Promo Video Terms of Service
Last Updated: February 7, 2022
This Promo Video Terms of Service Agreement (the “Agreement” or “Terms of Service”) is made between Promo Video Inc. and you, our customer (“you” or “your”). This Agreement governs your use of Promo Video services.
1. Acceptance
By 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. If you created an account prior to February 7, 2022, this Agreement is effective as of February 14, 2022.
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.
2. Our Services: Subject to the terms hereof, we grant you access to our Services. This includes the right to distribute videos, subject to your plan.
3. Subscription Plans: Plan Types: We may offer free memberships and paid subscriptions that allow you to distribute video content. We may also offer additional services on a pay-per-use basis. Advertised prices and features may change.
4. 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. All fees are nonrefundable.
5. Automatic Renewal: To the extent permitted by applicable law, subscriptions automatically renew at the end of each subscription period unless cancelled beforehand. Annual plans renew for one-year periods. You must pay the annual or monthly fee (plus any taxes) when each renewal period starts.
How to Decline Renewal: You may opt out of automatic renewal by contacting us via chat or email at videos@promo-videos.com. Any opt-out or notice of non-renewal will not affect the current subscription period. Promo Video may decline renewals.
Lapse Policy: When a subscription ends, access to services will end. You are responsible for archiving your content. We shall not be responsible for the loss of any content. We may publish additional guidelines regarding the treatment of lapsed subscriptions. These guidelines describe current practices only and shall not require us to provide any level of post-subscription account status.
6. Licenses
6.1 License Granted by You
As between you and Promo Video, you own and will retain ownership of all intellectual property rights in and to the content you submit for the purpose of creating or editing a video. By submitting such content, you grant Promo Video permission to use, copy, distribute, sublicense, transmit, make derivative works from, and publicly perform and display through all means such works for the purpose of: (a) analyzing your content using automated technologies for the purpose of creating videos; (b) creating videos using your content, in conjunction with other content that we may supply (including Third-Party Content, defined below); and (c) streaming and distributing those videos to end users of your choosing.
The license period begins when you submit the content to Promo Video and ends when you or Promo Video delete it and all works that contain any parts of it from the Services; provided that Promo Video may retain archival copies: (a) for a limited period of time in case you wish to restore it; (b) for internal testing purposes; (c) when the video is the subject of a takedown notice or other legal claim; or (d) when Promo Video in good faith believes that it is legally obligated to do so.
6.2 Account Profile
You grant Promo Video permission to use your name, likeness, biography, trademarks, logos, or other identifiers used by you in your account profile for the purpose of displaying such properties to the public or the audiences you have specified. You may revoke the foregoing permission by deleting your account. Promo Video shall have the right to identify public profiles in its marketing and investor materials.
6.3 Feedback
If you make suggestions to Promo Video on improving our products or services, Promo Video may use your suggestions without any compensation to you.
6.4 Scope of Licenses
All licenses granted by you in this Section 6: (a) are non-exclusive, worldwide, and royalty-free; (b) include the right and license to copy, use, distribute, publicly perform, and display the licensed work for the purposes stated above; and (c) include all necessary rights and licenses to allow us to exercise our rights and perform our obligations. By granting these licenses, you waive any so-called “moral rights” that you may have. Nothing in this Agreement shall be deemed a license “condition” applicable to Promo Video; rather, any breach of a term by Promo Video hereof shall give rise to, at most, a claim for breach of contract only. All licenses granted herein are in addition to any other licenses that you may grant outside of this Agreement.
6.5 License Granted by Promo Video
Subject to your compliance with the terms hereof, we hereby grant you a limited, revocable, personal, worldwide, royalty-free, non-exclusive, non-sub-licensable and non-assignable license to use each video created using our Services for any permitted purpose via all means known or hereafter created.
6.6 Third-Party Content
You may not (a) resell or file-share Third-Party Content separately from your videos; (b) use or distribute Third-Party Content other than as expressly permitted herein; or (c) create works that contain, in substance, only Third-Party Content with no other original video content.
All Third-Party Content is owned by the applicable licensor. All rights to Third-Party Content not expressly granted herein are reserved.
7. Your Obligations
7.1 Representations and Warranties
For each piece of content that you submit to or through Promo Video, you represent and warrant that:
You have the right to submit the content to us and grant the licenses herein; We will not need to obtain licenses from any third party or pay royalties to any third party with respect to the streaming or other permitted distribution of the content; You have obtained appropriate releases (if necessary) from all persons who appear in the content; The content does not, and will not, infringe any third party's rights, including intellectual property rights, rights of publicity, moral rights, and privacy rights; and The content complies with this Agreement and all applicable laws.
7.2 Indemnification
You will indemnify, defend, and hold harmless Promo Video 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) the content you submit to or through the Services; and (b) allegations of actions or omissions by you that (regardless if proven) would constitute a breach of this Agreement.
8. Term and Termination
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 4 above. With respect to users who do not have a subscription plan (i.e., free users), (a) Promo Video may terminate this Agreement at any time by providing thirty (30) days’ written notice, and (b) applicable users may terminate at any time by deleting their accounts.
If you breach this Agreement, Promo Video may, at its option: (a) terminate this Agreement immediately, with or without advance written notice; and (b) suspend, delete, or limit access to your account (and other accounts you control) or any content within it). If Promo Video deletes your account for breach, you may not re-register.
In the event of any termination or expiration, the following sections will survive: Section 6.3 (Feedback), Section 7.2 (Indemnification), Section 9 (Disclaimers), Section 10 (Limitation of Liability), and Section 11 (General Provisions).
9. Disclaimers
PROMO VIDEO 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.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, PROMO VIDEO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Among other things, PROMO VIDEO 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 submitted by 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.
10. Limitation of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW: (A) PROMO VIDEO 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 PROMO VIDEO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) PROMO VIDEO'S TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO PROMO VIDEO OVER THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM(S) OR ONE HUNDRED DOLLARS (USD $100), WHICHEVER IS GREATER.
YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE 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.
11. General Provisions
Choice of Law: This Agreement will be governed by the laws of Commonwealth of Virginia and the United States of America (with respect to matters subject to federal jurisdiction such as copyright), without regard to principles of conflicts of law.
Choice of Venue; Jury Trial Waiver: Any action relating to this Agreement or your use of our Services must be commenced in the Commonwealth of Virginia; you consent to the exclusive jurisdiction of those courts. IN ANY SUCH ACTION, PROMO VIDEO AND YOU IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY.
Reservation of Rights, Severability: Promo Video reserves all rights not expressly granted herein. Promo Video's rights and remedies are cumulative. No failure or delay by Promo Video 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: Promo Video 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 Promo Video's reasonable control, whether or not foreseeable (each a “force majeure event”). In the event of a force majeure event, Promo Video shall be relieved from full performance of the contractual obligation until the event passes or no longer prevents performance.
Relationship: You and Promo Video 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 Promo Video 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 Promo Video. If you have a signed agreement with Promo Video, 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: video@promo-videos.com