Vuier.com | Terms-of-Service Agreement

Created: July 24, 2015

Last Updated: February 3, 2017

Welcome to the website of Vuier, Inc., a Delaware corporation. The following terms govern your access to and use of Vuier.com, including any content, functionality, and services offered on or through Vuier.com (“Website”), whether as a guest or a registered user.

Please read these terms carefully before you start to use the Website because your access is on the condition that you agree to these terms. Please pay special attention to the following sections: (1) disclaimer of warranties (section 19); (2) limit on liability and exclusion of damages (sections 20 and 21); (3) place for resolving disputes (section 24.2); (4) mandatory mediation and arbitration (sections 25.3 and 25.4); (5) class action waiver (section 25.8); and (6) limitation on time to file disputes (section 25.9).

By accessing the Website, or by clicking to accept or agree to the terms when we make this option available to you, you accept and agree to these terms. If you do not want to agree to these terms, you must not access or use the Website.

Minors Prohibited. The Website contains, and may direct you to websites containing, pornographic content and is not intended for minors. Only adults who are at least 18-years old that have reached the age of majority in their jurisdiction may access the Website. We forbid all persons who do not meet these age requirements from accessing the Website.

Section 230(d) Notice. Under 47 U.S.C. § 230(d), we notify you that parental control protections (including computer hardware, software, or filtering services) are commercially available that may help in limiting access to material that is harmful to minors. You may find information about providers of these protections on the Internet by searching “parental control protection” or similar terms. If minors have access to your computer, please restrain their access to sexually explicit material by using any of the following products, which we provide for informational purposes only and do not endorse: CYBERsitter™ | Net Nanny® | CyberPatrol | ASACP.

Child Pornography Prohibited. All persons who appear in any visual depiction of actual or simulated sexually explicit conduct found on the Website were 18-years old or older at the time of the creation of the depictions. The Website contains no child pornography. We have a zero tolerance policy for pornographic content involving minors and a zero tolerance policy regarding pedophiles or any pedophilic activity. We only allow visual media of consenting adults for consenting adults on the Website. If you see any visual media, real or simulated, depicting minors engaged in sexual activity within the Website, please report this to us at abuse@vuier.com. Please include with your report all appropriate evidence, including the date and time of identification. We will immediately investigate all reports and take appropriate action. We fully cooperate with any law-enforcement agency investigating child pornography. If you suspect other outside websites are participating in unlawful activities involving minors, please report them to www.asacp.org.

1. Introduction

1.1 Vuier offers a flexible video platform for video-content creators who want to market, promote, or sell their video content or live stream. Vuier’s video platform allows video-content creators to offer and sell their video content all over the Internet through the creation of videos, online video consulting, and other related activities, and gives video-content creators a one-stop-shop for all of the tools necessary to upload, communicate, promote, market, monetize, and analyze their uploaded content. Video-content creators can embed videos uploaded to Vuier on any website, social network, or blog and sell them online for the price the video-content creator sets at or above the minimum suggested price. Vuier also offers live streaming services that allow content creators to stream live content to their customers as well as interact with their customers.

1.2 These terms apply to all users of the Website (including any mobile version), whether you are a “visitor” or a “registered user.” By accessing any part of this Website, you agree to these terms and our privacy policy. If you do not want to agree to these terms or our privacy policy, you must leave this Website. If you breach any of these terms, we may revoke your license to access this Website, block your access to this Website, or cancel any account.

1.3 We may change these terms on one or more occasions by updating this webpage. The top of the terms will tell you when we last updated them. Changes will take effect on the “last updated” date stated on the top of this webpage. Changes will not operate retroactively. We will try to notify you when we change these terms if we can do so in a commercially reasonable manner. But you should frequently check this webpage to make sure that you are operating under the most current version of the terms. We will consider your continued use of the Website after we post the changes as your acceptance of the changes even if you do not read them. If you do not agree to the changes, your sole remedy is to stop accessing the Website.

1.4 If you have any questions about these terms or any questions or comments about this Website, please email us at legal@vuier.com and we will try to get back to you by the end of the next business day.

2. Eligibility Requirements

2.1 The Website may contain or provides access to uncensored sexually explicit material unsuitable for minors. Only adults (1) who are at least 18-years old and (2) who have reached the age of majority in their community may access this Website. If you do not meet these age requirements, you will not access this Website and must leave now.

2.2 By accessing the Website, you state that the following facts are accurate:

2.2(A) You are at least 18-years old, have reached the age of majority where you live, and you have the legal capacity to agree to these terms and to perform the acts required of you by these terms;

2.2(B) If you access the Website on behalf of an entity, you have authority to accept these terms for that entity and that the entity will indemnify us for any breach of these terms;

2.2(C) You own (or have permission to use) the credit card you purchase services with and have authorized us (or our authorized payment processing agent) to charge the credit card monthly according to the plan you purchase (all plans automatically recur monthly until cancelled); and

2.2(D) By logging on, you will have released and discharged the providers, owners, and creators of this Website from all liability that might arise.

3. Accessing the Website and Account Security

3.1 To access the Website or some of the resources it offers, we may ask you to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is accurate. If you are an entity, the person whose email address is associated with the account must have the authority to bind the entity to these terms. You acknowledge that our privacy policy governs all information you provide to register with this Website or otherwise, including through the use of any interactive features on the Website, and you consent to all actions we take with respect to your information consistent with our privacy policy.

3.2 If you choose, or we provide you with, a username, password, or any other piece of information as part of our security procedures, you will treat this information as confidential, and you will not disclose it to any other person. You also acknowledge that your account is personal to you, and you will not provide any other person with access to this Website or parts of it using your username, password, or other security information. You will promptly notify us about any unauthorized access to or use of your username or password or any other breach of security. You also will make sure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. You are responsible for all activity initiated under your username and password, and we will not be liable to you if another person logs into your account and steals your information. We will hold you responsible if another person logs into your account and uploads infringing or prohibited content to the Website or if a minor users your account to access the Website.

3.3 We may disable any username, password, or other identifier, whether chosen by you or provided by us, at any time if, in our opinion, you have breached any provision of these terms.

4. Subscriptions

4.1 Vuier Plans. Besides offering Vuier Free memberships, we may choose to offer a Vuier Ultimate monthly subscription. Please see our services page for current services offered as well as features and pricing. Features and prices are subject to change. We also offer customized packages for businesses and white label services, which may be subject to additional terms.

4.2 Billing and Payment. We will bill the subscription fee in advance for the term you signed up for using the billing method you selected when you signed up or you later ask us to use. We will automatically rebill subscriptions at the end of each term until you cancel your subscription. By giving us your credit or debit card number, you hereby authorize our payment-processing agent or us to make these charges using your selected billing method without further approval from you until you notify us that you have cancelled your subscription or want to change your payment method. For payment by credit or debit card, you must make sure that all your credit or debit card information is accurate and notify us of any change in your billing address, card number, CCV, or expiration date. You will promptly notify us if your credit or debit card is cancelled, lost, or stolen—or if there is an unauthorized use of your username and password. We will cancel your subscription if we cannot charge your credit or debit card. If you want to change your selected billing method, you may contact us at billing@vuier.com and we will assist you with your request.

4.3 Billing Disputes. If you believe that we have charged you in error, you will notify us in writing no later than 30 days after you receive the invoice in which the error first appeared. If you fail to notify us in writing of a dispute within this 30-day deadline, you waive any disputed charges. You will submit any billing dispute in writing to billing@vuier.com and include a detailed statement describing the nature and amount of the disputed charges.

4.4 Chargebacks. You are liable to us for any credit-card chargebacks or related fees that we incur on your account. If you fail to pay us for any credit-card chargeback or related fees no later than 30 days after our initial demand for payment, you will pay us $100 in additional liquidated damages, plus any costs we incur for each chargeback or related fee.

4.5 Cancellation and Refunds. Users who purchase Vuier Ultimate subscriptions receive the first month free and may cancel at any before the end of the first month to avoid incurring any charges. After the first month ends, all purchases are final and all fees paid are nonrefundable, even if we later terminate your account. Because we offer a free version of the video-on-demand service, users who purchase Vuier Ultimate do not receive the first month free—all Vuier Ultimate purchases are final and all fees paid are nonrefundable. If you have questions, please contact us at billing@vuier.com.

4.6 Renewals. You may choose to renew your subscription at the end of the subscription period. By default, all subscriptions are set to automatically renew each month until cancelled. You may decline to renew at any time before the start of a renewal subscription. We may deny subscriptions, renewals, and other purchases for any reason.

4.7 End of Subscription. When a Vuier Ultimate subscription ends, the account automatically becomes a Vuier Free account and Vuier may disable access to or delete any content to comply with Vuier Free account limits.

5. Term and Termination; Account Deletion

5.1 Term. These terms begin on the date you first access the Website and continue as long as you have an account with us.

5.2 Account Deletion. You may delete your account at any time. We may delete Vuier Free accounts if they remain inactive (that is, you fail to log in) for a continuous period of at least six months. Subscription accounts will remain active until the end of the subscription term and any renewal term.

5.3 Termination for Breach. We may suspend, disable, or delete your account (or any part of it) or block or remove any content you submitted if we determine that you have breached any provision of these terms or that your conduct or content would tend to damage our reputation and goodwill. If we delete your account for any of these reasons, you will not re-register for the Website. We may block your email address and Internet protocol address to prevent further registration.

5.4 Effect of Termination/Account Deletion. On termination, all licenses granted by us will terminate. In the event of account deletion for any reason, content that you submit may no longer be available. We will not be responsible for the loss of your content.

6. Ownership of Content; License to Use Vuier Service

6.1 We own or have the license to use:

Intellectual property laws, including copyright, patent, service mark, trademark, trade dress, trade secret, international treatises, and various other intellectual property and unfair competition laws protect the Website and its entire contents, features, and functionality. In using the Website or the content, features, or functionality, you will comply with all applicable intellectual property laws, and any specific notices contained on the Website.

6.2 We hereby grant you a limited, nonexclusive, nontransferable license to access the Website and its content according to these terms only. By “access,” we mean visit the Website, use its services, and view, download, or stream its content. “Content” includes the text, software, scripts, graphics, photos, sounds, music, videos, audiovisual combinations, interactive features, and other materials found on this Website.

6.3 The license granted in section 6.2 does not include any of the following:

6.4 If you print, copy, change, download, or otherwise use or provide any other person with access to any part of the Website in breach of these terms, your license to access the Website will terminate and you will, at our option, return or destroy any copies of the content you have made. No interest in the Website or any content on the Website is transferred to you; Vuier reserves all rights not expressly granted. Any use of the Website not expressly permitted by these terms is a breach of these terms and may violate copyright, trademark, and other laws.

7. Trademarks

7.1 Vuier’s name (VUIER®), its logo, and all related names, logos, product and services names, designs, and slogans (“marks”) are trademarks or service marks of Vuier or its affiliates or licensors. You will not use Vuier’s marks in any way without the advance written permission of Vuier. Nothing contained on the Website should be construed as granting, by implication or otherwise, any license or right to use any marks displayed on the Website, meta tags, or any other “hidden text” using marks that belong to Vuier or its licensors, without advanced written permission from Vuier or the third party who may own the mark.

7.2 All other names, logos, product and service names, designs, and slogans on this Website are the trademarks or service marks of their respective owners and our reference to them does not suggest sponsorship, endorsement, or association by or with Vuier, or that those owners endorse or have any affiliation with this Website.

8. Use of Website

8.1 You will only access this Website for lawful purposes and in accordance with these terms; we prohibit any other use of this Website. We may change, limit, or cancel your access if you fail to comply with these terms.

8.2 As a condition of your access to the Website, you will:

8.2(A) Comply with all laws and regulations of any governmental body that apply to your access to the Website and its content, including laws relating to the Internet, data, email, privacy, or the sending of technical data exported from the United States or the country where you live;

8.2(B) Keep your password secure and be responsible for all use of your account;

8.2(C) Not use the Website for any unlawful purpose or in any way that is prohibited by these terms;

8.2(D) Not use the Website in any way that exposes us to civil or criminal liability;

8.2(E) Not use the Website to infringe on the intellectual-property rights of another person, including to make, obtain, post, or otherwise access illegal or infringing copies of copyrighted content;

8.2(F) Not use the Website to submit, publish, display, disseminate, or otherwise communicate any defamatory, libelous, inaccurate, abusive, harmful, threatening, obscene, offensive, hateful, discriminatory, infringing, or illegal material to any other user of this Website or to any other person;

8.2(G) Not use the Website to exploit or harm or to try to exploit or harm minors by exposing them to inappropriate content, asking for personal information, or otherwise;

8.2(H) Not use the Website to harass, stalk, or otherwise invade the privacy of another person (including the dissemination of personal information);

8.2(I) Not use the Website to promote the physical harm or injury of any individual or group, or promote any act of cruelty to animals;

8.2(J) Not use the Website to engage in false or deceptive advertising or trade practices;

8.2(K) Not use or try to use any other user’s account on the Website;

8.2(L) Not impersonate another person during your use of the Website, including registering or trying to register another person for an account;

8.2(M) Not use any automated means—including robots, crawlers, or data mining tools—to download, monitor, or use data or content from the Website;

8.2(N) Not change, build on, or block any part or functionality of the embeddable player, including links back to the Website;

8.2(O) Not use the Website to collect email addresses for sending unsolicited messages;

8.2(P) Not take any action that imposes, or may impose, an unreasonable or disproportionately large load on our technology infrastructure or otherwise make excessive demands on it;

8.2(Q) Not forge headers or otherwise manipulate identifiers to disguise the origin of any information you send;

8.2(R) Not disable, circumvent, or otherwise interfere with security related features of the Website, features that prevent or restrict use or copying of content, or features that enforce limits on the use of the Website or the content on it, including any digital rights management (DRM) functionality;

8.2(S) Not remove or change any watermarks or proprietary notices or labels—including copyright, patent, service mark, or trademark notices—from copies of content from this Website;

8.2(T) Not post, link to, or otherwise make available on the Website any content that contains software viruses or any computer code, file, or program designed to interrupt, destroy, limit, or monitor the functionality of any software, hardware, or telecommunications equipment;

8.2(U) Not send, create, or reply to so-called “mail bombs” (that is, emailing copies of a single message to many users, or sending large or multiple files or messages to a single users with malicious intent); engage in “spamming” (that is, unsolicited emailing for business or other purposes); or undertake any other activity that may adversely affect the operation or enjoyment of this Website by another person;

8.2(V) Not reproduce, sell, resell, or otherwise commercially exploit or make available the Website or its content to any other person;

8.2(W) Not “frame” or “mirror” the Website; or

8.2(X) Not reverse engineer any part of the Website.

8.3 You are solely responsible for all acts and omissions that occur because of your use of the Website. Unauthorized use of the Website or the content may violate various laws, including copyright and trademark laws, the laws of privacy and publicity, and communications regulations and statutes. We may take appropriate action against you for any unauthorized use of the Website or the content, including civil, criminal, injunctive relief, and termination of your access or registration.

9. Selling Content

9.1 Eligibility. To sell content (“submissions”) through Vuier, you must create a free account.

9.2 Revenue share. You are entitled up to 90% of the net revenue from your sales. “Net revenue” means gross revenue actually received from end users from a sale less transactional costs, chargebacks (approximately $50 per occurrence), and refunds and excluding any taxes. “Transactional costs” are amounts paid by us to third parties to facilitate a transaction and may include video delivery fee (4.84%), payment-processing fees (5.9% plus $.51 per purchase for VOD and 5.9% plus $0.51 per transaction for live streaming), Vuier service fee (10% for Free accounts), foreign exchange fees, and platform fees (e.g., for transactions occurring through online third-party stores or systems).

9.3 Payment. We do not automatically pay you each month. To receive payment, you must send us a payment request through the account page. We will pay you the net revenue in your account no later than 30 days after receiving a payment request from your account page, on the condition that you have earned at least $150. We will make all payments using the payment method identified in your profile. We are not required to pay net revenue for any transaction that is subject to a refund or chargeback. We may withhold amounts or make adjustments (1) to satisfy any refunds that we may make; (2) pending any investigation of fraud or other illegality; and (3) as required by United States tax law. We will make payments in U.S. dollars only.

9.4 Taxes. Income taxes are solely your responsibility. We may withhold amounts from any amounts due to you that we determine in good faith that we must withhold under U.S. tax law. We may file reports concerning income with any taxing authority, including the Internal Revenue Service. We may collect taxes (e.g., sales tax or VAT) on any transaction where we reasonably believe that tax collection is required and may adjust pricing accordingly.

9.5 Payment Disputes. If you believe that we have miscalculated your payment, you will notify us in writing no later than 45 days after the payment regardless of when you discovered the mistake. If you fail to notify us in writing of a dispute within this 45-day deadline, you waive your right to dispute the payment at issue. You will submit any payment dispute in writing to legal@vuier.com and include a detailed statement describing the nature and amount of the disputed payment.

9.6 Violations. We are not required to pay net revenue for any submissions or conduct that breaches these terms and you will repay us any amounts you have received with respect to any breach. We may suspend, limit, or disable your participation in this program at any time.

10. Submissions

10.1 We do not claim any ownership rights in the submissions that you post on or through the Website. After making a submission to the Website, you continue to retain any ownership rights that you may have in your submissions, subject to the limited licenses described in this section. By making a submission, you hereby grant us, our affiliates, and service providers, and each of their and our respective licensees a perpetual, nonexclusive, sublicenseable, and worldwide license to use, reproduce, modify, prepare derivative works of, publicly perform, publicly display, and distribute the submissions through the Website in accordance with these terms. This includes the right to use your submission to promote and redistribute any part of the Website—and derivative works of it—in any media formats and through any media channels.

10.2 For each submission you make to the Website, you state that the following facts are accurate:

10.2(A) You own or have the necessary right to use and authorize us to use all copyrights, patents, service marks, trademarks, trade secrets, and any other proprietary rights in the submission to allow inclusion and use of the submission in the way contemplated by the Website and these terms;

10.2(B) You are not posting any content depicting any person under 18-years old;

10.2(C) You have inspected and are keeping written documentation sufficient to confirm that all subjects of your submission are in fact 18-years old or older as required by 18 U.S.C. §§ 2257, 2257A, and the implementing regulations; and

10.2(D) You have a signed written consent or release for each identifiable person in the submission to use their name or likeness to allow inclusion and use of the submission in the way contemplated by the Website and these terms.

10.3 Submissions must—in their entirety comply—with all laws. Submissions must not:

10.3(A) Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.

10.3(B) Promote violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

10.3(C) Depict or portray minors, pedophilia, incest, rape, extreme violence, torture, bestiality, urination, paraphilia, or scatophilia.

10.3(D) Infringe any patent, trademark/service mark, trade secret, copyright, or other intellectual property or other rights of any other person.

10.3(E) Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under any law or that otherwise may be in conflict with these terms and our privacy policy.

10.3(F) Be likely to deceive any person.

10.3(G) Promote any illegal activity, or advocate, promote, or assist any unlawful act.

10.3(H) Cause annoyance, inconvenience, or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.

10.3(I) Impersonate any person, or misrepresent your identity or affiliation with any person or organization.

10.3(J) Involve commercial activities or sales, including contests, sweepstakes, and other sales promotions, barter, or advertising.

10.3(K) Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

10.3(L) Contain technically harmful material, including computer viruses, logic bombs, Trojan horses, worms, malware, ransomware, harmful components, corrupted data, or other malicious software or harmful data.

10.4 You are solely responsible for your submissions and the consequences of posting them to the Website or to any other website through the embedded player provided by the Website. We are not responsible for, do not endorse, and are not liable for any submission to the Website or to any other website through the embedded player provided by the Website.

11. Monitoring and Enforcement; Termination

11.1 We may do any of the following:

11.1(A) Remove or refuse to post any user submission for any reason, including obscene or defamatory material or excessive length;

11.1(B) Take any action against any user submission that we consider necessary or appropriate, including if we believe that the user submission breaches these terms, infringes any intellectual property right of any person, threatens the personal safety of users of the Website or the public, or could create liability for us;

11.1(C) Disclose your identity or other information about you to any person who claims that content posted by you violates their rights, including their intellectual-property rights or their right to privacy;

11.1(D) Take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Website or the services; or

11.1(E) Terminate or suspend your access to all or part of the Website or the services for any reason, including breach of these terms.

11.2 We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any content on or through the Website or the services. You hereby waive any claims you might have against us—including our affiliates, licensees, and service providers—resulting from any action taken by us during or because of our investigations and from any actions taken because of investigations by either us or law enforcement authorities.

11.3 We cannot and do not review all material before it is posted on the Website, and cannot ensure prompt removal of objectionable material after it has been posted. We will not be liable for any action or inaction for transmissions, communications, or content provided by any user or third party. We will not be liable to anyone for performance or nonperformance of the activities described in this section. But if you know of any content posted that violates these terms, please contact us at abuse@vuier.com. Please give as much detail as possible, including a copy of the objectionable content or the location where we may find it, the reason we should remove it, and a statement certifying the accuracy of the information you provided to us.

12. Copyright Infringement

We prohibit copyright infringing activities. If you believe that any user submission violates your copyright, please see our copyright policy [insert as link to copyright policy] for instructions on sending us a notice of copyright infringement. It is the policy of Vuier to terminate the user accounts of repeat infringers.

13. Reliance on Information Posted

13.1 We make the information presented on or through the Website available for general information purposes only. We are not making any warranty about the accuracy or usefulness of this information. Any reliance you place on this information is strictly at your own risk. We will not be liable for any reliance placed on these materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.

13.2 This Website includes content provided by third parties, including materials provided by other users and third-party licensors, syndicators, or aggregators. All statements or opinions expressed in these materials, and all responses to questions and other content, other than the content provided by us, are solely the opinions and the responsibility of the person providing these materials. These materials do not reflect the opinion of Vuier. We will not be liable to you or any nonparty for the content or accuracy of any materials provided by any third parties.

14. Changes to the Website; Availability

14.1 We may update the content on this Website on one or more occasions, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update that material. That said, if you believe you have found errors or omissions on the Website, you may bring them to our attention by contacting us at legal@vuier.com.

14.2 We may withdraw or amend this Website, and any service or material we provide on the Website at any time without notice. While we will try to make sure that this Website is always available, we do not guarantee continuous, uninterrupted, or secure access to the Website. Many factors or circumstances outside of our control may interfere with or adversely affect our operation of the Website. We will not be liable if for any reason any part of the Website is unavailable at any time or for any period. On one or more occasions, we may restrict access to some parts of the Website, or the entire Website, including registered users.

15. Information About You and Your Visits to the Website

15.1 All information we collect on this Website is subject to our privacy policy. We may use software that automatically tracks performance and usage information to evaluate the Website. This software will not personally identify you. By accessing the Website, you consent to all actions taken by us with respect to your information in compliance with the privacy policy.

15.2 By accessing this Website, you acknowledge that Internet transmissions are never completely private or secure. You acknowledge that others may read or intercept any message or information you send to the Website even if there is a special notice that a particular transmission is encrypted.

16. Linking to the Website and Social Media Features

16.1 You may link to our homepage, on the condition that you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you will not establish a link in such a way as to suggest any form of association, approval, or endorsement on our part without our express written consent.

16.2 This Website may provide certain social media features that allow you to:

16.3 You may use these features solely as we provide them and solely with respect to the content they are displayed with. But you will not:

16.4 The website from which you are linking, or on which you make certain content accessible, must comply in all respects with these terms.

16.5 You will cooperate with us in causing any unauthorized framing or linking immediately to stop. We may withdraw linking permission without notice.

16.6 We may disable any social media features and any links at any time without notice.

17. Links from the Website

If the Website links to other sites and resources provided by third parties, we provide these links for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to this Website, you do so entirely at your own risk and subject to the terms of those websites.

18. Compliance with Laws

The owner of the Website is located in the state of Delaware in the United States. We are not making any statement that the Website or any of its content is accessible or appropriate outside of the United States. Access to the Website may not be legal by certain persons or in certain countries. If you access the Website from outside the United States, you do so on your own initiative and are responsible for complying with all local laws. You will not use or export anything from the Website in violation of U.S. export laws or these terms.

19. Disclaimer of Warranties

19.1 You acknowledge that we cannot and do not state that files available for downloading from the Internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for antivirus protection and accuracy of data input and output, and for keeping a means external to our Website for any reconstruction of any lost data. We will not be liable to you for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that might infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Website or any services or items obtained through the Website or to your downloading of any material posted on it, or on any website linked to it.

19.2 Your use of the Website, its content, and any services or items obtained through the Website is at your own risk. We provide the Website, its content, and any services or items obtained through the Website “as is,” “with all faults,” and “as available,” without making any warranties, either express or implied. We are not making any warranty about the completeness, security, reliability, quality, accuracy, or availability of the Website. We are not making any warranties (1) that the Website, its content, or any services or items obtained through the Website will be accurate, reliable, error-free, or uninterrupted; (2) that defects will be corrected; (3) that our Website or the server that makes it available are free of viruses or other harmful components; or (4) that the Website or any services or items obtained through the Website will otherwise meet your needs or expectations. Nor do we make any warranties about any content submitted by any user, any third party’s use of the content that you submit, or that we will make available or store on the Website any content you submit.

19.3 We are not making any warranties—whether express, implied, statutory, or otherwise—including warranties of merchantability, title, noninfringement, privacy, and fitness for particular purpose.

20. Limit on Liability; Release

20.1 We will not be liable to you for any of the following:

20.1(A) Errors, mistakes, or inaccuracies of content;

20.1(B) Personal injury or property damage resulting from your access to and use of the Website;

20.1(C) Content (including user-generated content) or conduct that is infringing, inaccurate, obscene, indecent, offensive, threatening, harassing, abuse, defamatory, libelous, abusive, invasive of privacy, or illegal;

20.1(D) Unauthorized access to or use of our servers and any personal or financial information stored in them, including unauthorized access or changes to your account, submissions, transmissions, or data;

20.1(E) Interruption or cessation of transmission to or from the Website;

20.1(F) Bugs, viruses, Trojan horses, malware, ransomware, or other disabling code that may be transmitted to or through the Website by any person or that might infect your computer or affect your access to or use of the Website, your other services, hardware, or software;

20.1(G) Incompatibility between the Website and your other services, hardware, or software;

20.1(H) Delays or failures you might experience in starting, conducting, or completing any transmissions to or transactions with the Website; or

20.1(I) Loss or damage of any kind incurred because of the use of any content posted, emailed, sent, or otherwise made available through the Website.

20.2 You hereby release us from all liability arising out of user submissions or the conduct of other users or third parties, including disputes between you and one or more other users or third parties.

21. Exclusion of Damages; Exclusive Remedy

21.1 Unless caused by our gross negligence or our willful and wanton misconduct, we will not be liable to you for breach-of-contract damages that Vuier could not reasonably have foreseen on entry into these terms. Nor will we be liable to you for any indirect, special punitive, or exemplary damages—regardless of theory of liability—arising out of your access or your inability to access the Website, the content, or the services. We also will not be liable to you—regardless of theory of liability—for any damages for (1) personal injury, (2) pain and suffering, (3) emotional distress, (4) loss of revenue, (5) loss of profits, (6) loss of business or anticipated savings, (7) loss of use, (8) loss of goodwill, (9) loss of data, (10) loss of privacy, or (11) computer failure related to your access of or your inability to access the Website, the content, or the services. This exclusion applies even if you told us about the possibility of these damages or we knew or should have known about the possibility of these damages.

21.2 If you are dissatisfied with the Website or the services, your exclusive remedy is to stop using the Website. Our maximum liability to you for any claim will not exceed the total amount you have paid to us to use the Website or the services during the six-month period before your claim arose. If you paid us nothing, our maximum liability to you for any claim will not exceed $1.

22. Scope of Disclaimers, Exclusions, and Limits

The disclaimers, exclusions, and limits stated in sections 19, 20, and 21 apply to the greatest extent allowed by law, but no more. We do not intend to deprive you of any mandatory protections provided to you by law. Because some jurisdictions may prohibit the disclaimer of some warranties, the exclusion of some damages, or other matters, one or more of the disclaimers, exclusions, or limits may not apply to you.

23. Loss Payment (aka Indemnification)

23.1 In General. You will pay us for any loss of ours that is caused by (1) your access of the Website or the services; (2) your conduct on the Website or the services; (3) your breach of these terms; (4) your violation of rights of another person, including intellectual property and privacy rights; or (5) your negligent or intentional misconduct. But you are not required to pay if the loss was caused by our intentional misconduct.

23.2 Definitions

23.2(A) “Loss” means an amount that we are legally responsible for or pay in any form. Amounts include, for example, a judgment, a settlement, a fine, damages, injunctive relief, staff compensation, a decrease in property value, and expenses for defending against a claim for a loss (including fees for legal counsel, expert witnesses, and other advisers). A loss can be tangible or intangible; can arise from bodily injury, property damage, or other causes; can be based on tort, breach of contract, or any other theory or recovery; and includes incidental, direct, and consequential damages.

23.2(B) A loss is “caused by” an event if the loss would not have happened without the event, even if the event is not a proximate cause of the loss.

23.3 Our Duty to Notify You. If we have your contact information, we will notify you before the 30th day after we know or should reasonably have known of a claim for a loss that you might be compelled to pay. But our failure to give you timely notice does not end your obligation, except if that failure prejudices your ability to mitigate losses.

23.4 Legal Defense of a Claim. We have control over defending a claim for a loss (including settling it), unless we direct you to control the defense. You and we will cooperate with each other in good faith on a claim.

23.5 No Exclusivity. Our rights under this section do not affect other rights we might have.

24. Governing Law; Place for Resolving Disputes

24.1 The laws of the state of Delaware—without giving effect to any principles of conflicts of law—govern all matters arising out of (or relating to) the Website or these terms. The predominant purpose of these terms is providing services and licensing access to intellectual property and not a “sale of goods.”

24.2 Except for disputes subject to arbitration, all disputes arising out of (or relating to) the Website or these terms will be subject to the exclusive jurisdiction and venue of the courts in the state of Delaware. Each party hereby submits to the personal jurisdiction of the courts in the state of Delaware to resolve all disputes not subject to arbitration. Each party hereby waives any right to seek another forum or venue because of improper or inconvenient forum.

24.3 For purposes of this section, the Website will be deemed solely based in the state of Delaware and will be deemed a passive website that does not give rise to personal jurisdiction over Vuier, either specific or general, in any other jurisdiction.

25. Dispute Resolution

25.1 In General. Each party will allow the other a reasonable opportunity to comply before it claims that the other has not met the duties under these terms. The parties will first meet and negotiate with each other in good faith to try to resolve all disputes between the parties arising out of (or relating to) the use of the Website.

25.2 Litigation Election. Either party may elect to litigate the following type of case or controversy: (1) an action seeking equitable relief, or (2) a suit to compel compliance with this dispute resolution process.

25.3 Mediation. If the parties cannot settle a dispute arising out of (or relating to) the Website or these terms through negotiation after 30 days, either party may, by notice to the other party and the International Institute of Conflict Prevention & Resolution (“CPR”), demand mediation under the Mediation Procedure of CPR. Mediation will take place in Wilmington, Delaware. The language of the mediation will be English. Each party will participate actively and constructively in mediation proceedings once started and will attend at least one joint meeting between the mediator and the parties. Any party may terminate mediation at any time after an initial discussion between the mediator and the parties. Each party will bear its own costs in mediation, and the parties will share equally between them all third-party mediation costs unless the parties agree differently in writing.

25.4 Arbitration. If the parties cannot settle a dispute through mediation, the parties will settle any unresolved dispute arising out of (or relating to) the Website or these terms by arbitration administered by CPR under its Rules for Administered Arbitration. A single arbitrator will preside over the arbitration and issue a final award on all issues submitted to arbitration. Arbitration will take place in Wilmington, Delaware. The language of the arbitration will be English. The parties will bear equally the costs of arbitration, including the fees and expenses of the arbitrator, and each party will bear the costs associated with its case, subject to the arbitrator’s right to award costs and fees to the prevailing party under these terms. This section and the arbitrator’s authority to grant relief are subject to (1) the Federal Arbitration Act, 9 U.S.C. §§ 1–16, et seq.; (2) these terms; and (3) the CPR Code of Ethics for Arbitrators in Commercial Disputes. The arbitrator will not award punitive or exemplary damages, or damages otherwise limited or excluded in these terms, and the arbitrator’s decision will be final and binding. Any court of competent jurisdiction may confirm and enforce the arbitrator’s award. The Federal Arbitration Act will govern any post-award proceedings. Unless required by law, neither a party nor an arbitrator will disclose the existence, content, or results of any arbitration under these terms without the advance written consent of both parties.

25.5 Right to Injunctive Relief. Both parties acknowledge that remedies at law may be inadequate to provide an aggrieved party with full payment if the other party breaches these terms, and that an aggrieved party may seek injunctive relief if a breach happens, besides seeking all other remedies available at law or in equity.

25.6 Recovery of Expenses. In any adversarial proceedings between the parties arising out of these terms or relating to the subject matter of these terms, the prevailing party will be entitled to recover from the other party, besides any other relief awarded, all expenses that the prevailing party incurs in those proceedings, including legal fees and expenses. If any proceedings are voluntarily dismissed or are dismissed as part of settlement of that dispute, neither party will be the prevailing party in those proceedings. For purposes of this section, “prevailing party” means, for any adversarial proceeding, the party in whose favor an award is rendered, except that if in those proceedings the award finds in favor of one party on one or more claims or counterclaims and in favor of the other party on one or more other claims or counterclaims, neither party will be the prevailing party.

25.7 Waiver of Jury Trial. Both parties hereby waive the right to a trial by jury for any dispute arising out of (or relating to) the Website or these terms. Either party may enforce this waiver up to and including the first day of trial.

25.8 Class Action Waiver. The parties will conduct any proceedings to resolve a dispute in any forum on an individual basis only. Neither you nor we will seek to have any dispute heard as a class action or in any other proceeding in which either party acts or proposes to act in a representative capacity. The parties will not combine any arbitration or proceeding with another without the advanced written consent of all parties to all affected arbitrations or proceedings.

25.9 Limitation on Time to File Disputes. A party will not file a dispute arising out of (or relating to) the Website or these terms more than one year after the cause of action arose. Any dispute brought after one year is barred.

26. Miscellaneous

26.1 Entire Agreement. These terms form the entire agreement between you and us about your access to the Website. It supersedes all earlier or contemporaneous terms between you and us about access to the Website. A printed version of these terms will be admissible in any proceedings arising out of (or relating to) these terms to the same extent and subject to the same conditions as other business documents and records originally generated and kept in printed form.

26.2 Copy of these Terms. You may—and we recommend that you—print these terms on your printer or save them to your computer. If you have trouble printing a copy, please contact us at legal@vuier.com and we will email you a copy.

26.3 Changes. We may change these terms on one or more occasions. We will try to post changes on the Website at least 15 days before they become effective. Changes will become effective on the “last updated” date stated at the top of the terms. Changes will not apply to continuing disputes or to disputes arising out of (or relating to) events happening before the posted changes. While we will try to notify you when we make changes to these terms, we do not assume an obligation to do so, and it is your responsibility to frequently check this webpage to review the most current terms. By continuing to use the Website after we post changes to these terms, you agree to the revised terms. If you do not agree to the revised terms, your exclusive remedy is to stop accessing the Website. If you need more information about the changes or have any other questions or comments about the changes, please contact us at legal@vuier.com.

26.4 Assignment and Delegation. We may assign any rights or delegate any obligations under these terms to an affiliate or third party. You will not assign your rights or delegate your obligations under these terms without our advanced written consent. Any attempted assignment or delegation in breach of this provision will be void.

26.5 No waiver. If either party fails to require the other party to perform any provision of these terms, that failure does not prevent the party from later enforcing that provision. If either party waives the other’s breach of a provision, that waiver is not treated as waiving a later breach of the provision.

26.6 Severability. If any part of these terms is for any reason held to be unenforceable, the rest of it remains fully enforceable if the essential provisions of these terms for each party remain valid.

26.7 Cumulative Remedies. All rights and remedies provided in these terms are cumulative and not exclusive, and the assertion by a party of any right or remedy will not prevent the assertion by the party of any other rights or the seeking of any other remedies available at law, in equity, by statute, in any other agreement between the parties, or otherwise.

26.8 Successors and Assigns. These terms bind and inure to the benefit of the parties and their respective successors and assigns. This section does not address, directly or indirectly, whether a party may assign rights or delegate obligations under these terms.

26.9 No Third-Party Beneficiaries. These terms do not and the parties do not intend them to confer any rights or remedies on any person other than the parties to these terms.

26.10 Relationship of the Parties. The parties intend that the parties’ relationship will be that of independent contractors and not business partners. The parties do not intend that anything in these terms will create a partnership, joint venture, agency, franchise, or employment relationship between the parties. The parties do not intend that either party will be the agent for the other, and neither party may bind the other to any agreement with a nonparty.

26.11 Force Majeure. We are not responsible for any failure to perform if unforeseen circumstances or causes beyond our reasonable control delays or continues to delay our performance, including:

26.11(A) Acts of God, including fire, flood, earthquakes, hurricanes, tropical storms, or other natural disasters;

26.11(B) War, riot, arson, embargoes, acts of civil or military authority, or terrorism;

26.11(C) Fiber cuts;

26.11(D) Strikes, or shortages in transportation, facilities, fuel, energy, labor, or materials;

26.11(E) Failure of the telecommunications or information services infrastructure; and

26.11(F) Hacking, SPAM, or any failure of a computer, server, network, or software.

26.12 Notices

26.12(A) Sending Notice to Us. You may send notice to us by email at legal@vuier.com unless a specific email address is set out for giving notice. We will consider an email notice received by us only when our server sends a return message to you acknowledging receipt. We may change our contact information on one or more occasions by posting the change on the Website. Please check the Website for the most current information for sending notice to us.

26.12(B) Sending Notice to You¬—Electronic Notice. You consent to receiving any notice from us in electronic form either (1) by email to the last known email address we have for you or (2) by posting the notice on a place on the Website chosen for this purpose. We will consider notices sent to you by email received when our email service shows transmission to your email address. You state that any email address you gave us for contacting you is a current and valid email address for receiving notice, and that your computer has hardware and software configured to send and receive email through the Internet and to print any email you receive. You may change this consent and request paper notice by normal postal delivery, but if you do, we may collect the reasonable cost and postage for sending postal notice.

26.13 Permission to Send Emails to You. You hereby grant us permission to email you notices, advertisements, and other communications to you, including emails, advertisements, notices, and other communications containing adult oriented material, sexual content and language, and images of nudity unsuitable for minors. Your permission will continue until you ask us to remove you from our email list. For more information, please see our privacy policy.

26.14 Electronic Communications Not Private. We do not provide facilities for sending or receiving confidential electronic communications. You should consider all messages sent to us or from us as open communications readily accessible to the public. You should not use the Website to send or receive messages you only intend the sender and named recipients to read. Users or operators of the Website may read all messages you send to the Website regardless of whether they are intended recipients.

26.15 Feedback. We encourage you to provide feedback about the Website. However, we will not treat as confidential any suggestion or idea provided by you, and nothing in these terms will restrict our right to use, profit from, disclose, publish, or otherwise exploit any feedback, without payment to you.

26.16 Consumer Rights Information—California Residents Only. This provision applies only to California residents. In compliance with Section 1789 of the California Civil Code, please note the following:

Vuier, Inc.

6600 Vista Del Mar, Suite A

Playa del Rey, CA 90293

+1 (310) 266-8901

Users who want to gain access to the password-restricted area of the Website must register. We post the current subscription fees for enhanced services here. We may change the subscription fees at any time. You may contact us at legal@vuier.com to resolve any billing disputes or to receive further information about our service.

26.17 Complaints—California Residents. You may contact in writing the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs at 1020 North Street, #501, Sacramento, California 95814, or by telephone at +1 (916) 445-1254.

26.18 Electronic Signatures. Any affirmation, assent, or agreement you send through the Website will bind you. You acknowledge that when you click on an “I agree,” “I consent,” or other similarly worded “button” or entry field with your mouse, keystroke, or other computer device, your agreement or consent will be legally binding and enforceable and the legal equivalent of your handwritten signature.

26.19 English language. We have drafted these terms and the privacy policy in the English language. We assume that you can read and understand the English language. We are not liable to you or any other person for any costs or expenses incurred to translate these terms or the privacy policy into another language. The English language version controls over any translated version.

26.20 Your Comments and Concerns. This Website is operated by Vuier, Inc., which is located at 873 East Baltimore Pike, Suite 353, Kennett Square, Pennsylvania 19348. You should send all notices of copyright infringement claims to the copyright agent designated in our copyright policy [insert as link to copyright policy] in the manner and by the means set out in our copyright policy. You should direct all other feedback, comments, requests for technical support, and other communications relating to the Website to legal@vuier.com.

27. Usages

In these terms, the following usages apply:

27.1 Actions permitted under these terms may be taken at any time and on one or more occasions in the actor’s sole discretion.

27.2 References to a statute will refer to the statute and any successor statute, and to all regulations promulgated under or implementing the statute or successor, as in effect at the relevant time.

27.3 References to numbered sections in these terms also refer to all included sections. For example, references to section 6 also refer to sections 6.1, 6.1(A), etc.

27.4 In computing periods from a specified date to a later specified date, the words “from” and “commencing on” (and the like) mean “from and including,” and the words “to,” “until,” and “ending on” (and the like) mean “to but excluding.”

27.5 References to a governmental or quasi-governmental agency, authority, or instrumentality will also refer to a regulatory body that succeeds to the functions of the agency, authority, or instrumentality.

27.6 “A or B” means “A or B or both.” “A, B, or C” means “one or more of A, B, and C.” The same construction applies to longer strings.

27.7 “Including” means “including, but not limited to.”