VMIX Terms of Use

1. Your Acceptance

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THIS SITE. VMIX Media Inc. ("VMIX," "we," "our," "us") provides this web site and all site-related services (collectively, the "Website") subject to your compliance with the terms and conditions set forth in these Terms of Service. These Terms of Service govern the relationship between VMIX and you, the Website visitor or user ("you," "your") with respect to your use of the Website. It is important that you read carefully and understand these Terms of Service. BY USING AND/OR VISITING THE WEBSITE, YOU SIGNIFY YOUR ASSENT TO BOTH THESE TERMS OF SERVICE AND THE TERMS AND CONDITIONS OF VMIX'S PRIVACY POLICY, WHICH ARE PUBLISHED AT www.vmix.com/privacy.php, AND WHICH ARE INCORPORATED HEREIN BY REFERENCE. If you do not agree to any of these terms, please do not use the Website.

We reserve the right at any time to:

• Change the terms and conditions of these Terms of Service;
• Change the Website, including eliminating or discontinuing any content on or feature of the Website; or
• Change any fees or charges for use of the Website.

Any changes we make will be effective immediately upon notice, which we may provide by means including, without limitation, posting the new or revised terms on the Website. Your continued use of the Website following such changes will be deemed acceptance of such changes. Be sure to return to this page periodically to ensure familiarity with the most current version of these Terms of Service.

2. VMIX Website

These Terms of Service apply to all users of the Website, including users who are also contributors of video content, information and other materials or services on the Website. The Website may contain links to third party websites that may or may not be owned or controlled by VMIX. VMIX is providing these links to you only as a convenience. VMIX has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. In addition, VMIX will not and cannot censor or edit the content of any third-party site and the fact that VMIX offers such links does not indicate any approval or endorsement of any material contained on any linked site. By using the Website, you expressly relieve VMIX from any and all liability arising from your use of any third-party website, including with respect to the privacy or other practices at such sites. Accordingly, we encourage you to be aware when you leave the Website, and to read the terms and conditions and privacy policy of each other website that you visit. Further, it is up to you to take precautions to ensure that whatever links you select or software you download is free of such items as viruses, worms, trojan horses, defects, date bombs, time bombs and other items of a destructive nature.

3. Website Access

VMIX hereby grants you permission to use the Website, provided that: (i) your use of the Website as permitted is solely for your personal, noncommercial use; (ii) you will not copy or any part of the Website in any medium without VMIX's prior written authorization; (iii) you will not alter or modify any part of the Website other than as may be reasonably necessary to use the Website for its intended purpose; and (iv) you will otherwise comply with the terms and conditions of these Terms of Service.

4. Copyright

The content on the Website, including without limitation the text, software, graphics, photos, videos and the like (collectively, the "Content"), is owned by or licensed to VMIX, subject to copyright and other intellectual property rights under United States Copyright Act, foreign laws, and international conventions. VMIX reserves all rights not expressly granted in and to the Website and the Content. Other than as expressly permitted, you may not engage in the unauthorized use, copying, or distribution of any of the Content. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You may not otherwise reproduce, display, publicly perform, or distribute the Content in any way for any public or commercial purpose.

5. Trademarks

The trademarks, service marks and logos contained on the Website or in the Content, are the intellectual property of VMIX, it owners/operators, affiliates, and/or licensors, and are protected by the Trademark Laws of the United States and other jurisdictions. Content is provided to you AS IS for your information and personal use only, and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Nothing on the Website shall be construed as conferring any license under any VMIX trademark or other intellectual property rights.

6. User Submissions

You, the content owner, maintain the copyright on all videos, content, suggestions, ideas, notes, concepts, information or other materials provided or uploaded to VMIX ("User Submissions"). Subject to the rights and licenses you grant to VMIX under these Terms of Service, you retain all rights to the ownership and use of your User Submissions. None of the User Submissions will be subject to any obligation, whether of confidentiality, attribution or otherwise, on our part and we will not be liable for any use or disclosure of any User Submissions. By submitting a User Submission you certify that either (i) you are 18 or an emancipated minor and have the right to submit the User Submission and grant the licenses provided hereunder, or (ii) you have obtained your parent's or legal guardian's express consent to submit the User Submission and to grant the licenses provided hereunder.

You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent and/or warrant that: (i) you own, or have the necessary licenses, rights, consents, and permissions to the User Submissions and to grant the rights and licenses to VMIX under all patent, trademark, trade secret, copyright or other proprietary or intellectual property rights ("Intellectual Property") in and to any and all User Submissions in the manner contemplated by the Website and these Terms of Service; and (ii) you have the written consent, release, and /or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person in the manner contemplated by the Website and these Terms of Service.

In connection with User Submissions and your use of the Website, you further agree that you will not (collectively, the "Codes of Conduct"):

• submit User Submission or material that (a) is copyrighted, protected by trade secret or otherwise subject to third party proprietary or Intellectual Property rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material; (b) is unlawful, obscene, defamatory, libelous, threatening, fraudulent, abusive, pornographic, harassing or encourages conduct that would be considered a criminal offense, or does or could give rise to civil liability or violate any law, rule or regulation, or is otherwise objectionable, or infringes our or any third party's intellectual property or other rights; (c) is non-public information about companies without the authorization to do so; or (d) is an advertisement, solicitation, chain letter, pyramid scheme, investment opportunity or other unsolicited commercial communication (except as otherwise expressly permitted by us);
• publish falsehoods or misrepresentations that could damage VMIX or any third party;
• impersonate another person;
• restrict or inhibit any other visitor from using the Website, including, without limitation, by means of "hacking" or defacing any portion of the Website;
• use the Website for any unlawful purpose;
• express or imply that any statements you make are endorsed by us, without our prior written consent;
• engage in spamming or flooding;
• transmit any software or other materials that contain any bugs, viruses, worms, trojan horses, defects, date bombs, time bombs or other items of a destructive nature;
• modify, adapt, sub-license, translate, sell, reverse engineer, decompile or disassemble any portion of the Website;
• remove any copyright, trademark or other proprietary rights notices contained in the Website;
• "Frame" or "mirror" any part of the Website without our prior written authorization;
• use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, "data mine" or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents; or
• harvest or collect information about Website visitors without their express consent.

While using the Website, you agree to comply with all applicable laws, rules and regulations.

VMIX does not endorse any User Submission or any opinion, recommendation or advice expressed therein, and VMIX expressly disclaims any and all liability in connection with User Submissions. The opinions expressed in any User Submission reflects solely the opinion(s) of the user submitting such User Submission and does not reflect the opinion(s) of VMIX. If notified by a user of a User Submission that allegedly does not conform to this Agreement, VMIX may investigate the allegation and determine in good faith and in its sole discretion whether to remove the User Submission.

You understand that when using the Website you will be exposed to User Submissions from a variety of sources, and that VMIX is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, objectionable, obscene, threatening, harassing or encourages any such conduct, or that otherwise violate any of the Codes of Conduct, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against VMIX with respect thereto, and agree to indemnify and hold VMIX, its owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.

You acknowledge and agree that we have the right (but not the obligation) to monitor the Website and each User Submission; to alter or remove any User Submission at any time; to disclose any User Submission and the circumstances surrounding their transmission to any third party or governmental or regulatory entity in order to operate the Website properly; to protect ourselves, our sponsors and our users and visitors; and to comply with legal obligations or governmental requests.

You irrevocably agree to grant, and actually grant VMIX and its designees a perpetual, worldwide, non-revocable, unlimited, transferable, assignable, sublicensable (through multiple tiers), royalty-free, non-exclusive right and license to reproduce, publish (on the Website, on any other website(s), in print, radio, television or elsewhere), display (publicly or otherwise), modify, translate, adapt, digitally transmit and otherwise use and commercialize each User Submission in any manner and context (including but not limited to usage in commercial, advertising or promotional materials), now known or in the future discovered, in VMIX's sole discretion, in any way, in any and all media, without limitation and without any compensation or acknowledgment to you or any third party. You further acknowledge that VMIX is under no obligation to post, display or otherwise use any User Submission. You further acknowledge that VMIX has no obligation whatsoever to pay you any royalty or other amounts on any revenues or other consideration that VMIX receives directly or indirectly from the use or display of your User Submission or otherwise from the exercise of VMIX's rights granted under these Terms of Service. You hereby agree not to instigate, support, maintain, or authorize any action, claim, or lawsuit against VMIX or its owners/operators, affiliates, and/or licensors, or any other person, on the grounds that any use of a User Submission, or any derivative works thereof, infringe any of your rights as creator of the User Submission, including, without limitation, trademark rights, copyrights, publicity rights, privacy rights, and moral rights or "droit moral."

7. Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE WEBSITE SHALL BE AT YOUR SOLE RISK. THE WEBSITE AND ANY CONTENT OR MATERIALS ON THE WEBSITE (INCLUDING USER SUBMISSIONS) ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, VMIX, ITS OWNERS/OPERATORS AND AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. Applicable law may not allow the exclusion of implied warranties, so the above exclusions may not apply to you. VMIX MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE WEBSITE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT VMIX SHALL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR (I) ANY FAILURE OF ANOTHER USER TO THE WEBSITE TO CONFORM TO THE CODES OF CONDUCT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, WHETHER ARISING IN CONTRACT OR IN TORT, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, INCLUDING ANY CLAIM, CAUSE OF ACTION, OBLIGATION, LIABILITY, RIGHT, OR REMEDY WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF VMIX, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR 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 OUR WEBSITE, (IV) ANY BUGS, VIRUSES, WORMS, TROJAN HORSES, DEFECTS, DATE BOMBS, TIME BOMBS OR OTHER ITEMS OF A DESTRUCTIVE NATURE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS, MISTAKES, INACCURACIES OR OMISSIONS IN ANY CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE SERVICE. VMIX DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND VMIX WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

8. Limitation of Liability

IN NO EVENT SHALL VMIX, ITS OWNERS/OPERATORS AND AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER FOR ANY REASON ARISING FROM OR OTHERWISE IN CONNECTION WITH YOUR USE OF THE WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VMIX IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

9. Indemnity

You agree to defend, indemnify and hold harmless VMIX, its owners/operators and affiliates and their respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Website; (ii) your violation of any terms or conditions contained in these Terms of Service; (iii) your violation of any third party right, including without limitation any Intellectual Property or other rights; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive this Agreement and your use of the Website.

10. Claims of Copyright Infringement

The Digital Millennium Copyright Act of 1998 (the .DMCA.) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by VMIX infringe your copyright (for example, a video posted by a user), you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Website are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow VMIX to locate the material on the Website; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed by VMIX against you, the DMCA permits you to send VMIX a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.loc.gov/copyright/ for details. Notices and counter-notices with respect to the Website should be sent to VMIX, 12707 High Bluff Drive Suite 350, San Diego, CA 92130 helpdesk@vmix.com or 858-350-4375. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA. VMIX reserves the right to terminate the account of any user that is a repeat copyright infringer.

11. Access By Minors

Pursuant to 47 U.S.C. Section 230 et seq, as amended, we hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at the web site America Links Up (http://www.netparents.org/parentstips/browsers.html).

12. Ability to Accept Terms of Service

You affirm that you are over the age of 13 and fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. If you are not over the age of 13, then please do not use the Website. There are many websites that are for children under the age of 13, but the Website is not such a website.

13. Jurisdictional Issues

The Website is solely directed to individuals residing in the United States. You agree that: (i) the Website shall be deemed solely based in California; and (ii) the Website shall be deemed a passive website that does not give rise to personal jurisdiction over VMIX, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and VMIX that arises in whole or in part from the Website shall be decided exclusively by a court of competent jurisdiction located in San Diego County, California.

We make no representation that any materials or content (including User Submissions) available on or through the Website are appropriate or available for use in other locations. Those who choose to access the Website from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent local laws are applicable. We reserve the right to limit the availability of the Website and/or any content (including User Submissions) to any person, geographic area or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such service, program, film or other product that we provide.

14. Rules for Sweepstakes, Contests and Games

Any sweepstakes, contests or games that are accessible through the Website are governed by specific rules. By entering such sweepstakes or contests or participating in such games you will become subject to those rules. We urge you to read the applicable rules, which are linked from the particular activity, and to review our Privacy Policy which, in addition to these Terms of Service, governs any information you submit in connection with such sweepstakes, contests and games.

15. Notice for California Users

Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

16 General

We reserve the right to immediately terminate these Terms of Service, and/or your access to and use of the Website or any portion thereof, at any time and for any reason, with or without cause. Upon termination of these Terms of Service, your right to use the Website shall immediately cease, and you shall destroy all material and content obtained from the Website and all copies thereof, whether made under the terms of these Terms of Service or otherwise. These Terms of Service, together with the Privacy Policy at http://www.vmix.com/privacy.php and any other legal notices published by VMIX on the Website, shall constitute the entire agreement between you and VMIX concerning the Website. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and VMIX's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.