Terms of Use

These terms of use are effective on May 1st, 2014

1. User Agreement

By accessing or using the Videopath Interactive Video Application you agree to comply with and be bound by these Terms of Use (“Terms of Use”). Please read these Terms of Use carefully as well as Videopath’s Privacy Policy.

This is a legally binding agreement (“Agreement”) between you, (the “User(s)” or “You”) and Videopath (“we”). You represent and warrant that you have read and understood the Terms of Use, that you have the legal capacity to enter into this agreement, and that it is enforceable against you. If you represent a company or other legal entity, you represent that you have the authority to bind such entity to these Terms of Use, and that the Terms of Use are enforceable against it as the User.

Videopath reserves the right to revise these Terms of Use at any time in its sole discretion by posting revised Terms of Use to its website. Your use of the Videopath Interactive Video Application signifies your acceptance of all the terms and conditions contained within the Terms of Use posted at the time of your use. You will be responsible for regularly reviewing the Terms of Use posted.

If you do not agree to the Terms of Use, Code of Conduct and the Privacy Policy, you must immediately terminate the use of the Videopath Interactive Video Tool

2. Services

Videopath offers Users access to the Interactive Video Application Website (“Website”) to support the design, development, creation, deployment, publication and management of interactive video content. Users can create different interactive experiences and deploy or publish these experiences to web applications that Users have authorized access and rights to do so.

For the purpose of this Terms of Use, Content includes any video content or any other data or rich media content, uploaded into, encoded, stored, modified or made available on or downloaded from the Website, as well as any other images, pictures, graphics, content, data or information uploaded, stored, posted, transmitted, emailed, communicated or submitted on or through the Website.

The access to the Interactive Video Application is offered in different Service Modules, representing different levels of quality of the different Service Modules offered. The different levels of Service (“Service Level Agreement” or “SLA”) are set out on Videopath’s Website, and are applicable as posted on the Website. Videopath will use reasonable efforts to perform in accordance with any Service Level Agreements offered, but is entitled to modify the levels of Service from time to time, with immediate effect. Videopath is entitled at any time to improve the level of any Service, and also, to the extent it does not materially affect the basic availability of a Service, modify or reduce the level of any Service. Videopath is entitled to modify the different service modules offered and to merge them or to restructure them, subject to charging Users the corresponding correct amount for a new or altered Service module. Users accept that they have no recourse against Videopath in case of such modification or restructuring of Service levels or modules. Additional Services are performed in accordance with the Service levels applicable to them. If no specific level is specified, Videopath will use reasonable efforts to provide the Services.

3. Use of the Interactive Video Application. License, access and restrictions

Subject to the reception of the relevant fees for the Services, Videopath hereby grants each User a limited, non-exclusive, non-transferable worldwide right to access and use the Videopath Interactive Video Tool as set forth in these Terms of Use, provided that: User uses the Videopath Interactive Video Application solely for personal or business purposes. All rights not expressly granted are reserved by Videopath and/or its licensors.

Users agree to only access and use the Videopath Interactive Video Application and functionality made available by Videopath, and not to access or use any Content provided through the Interactive Video Application, except through the authorized Interactive Video Application functionalities made available by Videopath or authorized by Videopath. Any other activity or use, such as data mining, benchmarking, monitoring for availability, performance or functionality, use of “spiders”, “crawlers”, or robots is strictly prohibited. Except if and to the extent specifically authorized by Videopath in writing, User may not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party any Service in any way; (ii) modify or create derivative works based on the Videopath Interactive Video Application not included in offered service modules; (iii) offer access to the Videopath Interactive Video Application to any third party in any way not included in offered service modules; or (iv) reverse engineer, decompile or copy any part of the Interactive Video Application, or in any way use any idea, feature, function or graphic of the Interactive Video Application in a way other than as authorized under these Terms.

Videopath offers access to the Videopath Interactive Video Application through app.videopath.com (the Videopath Interactive Video Application).

User must use the Website and the Interactive Video Application always in strict compliance with any applicable laws or regulations.

4. Use of Content

4.1 You own all Content uploaded, used or created in the Videopath Interactive Video Application. You have sole responsibility for such Content and its accuracy, integrity, legality, reliability and right of use thereof. You warrant that You are entitled to use any Content you upload, post, use or make available on or through the Videopath Interactive Video Application. You agree to indemnify Videopath for any use You make or allow of any Content, through the Interactive Video Application, the otherwise. Videopath is entitled, at any time, in its absolute discretion, to remove from or disallow any Content it finds that violates its terms of use or service agreements. Users can never claim any compensation, damages or rights resulting from such removal or disallowance.

4.2 To the extent necessary User grants Videopath the right to perform agreed upon tasks and actions necessary to successfully design, build, publish and manage interactive video content created and executed via the Videopath Interactive Video Application You also hereby grant each user authorized by you to access the Videopath Interactive Video Application a non-exclusive license to access your Content through the Videopath Interactive Video Application, and to use, reproduce, distribute, display and perform actions permitted through the functionality of the Videopath Interactive Video Application and under these Terms of Use.

User also grants Videopath a worldwide, non-exclusive, irrevocable, transferable, royalty-free, perpetual license to use any published Content posted and or published by such User on any authorized site, for marketing purposes including but not limited to use on the Videopath website, sales materials and publicity efforts. This license includes any kind of use or reproduction through any known or future technology, including any future applications and through any media channel.

4.3 User shall never: Violate or attempt to violate the technical or data security of Videopath; Go beyond the limitations of use applicable to its authorized access; Attempt to probe, scan or test the vulnerability of Videopath’s systems or networks; Attempt to interfere with the provision of Videopath Interactive Video Application or Website, including but not limited to hacking, introducing virus or malware, denial of service attacks or any other technical act that could or risks to impede Videopath’s Website functionality.

5. Claims Of Intellectual Property or Copyright Infringement

If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Videopath’s Copyright Agent the following information (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the site; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

The Videopath’s Copyright Agent for notice of claims of copyright or other intellectual property infringement is Lacore and can be reached by email: info@videopath.com.

6. Personal Data

Videopath collects a limited set of personal data to establish a User account and uses this data to provide necessary contracted services. Videopath does not own any Personal Data you submit through the Interactive Video Application. You are responsible for the accuracy of your account information.

Upon requesting that a Videopath Interactive Video Application account be established for a User or upon the completion of the relevant on-line or off-line order form, Videopath will issue You a username and password. It is the User responsibility to maintain the confidentiality and security of such username and password. Any fraudulent use of such username and password will be the sole responsibility of the User. You must inform Videopath immediately in case of any unauthorized use, misuse or abuse of Your username or password, or any other breach of data security.

7. Privacy Policy

For information about Videopath’s data protection practices and Videopath’s use and protection of your personal information, please read Videopath’s Privacy policy that is incorporated into and made a part of these Terms of Use.

Videopath will comply with all applicable Data Protection Laws, and will use appropriate technical measures to protect any Personal Data from unauthorized disclosure or use. Users will comply with all applicable Data Protection laws, and will provide Videopath, at User’s cost, with all reasonable assistance in this respect.

8. Proprietary rights

The content of Videopath Interactive Video Application and Website includes, without limitation, (i) Videopath’s trademarks, service marks, logos, brands, and brand names, trade dress and trade names and other distinctive identification (collectively “Videopath Marks”); and (ii) information, data, materials, interfaces, computer code, databases, products, services, software applications and tools, text, images, photographs, audio and video material, and (iii) the design, structure, selection, compilation, assembly, coordination, expression, functionalities, applications, look and feel, and arrangement of any content contained in or available through the Services (the items identified in subsections (i) (ii) and (iii) shall be collectively referred to herein as “Videopath Content”). Videopath Content is the property of Videopath and is protected by law including, but not limited to, copyright, trade secret, patent, and trademark law, as well as other state, national and international laws, treaties and regulations. The reproduction, transmission, distribution, sale, publication, broadcast, circulation or dissemination of any Videopath Content by you, or by you through any other person or entity, is prohibited unless express written consent is separately obtained from Videopath.

9. Fees and payment

Videopath defines its fees and payment terms as part of the service modules offered and/or order form. Typically, fees include a monthly subscription fee for the right to access the Videopath Interactive Video Application and distribute a specified amount of interactive video content expressed in either number of videos or video content length in minutes, for a defined period of time generally expressed as a number of months where a month equals thirty calendar (30) days. In addition to the monthly subscription fee Videopath Service Modules may include one time fixed set up fees, video streaming service fees and other mutually agreed upon license fees.

Streaming Video Service fees when included are payable per minute of video Content distributed to any one (1) or more End-User device(s) unless stated otherwise in agreement. All fees calculated per minute of video Content are charged against credit units purchased by the User. Pricing of credit units may vary depending on volumes of purchase or other factors, as indicated on Videopath’s price list or otherwise communicated by Videopath. Fees are charged in accordance with the pricing as made available by Videopath from time to time off-line or through the Website. Videopath is entitled to make any access to Videopath Interactive Video Application or the Website conditional upon payment of initial, pre-paid charges. For additional Services, the fees are as agreed separately, either online or through an off-line order form. All amounts charged are net and free of Value Added Tax, Goods- and Services Tax, or any other taxes, duties, tariffs or fees whatsoever. You agree to provide Videopath with complete and accurate billing and contact information, and to update this information as and when necessary. Any amount not pre-payable is due 30 Calendar days from invoice date. Any payment that is due, and not received by Videopath on its due date, will incur interest at the legal rate (as applicable at the moment payment was due) from the date the payment was due until payment has been received in full.

10. Term and Termination

This Agreement starts on the day you execute the agreement and make payment online or the earlier of the effective date mentioned on an off-line order form or on the day you confirm your agreement with it. Except if stated otherwise, the Agreement is concluded for a period of one (1) year as from its start, and is automatically renewed at the end of each annual period for a new period of one (1) year. Each party may terminate the Agreement at any time by giving not less than one (1) months (30 Calendar Days) notice before the end of the running term. In case of free trials, the Agreement will only renew after termination of the free trial period, if the User makes the appropriate payments for such renewal. In case of termination, Videopath will, at User’s request, and subject to a handling fee, make available for download any User Content on the Interactive Video Application, within a period of 30 days following termination. Videopath has no duty to keep User Content for longer than 30 days after termination of a User access to the Interactive Video Application.

Videopath may at any time, without prior notice and in its sole discretion remove a content that violates these Terms of Use, and disable your access to the Website or the Interactive Video Application.

11. Warranties

Videopath disclaims to the fullest extent authorized by law all warranties, whether express or implied, including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.

User warrants, without limitation, that it has all necessary rights to provide and use any Content provided, and that any provision of Services in relation to such Content will not be in breach of any third party rights, or any applicable law or regulations. In case of any claim of any third party in respect of any Content uploaded, used or made available by a User on or through Videopath’s Website or servers or through the Services, Videopath is entitled, without notice, to suspend any access to the Interactive Video Application or remove any Content, until such time as deemed appropriate by Videopath. Videopath does not represent or warrant that the materials in the Website are accurate, complete, reliable, current, subject to correction, or error-free or that the Website, its servers, or Content available from the Website are free of any harmful components.

12. Limitation of Liabilities

To the fullest extent permissible under applicable law, in no event will Videopath be liable for any direct, indirect, incidental, special, punitive or consequential damages whatsoever resulting from resulting from any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of Videopath Interactive Video Application or other Services, (iii) any unauthorized access to or use of Videopath’s secure servers and/or any and all personal information and/or financial information stored therein, (iv) any interruption or cessation of transmission to or from Videopath’s services, (iv) any bugs, viruses, Trojan horses, or the like, which may be transmitted to or through our services by any third party, and/or (v) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of your use of any content made available via the Services, whether based on warranty, contract, tort, or any other legal theory.

User waives any claim, based on the Website, its performance and functions, the Services provided thereon, any Content used on the Website, or any transaction, Service or functionality transacted or made available through the Website. Videopath is to be considered as offering “mere conduit”, and its liabilities (if any) are restricted to offering the technical possibility of accessing the Interactive Video Application, subject to availability of the Internet, and the User’s ability to access and use the functionality of the Website. Videopath will never be liable for any breakdown of the Website, interruption or malfunction of the Services provided through the Website, or any other malfunction or technical issues related to the operation of the Website, which is reasonably outside its control. Videopath will never be responsible for any links to third party websites, or any other connection to or interaction with third party materials or functionality (including, for the avoidance of doubt, Internet or telecommunications availability). Under no circumstances will Videopath be liable for any indirect losses, including any loss of business or loss of profit. To the extent permitted by applicable law, in any event will Videopath’s liability be limited to the lesser of the total value of monetary value paid by a User during the six months preceding the cause of liability or 10.000,- Euro.

13. Indemnity

To the extent permitted by law User will indemnify, defend and hold harmless Videopath and will keep it indemnified for and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses including but not limited to attorney’s fees, that arise from any claim from any third party (including, but not limited, to End-Users) resulting from such User’s use of the Website and the Interactive Video Application, or any Content uploaded, used or made available by such User on or through Videopath’s Website or servers or through the Interactive Video Application. User acknowledges and accepts that use of the Website and the Interactive Video Application is at the sole risk and responsibility of User.

14. Arbitration and applicable law

Any dispute, controversy or claim arising out of or relating to these Terms of Use shall first be submitted for mediation, at the request of any Party. Failing agreement within sixty (60) days, the matter shall be submitted for final and binding arbitration to an arbitration tribunal comprised of three (3) arbitrators appointed and deciding in accordance with the rules of German Institution of Arbitration. All submissions to the arbitrator, the proceedings and the award shall be confidential. The arbitration shall be conducted on an expedited basis with minimal discovery. The arbitrator’s award shall be final and binding. The arbitration procedure shall take place in Berlin, Germany, be subject to the laws of Germany and shall be conducted in the English language.

15. General Provisions

Videopath may assign part or whole of its rights and duties under the Terms of Use or the Website to any third party, without any notice. Users may not assign any of their rights or duties without Videopath’s prior written agreement, which Videopath may accept or refuse at its discretion.

If any provision of the Agreement is held by a court of competent jurisdiction to be legally ineffective or unenforceable, such provision shall, to the extent possible, be deemed rewritten to reflect the original intent of the parties, and the validity of the remaining provisions shall not be affected.

User agree that any cause of action arising out of or related to the services must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred. These Terms of Use, and the documents incorporated herein by reference, constitute the whole agreement between Videopath and the User, to the exclusion of any other document or statement.

No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Videopath’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. Videopath reserves the right to amend these Terms of Use at any time and without notice, and it is the User’s responsibility to review these Terms of Use for any changes. User’s use of the Interactive Video Application following any amendment of these Terms of Use will signify his assent to and acceptance of its revised terms.

The effective date of these Terms of Use is May 1st 2014. These Terms of Use were written in English (US). To the extent any translated version of these Terms of Use conflicts with the English version, the English version controls.