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Terms Of Use

1. INTRODUCTION

Videorix provides you access to its online marketplace at www.videorix.com ("Marketplace"), which allows Advertisers to compensate Publishers for inserting an image generated by Videorix into a video and distributing the video (the "Service") subject to your acceptance of and compliance with these terms of service (the "Terms of Service" or the "Agreement"). If you do not agree to the these Terms of Service, please do not use the Service. Each time you use the Service, the current version of the Terms of Service will apply. The Terms of Service will be available at all times at www.videorix.com.

In this Terms of Service, (i) "Advertiser" means collectively any person or entity who participates in the Service and deposits money into the Marketplace, and (ii) "Publisher" means collectively any person who participates in the Service and receives compensation for inserting an image generated by Videorix into a video and distributing the video. These Terms of Service shall apply to all transactions conducted through the Service. The term of the Agreement will commence on the date you enroll as a Publisher or Advertiser and will end when terminated by either party in accordance with the terms of the Agreement (the "Term").

1.1. OPPORTUNITIES

Participating Advertisers create and list opportunities ("Opportunities") in the Marketplace located on the Videorix site, which offer Publishers the chance to receive compensation from the Advertiser in exchange for inserting an image in a video and distributing the video on their channels which comply with the requirements set forth in the Opportunity. Each Opportunity listing contains a description of the desired blog post (herein referred to as the "Requirements") and the compensation to be paid by the Advertiser. The Advertisers are solely responsible for the content of their Opportunities listings and for the payment of any identified compensation to the Publishers.

1.2. REVIEWS & APPROVALS

While Videorix may assist in reviewing and identifying Publisher's videos that violate an Opportunity's Requirements and attempt to resolve disputes, Advertisers in their sole discretion shall determine whether a particular channel is entitled to the set compensation so long as the Advertiser observes the requirements of Sections 2.2 and 2.3 of this Agreement. Videos which do not comply with the requirements of the Opportunity will not be entitled to the compensation associated with such Opportunity.

2. ADVERTISER SPECIFIC TERMS

This Section 2 applies only to Advertisers participating in the Marketplace.

2.1. PAYMENTS

Advertiser agrees to pay Videorix all charges to Advertiser's account for the Service in accordance with these Terms of Service. If Videorix does not receive timely payment or if Advertiser exceeds prepayment hereunder: (i) Advertiser will incur a debit balance for the value of any unpaid charges incurred under your account, (ii) Advertiser agrees to pay all amounts due on your account upon demand, and (iii) Videorix reserves the right to either suspend or terminate an Advertiser's account with Videorix, including deletion of your Opportunities from the Services. Any fees for the Services which are charged to Advertiser account, as well as the initial deposit(s), are non-refundable. Advertiser agrees to submit any disputes regarding any charge to your account in writing to Videorix within thirty (30) days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge. If Advertiser fails to make payment as set forth herein, Advertiser will be responsible for all reasonable expenses (including attorneys' fees) incurred by Videorix in collecting such amounts. All prices are in United States dollars and do not include taxes that may be assessed by any jurisdiction. If withholding taxes or any other taxes are imposed by any jurisdiction on the transactions pursuant to this Agreement, Advertiser shall pay such taxes to ensure that Videorix receives the full amount invoiced to you without offset or deduction. Advertiser agrees to promptly (i) update all information to keep your account current, complete and accurate (such as a change in e-mail), (ii) notify Videorix in writing if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. Upon termination, suspension or discontinuation of the Service or Advertiser's participation therein, all outstanding payment obligations incurred by Advertiser under the Service will become immediately due and payable.

2.2. FEE FOR REMOVAL OF PUBLISHER'S VIDEO

An Advertiser can request that a Publisher's video in response to an Opportunity be removed from the Publisher's channel. For a fee, Videorix will assist Advertiser in requesting a Publisher to remove a video, however, Videorix cannot guarantee removal of the video.

2.3. FEE FOR MANUAL APPROVAL OF BLOGGER'S POSTS

In relation to Opportunities, Videorix reviews Publisher's posts for compliance with the criteria set forth in the Opportunity using both an automated system and a manual system. Videorix cannot guarantee an Advertiser that a Publisher's posts will be approved manually or through our automated system. If an Advertiser would like to ensure that a Publisher's post will be manually approved for compliance with the Opportunity criteria, such service is available for an additional fee.

2.4. VIDEO INFORMATION

Advertiser agrees that Videorix is not responsible for any aspect of Advertiser's content to be used by Videorix contracted Publishers. Advertiser represents, warrants and covenants that all information you provide or approve or that is provided on your behalf in connection with the Agreement and on your Website is, and will be updated to remain, current and accurate. You acknowledge that Videorix Publishers are independent third-parties and not directly controlled by Videorix. Advertiser specifically acknowledges and agrees that Videorix has no control over any Video that may be available or distributed on any channel (or otherwise), and that Advertiser is solely responsible (and assumes all liability and risk) for determining whether or not such Videos are appropriate or acceptable to you.

2.5. VIDEO DISPUTES

Advertiser agree that so long as a Publisher has met the requirements as outlined in your Opportunity you will not deny payment. Advertiser may not discriminate based on aesthetics, grammar, Channel layout, or the racial, physical, political, spiritual, age, gender or sexual orientation characteristics of the Publisher. Payment will be made to the Publisher unless the Publisher has violated the terms of this Agreement or the specific terms of your Opportunity as stated in writing.

3. PUBLISHER SPECIFIC TERMS

This Section 3 applies only to Publishers participating in the Marketplace.

3.1. FULFILLMENT OF COMPENSATION

Publisher acknowledges and agrees that the obligation to compensate Publisher for Opportunity-related videos resides with the Advertiser, not Videorix. Videorix merely facilitates such compensation on behalf of the Advertisers. Publisher waives any and all claims or rights of action against Videorix relating to the failure of an Advertiser to compensate Publisher in connection with an Opportunity-related video. In addition, Publisher acknowledges that Publisher is: (i) not an employee of Videorix, (ii) responsible for the payment of all taxes on compensation received from an Advertiser, (iii) responsible for any reporting requirements imposed by local government, and (iv) responsible for compliance with all other applicable laws and regulations.

3.2. CHANNEL ELIGIBILITY

In order to participate in the Videorix Marketplace, Publisher must register your channel(s) with Videorix and meet the minimum eligibility requirements. Videorix will not accept certain channels and Publishers as determined by Videorix in its sole discretion.
Public Channels Only. Videorix only accepts publicly available channels, and not private websites, message boards, e-mails, IM or other similar services.
English Only Channels. The channel and all videos relating to Videorix Opportunities must be in the English language or such other language as is identified in the particular Opportunity.
Original Channel Content. The channel must contain original editorial content. Channels that exist primarily for payment will not be accepted.
Minimum Channel Age. Channels must be live for a minimum of thirty (30) days, counted from the date of the channel's first video, with at least 3 (3) pre-existing videos published in the 30 days prior to registration with the Videorix Marketplace.
Chronological Archives. Channels must have a chronological archive to verify age. Categorical archives will not be accepted. You acknowledge and agree that Videorix may also verify compliance with these age and posting requirements via a third party spider.
Transfer of Channel. Transferring your channel to a new domain does not make the channel 'older than thirty (30) days.' Transferring a channel to a new owner does not make the channel 'older than thirty (30) days.'
Inappropriate Content. Channels submitted to the Marketplace may not include or support: excessive profanity, violence, or racial intolerance, illicit drugs or drug paraphernalia, pornography, adult or mature content, or any other content that promotes intolerance, illegal activity, or infringes on the legal rights of others.

3.3. POSTING REGULATIONS

If Publisher has a channel accepted into the Marketplace, Publisher must comply with the following Publishing Requirements:
Video length. Published videos must be at least 30-second-long. If your channel's videos are too short, Videorix may remove the channel.
Obstruction. Elements in the video must not obscure any portion of an Advertiser's sponsor ad image at any time during its display. The Advertiser's logo, the Advertiser's tagline, the sponsorship disclaimer, and the Videorix's message, must all be visible and readable.
No other ads. There are to be no other ads, or other detractors before, after, or during the Advertiser's sponsor ad image display, other than the ads served by the host in case of a Video-Sharing-Website-type Channel.
Manipulation of Sponsor Ad image. Any Videorix-provided Sponsor Ad image must be inserted directly into videos without modification. Videorix participants are not allowed to alter any portion of the Sponsor Ad image.
Holding. Repetitive attempts to 'hold' an Opportunity by submitting to the 'Take this Opportunity' screen but failing to provide a video to the requirements of the Advertiser in due time will result in immediate suspension of your account.
Inappropriate Content. Videos submitted to Marketplace Opportunities may not include or support: excessive profanity, violence or racial intolerance, illicit drugs or drug paraphernalia, pornography, adult or mature content, any other content that promotes intolerance, illegal activity, or infringes on the legal rights of others.

OTHER TERMS AND CONDITIONS

4. ADVERTISER AND PUBLISHER ELIGIBILITY

You must be eighteen (18) years or older to register as an Advertiser or Publisher in the Videorix Marketplace. By registering in the Videorix Marketplace, you are representing and warranting that all information you submit is truthful and accurate, and that you agree to maintain the accuracy of such information. You understand and agree that we will use the information you provide in accordance with the terms of the Videorix Privacy Policy ("Privacy Policy"), which is integrated into and included as part of these Terms of Service. Videorix accounts are not transferable, assignable or resalable under any circumstances.

5. PROTECTION OF MINORS

Children under the age of thirteen (13) may not be the target audience of Videorix Opportunities and Videorix strives to protect their privacy. For this reason, Advertisers are prohibited from posting any Opportunity that targets children. Videorix also reserves the right to remove any Publisher with a channel that is targeted toward children.

6. CONFIDENTIALITY

"Confidential Information" means any information disclosed to an Advertiser or Publisher by Videorix, either directly or indirectly, in writing, orally or by inspection of tangible objects, other than information that you can establish: (i) was publicly known and made generally available in the public domain prior to the time of disclosure to you by Videorix; (ii) becomes publicly known and made generally available after disclosure to you by Videorix other than through your action or inaction; or (iii) is in your possession, without confidentiality restrictions, prior to the time of disclosure by Videorix as shown by your files and records. Advertiser and/or Publisher shall not at any time (i) disclose, sell, license, transfer or otherwise make available to any person or entity any Confidential Information (except to your employees and agents who have a legitimate need to know such information and are bound in writing by confidentiality and non-use restrictions not less protective than those contained herein), or (ii) use, reproduce or copy any Confidential Information, except as necessary in connection with the purpose for which such Confidential Information is disclosed to you and in accordance with the Agreement. Advertiser and/or Publisher agrees to take all measures to protect the secrecy, and avoid disclosure and unauthorized use, of the Confidential Information. Advertiser and/or Publisher may disclose Confidential Information if required by law to disclose the Confidential Information, provided that you give Videorix prompt written notice of such requirement prior to such disclosure and assistance in obtaining an order protecting the information from public disclosure, and provided further that any such disclosure is limited to the minimum extent necessary to comply with the legal requirement. All Confidential Information shall remain Videorix's personal property and all documents, electronic media and other tangible items containing or relating to any Confidential Information shall be delivered to Videorix immediately upon Videorix's request, and also, upon termination of the Agreement. Nothing contained in the Agreement will prevent Videorix, its parent and/or affiliates from complying with privacy laws and regulations, and if there is any conflict between the Agreement and the terms of the applicable Videorix Privacy Policy (as posted on or linked from the Videorix Website), the Agreement shall control. Advertiser and Publisher may not issue any press release or other public statement regarding the Agreement, or Videorix without Videorix's prior written consent.

7. UNAUTHORIZED USE

Any attempt to utilize automated programs, bots, screen scraping, database calls, human initiated data collection or any other means of gathering data, content or other information for the purpose of reverse engineering our platform for commercial gain is strictly prohibited.

8. PROVISION OF SERVICES

Videorix is constantly innovating and changing its Service offering in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Videorix provides may change from time to time without prior notice to you. You acknowledge and agree that Videorix may stop (permanently or temporarily) providing the Services (or any features or functionality within the Services) to you or to users generally at Videorix's sole discretion, without prior notice to you. You and/or Videorix may terminate this Agreement and/or your participation in the Service at any time, for any reason or for no reason, and Videorix shall not have any liability regarding such decisions. Sections 2 through 16 of these Terms of Service shall survive any termination of the Agreement.

9. REPRESENTATIONS AND WARRANTIES

Publishers and Advertisers participating in the Marketplace each represent, warrant and covenant that (i) you have sufficient authority to enter into the Agreement; (ii) your use of Videorix's services is solely for lawful commercial and business purposes; (iii) you have the necessary rights to provide all information provided under the Agreement (including all content, data, Opportunities, titles, URLs and descriptions) for use as described in this Agreement, and that all such information and all claims, statements, products and services contained or referenced herein and in the Website or blog: (a) do not violate any law, statute, ordinance, treaty or regulation or Videorix policy or guideline; (b) do not infringe any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (c) do not breach any duty toward or rights of any person or entity including rights of publicity or privacy, and have not otherwise resulted in or are not likely to result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (d) are not false, deceptive or misleading; (e) are not defamatory, libelous, slanderous or threatening; (f) will be free of viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that may potentially damage, interfere with, intercept, or expropriate any system data or personal information; and (g) comply with the applicable Master Agreement (if applicable); and (iv) you will not engage or cause others to engage in any form of spamming or improper or malicious, as determined by Videorix, clicking, impression or marketing activities through the Service, and you will comply with all applicable laws including complying with all applicable laws such as the CAN-SPAM Act of 2003.

10. INDEMNIFICATION

Publishers and Advertisers participating in the Marketplace each agree to indemnify and hold harmless Videorix, its parent and affiliates and their officers, directors, licensors, partners, licensees, consultants, contractors, agents, attorneys, employees, third party service providers and third parties authorized by Videorix to make your listings, results, and/or Services available in connection with third party Websites, blogs, postings, content, applications and/or e-mails ("Third Party Products"), and their respective officers, directors, agents, affiliates, and employees (each, an "Videorix Entity" and collectively, the "Videorix Entities") from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees (collectively, "Claim(s)"), that actually or allegedly result from your information, use of the Service, any video publishings, your Website, or your breach of the Agreement. You agree to be solely responsible for defending any Claim against or suffered by Videorix and/or any Videorix Entity, subject to Videorix and/or the Videorix Entity's right to participate with counsel of its own choosing, and for payment of damages or losses resulting from all claims against Videorix, and/or any Videorix Entity provided that you will not agree to any settlement that imposes any obligation or liability on Videorix and/or an Videorix Entity without Videorix's prior express written consent.

11. WARRANTY DISCLAIMER

ADVERTISER AND PUBLISHERS EXPRESSLY AGREE THAT THE SERVICES ARE AVAILABLE ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AND THAT YOUR USE THEREOF IS AT YOUR OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VIDEORIX DISCLAIMS TO THE MAXIMUM EXTENT PERMITTED BY LAW ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY (i) WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (ii) WARRANTIES AGAINST INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS, (iii) WARRANTIES RELATING TO DELAYS, INTERRUPTIONS, ERRORS, OR OMISSIONS IN THE SERVICE OR VIDEORIX WEBSITE, OR ANY PART THEREOF, (iv) WARRANTIES RELATING TO THE TRANSMISSION OR DELIVERY OF THE SERVICE OR THE VIDEORIX WEBSITE, (v) WARRANTIES RELATING TO THE ACCURACY OR CORRECTNESS OF DATA, AND ANY OTHER WARRANTIES OTHERWISE RELATING TO PERFORMANCE, NONPERFORMANCE, OR OTHER ACTS OR OMISSIONS BY VIDEORIX. FURTHER, AND WITHOUT LIMITING THE GENERALITY OF ANY OF THE FOREGOING, THERE IS NO WARRANTY THAT THE SERVICE OR THE VIDEORIX WEBSITE WILL MEET YOUR NEEDS OR REQUIREMENTS OR THE NEEDS OR REQUIREMENTS OF ANY OTHER PERSON. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT VIDEORIX'S WARRANTY DOES NOT COVER TELECOMMUNICATIONS OR INTERNET OUTAGES CAUSED BY THIRD PARTIES OR OTHERWISE OUTSIDE OF VIDEORIX'S CONTROL. SERVICES MAY BE LIMITED BY MANY FACTORS, INCLUDING INHERENT RISKS OF THE INTERNET.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES OR IMPLIED WARRANTIES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, VIDEORIX'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

12. LIMITATION OF LIABILITY

ANY LIABILITY OF VIDEORIX TO AN ADVERTISER IN CONNECTION WITH THIS AGREEMENT, UNDER ANY CAUSE OF ACTION OR THEORY, SHALL BE STRICTLY LIMITED TO TWENTY-FIVE PERCENT (25%) OF THE AMOUNT PAID BY ADVERTISER TO VIDEORIX FOR THE SERVICES RELATED TO THE ADVERTISER'S MOST RECENT OPPORTUNITY (EXCLUDING AMOUNTS PAID BY ADVERTISERS TO PUBLISHERS). VIDEORIX SHALL NOT BE LIABLE TO PUBLISHERS FOR DAMAGES OF ANY KIND ARISING OUT OF PUBLISHER'S USE OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL VIDEORIX OR ANY VIDEORIX ENTITY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, ARISING OUT OF, OR IN CONNECTION WITH, THE AGREEMENT. ADVERTISER AGREES THAT ADVERTISER WILL NOT HOLD VIDEORIX RESPONSIBLE FOR THE SELECTION OR RETENTION OF, OR ANY ACTS, ERRORS, OR OMISSIONS BY, ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT, INCLUDING WITH RESPECT TO CLICKS BY ANY THIRD PARTY ON ADVERTISER'S LISTING(S) OF OPPORTUNITIES, REGARDLESS OF THE INTENT OF SUCH THIRD PARTY. THE FOREGOING LIMITATIONS APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF VIDEORIX OR ITS AFFILIATES OR ANY OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, VIDEORIX'S LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

13. NOTICES

Videorix may give general notices to you by posting on its Website, or by electronic mail to the e-mail address provided by you to Videorix. It is your responsibility to ensure that your e-mail address and any other contact information you provide to Videorix is updated, current and correct. All notices to Videorix shall be sent via recognized overnight courier or certified mail, return receipt requested, to: Videorix, 4109 Court Mackenzie, Laval, Quebec, H7W 3C9, Canada.

14. CHOICE OF LAW

Any dispute referring or relating to the Agreement or between the parties shall be governed by the laws of the Province of Quebec, without regard to its conflict of laws principles. You agree to submit to the exclusive jurisdiction of the provincial and federal courts located in Laval, Quebec. Any claim against Videorix arising from the Agreement shall be adjudicated on an individual basis, and shall not be consolidated in any proceeding with any claim or controversy of any other party.

15. ELECTRONIC SIGNATURES EFFECTIVE

(i) The Agreement is an electronic contract that sets out the legally binding terms of your use of the Videorix Service. You indicate your acceptance of the Agreement and all of the terms and conditions contained or referenced in this Agreement by clicking on the "I Accept" button in connection with your enrollment. This action creates an electronic signature that has the same legal force and effect as a handwritten signature. By clicking on the "I Accept" button, you accept the Agreement and agree to the terms, conditions and notices contained or referenced herein. When you click on the "I Accept" button during enrollment, you also consent to have the Agreement provided to you in electronic form. (ii) Please print a copy of the Agreement for your records. To retain an electronic copy of the Agreement, you may save it into any word processing program.

16. MISCELLANEOUS

The Agreement constitutes the entire agreement and understanding between the parties regarding the subject matter contained herein and supersedes all previous and contemporaneous agreements, proposals and communications in all forms of media (including all instructions, advertisements, messages and policies), written and oral, between you and Videorix regarding the subject matter contained herein. Only a written instrument executed by the party waiving compliance may waive the terms or covenants of the Agreement. No waiver by either party of a breach of any provision hereof shall be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself. If any provision of the Agreement is held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of the Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties to the Agreement and has like economic effect. Videorix shall have no liability under the Agreement by reason of any failure or delay in the performance of its obligations on account of strikes, shortages, riots, acts of terrorism, insurrection, fires, flood, storm, explosions, earthquakes, Internet outages, computer virus, Acts of God, war, governmental action, or any other cause that is beyond its reasonable control. The parties are independent contractors and nothing in the Agreement shall be construed to create, evidence, or imply any agency, employment, partnership, or joint venture between the parties. Neither Advertisers or Publishers are employees of Videorix. Neither Videorix, Advertiser or Publisher shall have any right, power, or authority to create any obligation or responsibility on behalf of the other. The Agreement is not intended to benefit, nor shall it be deemed to give rise to any rights in, any third party. You may not assign or transfer the Agreement, or sublicense, assign or delegate any right or duty under the Agreement without Videorix's prior written consent. Any assignment, transfer or attempted assignment or transfer in violation of this Section shall be void and of no force and effect. Videorix and its subsequent assignees may assign the Agreement, in whole or in part, or any of its rights or delegate any of its duties, under the Agreement to any party. Any rights not expressly granted in the Agreement are reserved by Videorix, and all implied licenses are disclaimed. Headings used in the Agreement are for reference purposes only and in no way affect the Agreement. The term "including" is a term of enlargement meaning "including without limitation," and does not denote exclusivity. Videorix may change the Agreement and/or the Privacy Policy at any time upon notice published on its Website. Any use by you, your Affiliates, agents, representatives, employees, or any person or entity acting on your behalf, of the Service after such notice shall be deemed to be continued acceptance by you of the Agreement and Privacy Policy, including any amendments and modifications thereto. All information or material in connection with a Service must be submitted in the form requested by Videorix. Videorix reserves the right to discontinue offering, and/or modify the Services at any time. Except as otherwise specified by Videorix, you agree that you will direct all communications relating to the Service or your participation therein directly to Videorix and not to any other entity. The organization, specifications, structure or appearance of any Videorix property or any page where your information (including listings) may be displayed may be redesigned or modified at any time.