End-User License Agreement

TEEVID LIMITED., TOGETHER WITH ITS AFFILIATES AND SUBSIDIARIES (“TEEVID", "WE", OR "OUR") WELCOMES YOU (“USER”, “YOU”, OR “YOUR”) TO USE TEEVID’S PROPRIETARY PRODUCTS AND SERVICES THROUGH OUR PROPRIETARY SOFTWARE AS A SERVICE SOLUTION (I.E., WEB APPLICATION PROVIDED IN OUR WEBSITE AT WWW.TEEVID.COM, “SITE”) AND ACCESSIBLE THROUGH YOUR DEVICES, INCLUDING WITHOUT LIMITATION, MOBILE DEVICES, TABLETS AND/OR PC)S( (THE “TEEVID APP”; THE TEEVID APP, THE SITE, AND ANY OTHER SERVICES PROVIDED TO YOU BY TEEVID, COLLECTIVELY, THE “SERVICES”). YOU MAY USE THE SERVICES SOLELY IN ACCORDANCE WITH THE TERMS AND CONDITIONS HEREUNDER, INCLUDING THE TERMS OF OUR PRIVACY POLICY AVAILABLE AT www.teevid.com/privacy-policy COLLECTIVELY, THE “TERMS”).

BY ENTERING TO, CONNECTING TO, ACCESSING, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THE FOLLOWING TERMS, INCLUDING THE TERMS OF OUR PRIVACY POLICY AVAILABLE AT
www.teevid.com/privacy-policy, AND YOU AGREE TO BE BOUND BY THEM AND TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS REGARDING YOUR USE OF THE SERVICES, AND YOU ACKNOWLEDGE THAT THESE TERMS CONSTITUTE A BINDING AND ENFORCEABLE LEGAL CONTRACT BETWEEN TEEVID AND YOU. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER, CONNECT TO, ACCESS, OR USE THE SERVICES. BY ACCEPTING THESE TERMS, YOU REPRESENT THAT ANY AND ALL INFORMATION YOU PROVIDE US THROUGH THE SERVICES IS TRUE AND ACCURATE. THE PROVISION OF ANY FALSE OR FRAUDULENT INFORMATION IS STRICTLY PROHIBITED.

1. The Services.
The Services provide a technological platform and solution for audio and video transmissions, including without limitation an online studio for content creation, web event productions, and broadcasting tools, moderation and admin tools, immersive content sharing functionalities, multi-video streams, live-streams, accessible via the Site the TeeVid App.

2. Content.
Your Content. You agree that You are solely responsible for the content ("Content") sent, transmitted, displayed, or uploaded by You using the Services and for compliance with any and all applicable laws (“Laws”) pertaining to the Content, including, but not limited to, Laws requiring You to obtain the consent of a third party to use the Content and to provide appropriate notices of third-party rights. You represents and warrants that You have the right to upload the Content to the Services and that such use does not violate or infringe on any rights of any third-party. Under no circumstances will TeeVid be liable in any way for any (a) Content that is transmitted or viewed while using the Services, (b) errors or omissions in the Content, or (c) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Content. Although TeeVid is not responsible for any Content, TeeVid may delete any Content, at any time without notice to You, if TeeVid becomes aware that it violates any provision of these Terms or any Law. You retain copyright and any other rights You already hold in Content which You submit, post, or display on or through, the Services.

Recordings.
You are responsible for compliance will all applicable laws related to recording. The host (User who hosts the applicable video-meeting), or other User(s) can choose to record the meetings. By using the Services, you are giving TeeVid consent to store recordings for any or all video meetings or other video services (including without limitations, webinars, and other kinds of User(s) communication available on the Services) that you join, if such recordings are stored in our systems. If you do not consent to be recorded, you can choose to leave the meeting and not use Our Services. Your Responsibility. You understand and agree that you are solely responsible for your Content and the consequences of providing, and publishing such Content on the Services, in any manner. TeeVid takes no responsibility and assumes no liability for any Content upload, posted, published, and made available by you or any third party in the Services, or for any loss or damage thereto, nor is TeeVid liable for any mistakes, defamation, libel, falsehoods, obscenities, or unethical content You or any other third party may encounter.

License to Content.
You hereby acknowledge and grant to TeeVid a limited, non-exclusive, and non-assignable license to use, store, upload, display and copy the Content solely for the purpose of providing you with the Services. In addition, You hereby grants TeeVid an irrevocable, perpetual, non-transferable, non-sublicensable, non-exclusive, royalty-free license and right to use, have used, create any derivative work, to any depersonalized anonymous or statistical data of the Content, or data which is derived or deducted by TeeVid from Your use of the Services pursuant hereto, and which does not identify You, any User(s), or Your organization, for TeeVid’s analytics, research, development, internal use, and including for the purpose of providing the Content as part of the Services.

3. Account.
Account Information. In order to use and access the Services, you shall be invited by a TeeVid Customer and/or their Admin (“Customer’s Admin” or “Admin”) to open an account under their instance in the TeeVid App (“Account”) for You to become a User.  As a User, You will be required to enter your information into the Account, including without limitation, Your first name, last name, e-mail address, role, and/or phone number. When creating your Account, You may be granted with a unique password and username for your Account, or it will be provided to You via our Customer’s Admin (collectively, “Account Information”).

Accurate details.
You must provide accurate and complete information when creating an Account and you agree to not misrepresent any of your Account Information and to keep your Account Information accurate and up to date.

Login Credentials.
If you provide a password and username, you are solely and fully responsible for maintaining the confidentiality of the login credentials of your Account and for all activities that occur under your Account. You agree not to disclose your login credentials to any third party. If you forget your password, you can request to have a new password sent to your registered e-mail address. Your Account will be at risk if you allow someone else to use it inappropriately, and we reserve the right to terminate your Account if you or anyone using your Account, violates these Terms.

4. User Representations and Undertakings.
Your use of the Services (or any part thereof) is dependent on the fact that You hereby represent and warrant that:
• You possess the legal authority to enter into these Terms and to form a binding agreement under any Laws, to use the Services in accordance with these Terms, and to fully perform your obligations hereunder all on behalf of Yourself and/or Your organization;
• You possess the knowledge and judgment necessary to decide whether to use the Services or otherwise rely on any Content available therein;
• You possess any and all consents required under any applicable laws, for the uploading, processing, transmitting, and displaying any of Content and you shall adhere to any Laws;
• The execution of these Terms does not and will not violate any other agreement or obligation to which you are bound or any law, rule, regulation, order, or judgment to which You may be subject;
• You acknowledge that you are solely responsible for complying with applicable laws or other obligation, including any ethical standards regarding Your use of the Services;
• You will not infringe or violate any of these Terms;
• You will protect and maintain the confidentiality of any Content You receive or have access to in the scope of the Services;
• You represent and warrant that you are at least sixteen (16) years old. The Services are only intended for individuals aged sixteen (16) years or older. We reserve the right to request proof of age at any stage so that we can verify compliance with this paragraph; and
• The Services are not designed or licensed for use in hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, and life support or weapons systems. The Services shall not be used in any high-risk environment.

5. Use Restrictions.
You may not, whether by Yourself or by anyone on Your behalf to (i) copy, modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Services or any of the information and resources about the Services, and any other Content, in any way or publicly display, perform, or distribute them; (ii) make any use of the Services and/or Content on any other website or networked computer environment other than in the Services, for any purpose, or replicate or copy the said Services and Content without TeeVid's prior written consent; (iii) create a browser or border environment around the Services, or the Content, and any part thereof (no frames or inline linking); (iv) interfere with or violate any other User’s right to privacy or other rights, or harvest or collect personally identifiable information about Users without their express and informed consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine; (v) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others; (vi) transmit or otherwise make available in connection with our Services any virus, worm, trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vii) interfere with or disrupt the operation of our Services, or the servers or networks that host our Services, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (viii) sell, license, or exploit for any commercial purposes any use of or access to the Services and/or the Content; (ix) frame or mirror any part of the Services without TeeVid's prior express written authorization; (x) create a database by systematically downloading and storing all or any of the Services and/or Content; (xi) forward any data generated from our Services without the prior written consent of TeeVid; or (xii) to transfer and/or assign the User’s Account’s password, even temporary, for third party; (xiii) use our Services for any illegal, immoral or unauthorized purpose; (xiv) capture, upload, display, convey and/or otherwise communicate to TeeVid or to any Users, any information, imagery and other content which is proprietary information of any third party who, unless specifically allowed hereunder, or is, inter alia, harassing, offensive, indecent, pornographic, illegal, abusive or vulgar; or (xv) use our Services, the and/or the Content for any purpose other than as described hereunder or for any commercial purposes without TeeVid's express prior written consent or pursuant to an express written agreement.

6. Intellectual Property Rights
License to use the Services.
TeeVid is granting you with a limited, revocable, personal, not exclusive, non-assignable, not-tradeable license, which cannot be used in order to issue sub-licenses and that can be canceled and/or revoked completely at TeeVid’s sole discretion, to use the Services during the term purchased by your organization, and do not entitle you with any right in the Services or any part of, rather than a limited right to use it in accordance herewith.

Intellectual Property. Our Services, and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents, and patent applications, trademarks, trade names, logos, copyrightable materials, graphics, text, images, designs (including the "look and feel" of our Services), specifications, methods, procedures, information, know-how, algorithms, data, technical data, interactive features, source and object code, files, interface and trade secrets, whether or not registered or capable of being registered (collectively, "Intellectual Property"), are owned and/or licensed to TeeVid and subject to copyright and other applicable intellectual property rights under applicable laws, foreign laws and international conventions. You are hereby prohibited from removing or deleting any and all copyright notices, restrictions, and signs indicating proprietary rights of TeeVid or its licensors, including [®], copyright mark [©] or trademark [™] contained in or accompanying the Services, and you represent and warrant that you will abide by all applicable laws in this respect.

7. Privacy and Security
Security.
TeeVid implements reasonable security measures and procedures to assist in protecting the Services, the Content, and ensure the integrity and availability of the Content.

Privacy Policy. TeeVid respects your privacy. We believe that you have a right to know our practices regarding the information TeeVid collects when you connect to, access, or use our Services. Our policy and practices and the type of information collected are described in our Privacy Policy available at www.teevid.com/privacy-policy . If you intend to connect to, access, or use our Services you must first read and agree to the Privacy Policy.

Anonymous Information. Notwithstanding any other provision of these Terms, we may collect, use, and publish Anonymous Information (defined below) relating to Your use of the Services, and disclose it for the purpose of providing, improving, and publicizing our products and services, including the Services, and for other business purposes. “Anonymous Information” means information that does not enable the identification of an individual, such as aggregated and analytics information. TeeVid owns all Anonymous Information collected or obtained by TeeVid.

8. Disclaimer and Warranties
TEEVID DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE OUR SERVICES. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF OUR SERVICES IS ENTIRELY AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY FOR ANY USE OF THE SERVICES NOT IN ACCORDANCE WITH TEEVID INSTRUCTIONS AND RECOMMENDATIONS. OUR SERVICES, INCLUDING ANY TECHNICAL SUPPORT SERVICES, ARE PROVIDED ON AN "AS-IS" AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR FUNCTION. TEEVID DISCLAIMS AND MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY CONTENT AVAILABLE ON OUR SERVICES. THE USE OF OUR SERVICES IS ENTIRELY AT YOUR OWN RISK AND TEEVID SHALL HAVE NO LIABILITY RELATING TO SUCH USE.

9. Limitation of Liability
IN NO EVENT SHALL TEEVID, INCLUDING ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AND ITS AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTIONS RESULTING FROM OR ARISING OUT OF OUR SERVICES, OR THE USE OR INABILITY TO USE OUR SERVICES, THE CONTENT, LOSS OF GOODWILL OR PROFITS, THE PERFORMANCE OR FAILURE OF TEEVID TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF TEEVID BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER TEEVID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO ACTION MAY BE BROUGHT BY YOU FOR ANY BREACH OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. AS SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEN SUCH LIMITATIONS ONLY MAY NOT APPLY TO A USER RESIDING IN SUCH STATES. SUCH LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR TEEVID’S SERVICES TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND EVEN IF TEEVID HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES AND/OR DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL TEEVID’S CUMULATIVE LIABILITY TO YOU EXCEED AMOUNTS PAID TO TEEVID FOR YOUR USE OF THE SERVICES. IF YOU HAVE NOT MADE ANY PAYMENTS TO TEEVID FOR THE USE OF THE SERVICES OR IF NO PAYMENTS WERE MADE ON YOUR BEHALF, THEN TEEVID SHALL NOT HAVE ANY LIABILITY TOWARDS YOU.

10. Indemnification
You agree to defend, indemnify and hold harmless TeeVid from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney's fees) arising directly or indirectly from (i) your unauthorized use of our Services; (ii) your violation of any term of these Terms or any applicable laws or regulation; (iii) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party which relates to your use of our Services (including your violation of any third-party rights); (iv) any claim for financial remedies or other compensations due to a decision that was taken or not taken or any action that was made or not made based on the Content, output or any other data resulting from the use of the Services.

11. Third-Party Components within Our Services
The Services may use or include third-party software, files,  and components that are subject to open source and third-party license terms (“Third-Party Components”). Your right to use such Third-Party Components as part of, or in connection with, the Services is subject to any applicable acknowledgments and license terms accompanying such Third-Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third-Party Components and these Terms, the licensing terms of the Third-Party Components shall prevail only in connection with the related Third-Party Components. These Terms do not apply to any Third-Party Components accompanying or contained in the Services and TeeVid disclaims all liability related thereto. You acknowledge that TeeVid is not the author, owner, or licensor of any Third Party Components and that TeeVid makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance, or suitability of Third-Party Components. Under no circumstances shall the Services or any portion thereof (except for the Third-Party Components contained therein) be deemed to be “open source” or “publicly available” software.

12. Amendments to the Terms
TeeVid may change the Terms from time to time, at its sole discretion and without any notice. We will use reasonable commercial efforts to notify regarding substantial changes of these Terms on our Site and/or via our Services. Such substantial changes will take effect seven (7) days after such notice was provided. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date, and your continued use of our Services the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.

13. Availability
The Services' availability and functionality depend on various factors, such as communication networks, software, hardware, and TeeVid’s service providers and contractors. TeeVid does not warrant or guarantee that the Services will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access error-free.

14. Changes to the Services
TeeVid reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently, the Services (or any part thereof) without notice, at any time. In addition, you hereby acknowledge that the Content available through the Services may be changed, modified, edited, or extended in terms of content and form or removed at any time without any notice to you. You agree that TeeVid shall not be liable to you or to any third-party for any modification, suspension, error, malfunction, or discontinuance of the Services (or any part thereof).

15. General
Any heading, caption, or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof. These Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between TeeVid and you. Any claim relating to these Terms or the Services will be governed by and interpreted in accordance with the laws of the State of New-York, without reference to its conflict-of-laws principles. Any dispute arising out of or related to the use of the Services in connection with your Account will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of New-York. TeeVid may assign its rights and obligations hereunder and/or transfer ownership rights and title in the Services to a third-party without your consent or prior notice to you. Your rights and obligations under these Terms are not assignable. Any attempted or actual assignment thereof without TeeVid’s prior explicit and written consent will be null and void. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. These Terms constitute the entire terms and conditions between You and TeeVid relating to the subject matter herein and supersede any and all prior or contemporaneous agreements, understandings, promises, conditions, negotiations, covenants, or representations, whether written or oral, between TeeVid and You, including, without limitation, those made by or between any of Our respective representatives, with respect to the Services. You agree that you will make no claim at any time or place that these Terms have been orally altered or modified or otherwise changed by oral communication of any kind or character. You further agree that you are not relying upon any promise, inducement, representation, statement, disclosure, or a duty of disclosure of TeeVid in entering into these Terms.

16. Contact Us
If you have any questions (or comments) concerning the Terms or the use of the Services, you are most welcome to send TeeVid an email to info@teevid.com, and TeeVid will make an effort to reply within a reasonable timeframe. Our standard support hours are 09:00 to 17:00 Eastern Time Monday through Friday for technical information, technical advice, and technical consultation regarding Your use of the Services.

[End of End User License Terms]