THAT WE COMPLY WITH THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT (HIPAA), THE GRAMM-LEACH-BLILEY ACT (GLBA), OR ANY OTHER INDUSTRY-SPECIFIC PRIVACY OBLIGATIONS; THAT OUR SERVICES WILL MEET YOUR BUSINESS OR PROFESSIONAL NEEDS; THAT WE WILL CONTINUE TO SUPPORT ANY PARTICULAR FEATURE OR MAINTAIN BACKWARDS COMPATIBILITY WITH ANY THIRD-PARTY SOFTWARE OR DEVICE; OR CONCERNING ANY THIRD-PARTY WEBSITES AND RESOURCES.
TO THE EXTENT PERMITTED BY APPLICABLE LAW: (A) VIDEOELEPHANT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF VIDEOELEPHANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) VIDEOELEPHANT’S TOTAL LIABILITY TO YOU, EXCEPT FOR VIDEOELEPHANT’S CONTRACTUAL PAYMENT OBLIGATIONS HEREUNDER (IF ANY), SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO VIDEOELEPHANT OVER THE SIX (6) MONTHS PRECEDING YOUR CLAIM(S) OR ONE HUNDRED DOLLARS (USD $100), WHICHEVER IS GREATER.
If you are dissatisfied with our Services for any reason, please contact us so that we can try to resolve your concerns without the need for outside assistance.
This Agreement and any disputes or claims arising out of or in connection with it or your use of our Services are governed by and construed in accordance with the laws of New York. You irrevocably agree that the courts of New York have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non- contractual disputes or claims). You hereto waive any defense for lack of personal jurisdiction, and agree by service of process by email and certified mail.
Reservation of Rights, Severability: VideoElephant reserves all rights not expressly granted herein. VideoElephant’s rights and remedies are cumulative. No failure or delay by VideoElephant in exercising any right will waive any further exercise of that right. If any term of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, that term will be limited or severed.
Force Majeure: VideoElephant will not be liable for any delay or failure caused by (a) acts of God/natural disasters (including hurricanes and earthquakes); (b) disease, epidemic, or pandemic; (c) terrorist attack, civil war, civil commotion or riots, armed conflict, sanctions or embargoes; (d) nuclear, chemical, or biological contamination; (e) collapse of buildings, fire, explosion, or accident; (f) labor or trade strikes; (g) interruption, loss, or malfunction of a utility, transportation, or telecommunications service; (h) any order by a government or public authority, including a quarantine, travel restriction, or other prohibition; or (i) any other circumstance not within Vimeo's reasonable control, whether or not foreseeable (each a “force majeure event”). In the event of a force majeure event, VideoElephant shall be relieved from full performance of the contractual obligation until the event passes or no longer prevents performance.
Relationship: You and VideoElephant are independent contractors of one another; neither party is an agent, partner, or joint venturer of the other. This Agreement binds the parties and their successors, personal representatives, and permitted assigns. You may not assign this Agreement to any person whose account has been terminated by VideoElephant or who is prohibited from registering; any such assignment will be void. Except as expressly stated herein, nothing in this Agreement confers any right on any third party.
Entire Agreement: This Agreement constitutes the entire understanding of the parties and supersedes all prior understandings regarding the subject matter hereof and may not be modified except in accordance with Section 1 or in a document executed by authorized representatives of VideoElephant. If you have a signed agreement with VideoElephant, any conflicting term of that agreement will prevail over the terms hereof, but only as to the subject matter of that agreement.
The English version of this Agreement shall control.
Notices: You must send any notices of a legal nature to us by email or tot:
Video Elephant Ltd
Attention: Legal Department
25
Earlsfort Terrace, Dublin 2, Ireland