Last Updated May 3, 2022
This Advertisers Terms of Service Agreement (“Terms”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“You” or “Advertiser”), and Brane Pte. Ltd., a limited liability company incorporated under the laws of the Republic of Singapore with registration number 201812942G, having its office located at 68 Circular Road #02-01, Singapore (049422), email [email protected]
("we", "us", “our”, or "Operator"). The Terms govern your access to and use of the (viedy.com
) website as well as any related services provided by the Operator (collectively, “Services” or “Site”).PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SITE. By using our Services as an Advertiser, you represent and warrant that you have read, understood, and agree to be bound by these Terms. If you do not agree with all these Terms, then you are expressly prohibited from access to the Site or the use of our Services.
The Advertiser is a person (individual or a person using the Services on behalf of a business or other legal entity) (“Person”) who may request collaboration campaigns with influencers on TikTok, Instagram, and other social networking services through the Site according to the requirements described below in these Terms.
If you are accessing or using the Services on behalf of a business or other legal entity (“Business”), (i) you represent that you are authorized to enter into, and bind the Business to these Terms and register for the Services (and you will provide us with all the documents we may ask for to confirm your authority); and (ii) the Business is legally and financially responsible for your access to and use of the Services, as well as for the use of the Services by others affiliated with you, including any employees, agents or contractors.
SECTION 15 ALSO INCLUDES YOUR WAIVER TO CONSOLIDATED OR CLASS ACTIONS AND YOUR AGREEMENT TO RESOLVE DISPUTES THROUGH BINDING ARBITRATION INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED PRIOR TO THE “LAST UPDATED” DATE AT THE TOP OF THESE TERMS. PLEASE READ IT CAREFULLY AND ONLY CONSENT TO THESE TERMS IF YOU UNDERSTAND AND AGREE TO THIS PROVISION.1. Definitions.
means an action specified by Parties and performed by the users (e.g. sale, click, installation, form submission, registration, newsletter sign up, etc.).
means an advertising campaign.
1.3. Advertising Materials
mean a static or animated, graphic, or text-graphic block of information materials, placed on advertising sites for advertising purposes.
1.4. Alternative Content
means any alternative creative content provided or created by Operator for the Advertiser's AC including but not limited to content based on Advertising Materials.
1.5. Attribution window
means a period of every 30 days commencing on the day of starting the AC when Operator can claim that a user performed an Action.
1.6. A Business Model
means a model according to which a remuneration fee is determined for Operator including CPA or Fixed Commission. If the Parties agree to use another Business Model, the Parties specify it by email.
means "cost per action", an online advertising pricing model where the Advertiser pays for an Action (a sale, click, installation, form submission, registration, newsletter sign up, etc.) specified by Parties and performed by the users.
1.8. Final Materials
mean the Advertising Materials and/or the Alternative Content used by the Operator in the AC.
1.9. Fixed Commission
means a pricing model where Advertiser pays an agreed percentage of the Budget amount spent on Services or fixed remuneration as a fee to the Operator.2. Overview.
Operator Services enable Advertisers to obtain integration campaigns with influencers (“Creators”) on TikTok, Instagram, and other social networking services in exchange for payments from Advertisers to Operator.
In order to use the Site, you must register. By registering, you agree to provide true, accurate, current, and complete information about yourself as prompted by our registration form, as well as any other information reasonably requested by us (collectively, “Registration Data”), and maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If you do not do so or we reasonably believe that you have not done so, we have the right to suspend or terminate your Site account and your access to the Site, with or without notice, effective immediately. You agree not to create a Site account using a false identity or providing false information, on behalf of another person (except as outlined below for a parent or legal guardian and Business), or if you (and your parent or legal guardian, or Business, if applicable) have previously been removed or banned from the Site. You are responsible for maintaining the confidentiality of your Site account information, including your username and password. You are responsible for all activities that occur on or in connection with your Site account and you agree to notify us immediately of any unauthorized access or use of your Site account. You acknowledge and agree that we are not responsible or liable for any damages, losses, costs, expenses, or liabilities related to any unauthorized access to or use of your Site account.
2.1. Individual Advertisers aged 18 or older: Individual Advertisers who are at least 18 years old may register directly. By registering, you represent and warrant that: (A) you are at least 18 years old; (B) you are of legal age to form a binding contract; (C) you are not barred from using the Site under the laws of your place of residence or any other applicable jurisdiction; (D) you are responsible for complying with all applicable laws and regulations relating to Advertiser's participation on the Site and will fully indemnify the Operator Parties (defined below) for any failure to do so.
2.2. A parent or Legal Guardian of Advertisers, under age 18: Advertisers who are under 18 years old, may register only through a parent or legal guardian who, by registering, represents and warrants that: (A) he or she is the parent or legal guardian of the Advertiser and agrees to these Terms; (B) neither the parent nor legal guardian nor the Advertiser is barred from using the Site under the laws of the place of residence of the parent, legal guardian, or Advertiser, or any other applicable jurisdiction; and (C) he or she is responsible for complying with all applicable laws and regulations relating to Advertiser’s participation on the Site and will fully indemnify the Operator Parties (as defined in section 14.1 below) for any failure to do so.
2.3. Business: A management company, manager, agency, agent, publicist, or other individual or organization may register as Advertiser. By registering, Business represents and warrants for itself and each Advertiser that: (A) Business is the authorized representative of Advertiser (with providing us with all the documents we may ask for to confirm your authority, e.g., power of attorney) (and, if Advertiser is below the age of 18, he/she is registering with any consent required of the Advertiser’s parent or legal guardian as outlined in sections 2.2; (B) neither Business nor Advertiser is barred from using the Site under the laws of the place of residence of the Business or any Advertiser, or any other applicable jurisdiction; and (C) Business is responsible for complying with all applicable laws and regulations relating to Advertiser’s participation on the Site under these Terms and will fully indemnify the Operator Parties for any failure to do so.
The representative of Business shall register an account only using the Business email address, otherwise, we may suspend or terminate your access to the Site and delete the account you created on behalf of Business.3. How it works:
3.1. First, a Person should register on the Site to become an Advertiser. Registration is free.
3.2. During the process of registration, Person must provide us with all the necessary Registration Data that is requested in the registration form.
3.3. Person must provide us access to their ads accounts.
3.4. These Terms are considered accepted, and the agreement (“Agreement”) concluded once the person finished registration on the Site and the access to accounts is provided to Operator.
3.5. Once Agreement is concluded, Advertiser must top up their account balance
to activate the possibility to make requests. To top up the balance Advertiser needs to push the "Top up balance" button in their account and enter the amount Advertiser is planning to pay. After that Advertiser will receive an invoice from Operator. Advertiser should pay the invoice. Once the money is received by Operator the amount will be accrued to the Advertisers account. If the "Top up balance" button is not active, you can request an invoice by email at [email protected]
3.6. Through the site, Advertiser can create requests for collaboration campaigns with Сreators.
3.7. Advertiser can choose a campaign plan according to the offer presented on the Site or any other way offered by Operator to the Advertiser. Viedy’s collaboration campaign services for advertisers are paid on an agreed model basis (negotiated by email). Parties stipulate terms and conditions of the AC, Actions needed (e.g., sale, click, installation, form submission, registration, newsletter sign up, etc.), traffic monitoring tools and software (e.g, Appsflyer, Adjust), flights (stages of an advertising campaign), content, and advertising materials, attribution windows and any other terms and conditions by email.
3.8. Creator is solely responsible for the removal of any content created and posted by Creator in accordance with agreed AC from their social media accounts earlier than it is set in the Terms of Service for Creators.
3.9. Operator reserves the right (but is under no obligation) to cancel your request if: (i) your payment method is declined; or (ii) you have previously been banned or removed from the Site for any reason.
4. Content & Advertising Materials
4.1. Operator shall use Advertising Materials provided by Advertiser. Operator shall not alter, edit, or supplement any Advertising Materials in any way without the prior written approval of Advertiser, prior to rendering Services. Likewise, the Alternative Content must be approved in writing by Advertiser prior to the Operator’s rendering Services using such Alternative Content.
4.2. Advertiser may send a list of restrictions on content to Operator. If Advertiser rejects Alternative Content created by Operator in the moderation process, Advertiser shall specify what restriction from the list has been violated or another reason for rejection; however, provided that in the latter case Advertiser shall pay works for the creation, production of this Alternative Content ar rates specified by Operator.
4.3. Advertiser may at any time decide to withdraw a particular Advertising Material from publication and/or replace it with any other Advertising Materials at their sole discretion provided that the other Advertising Materials do not contradict the requirements of the applicable laws. Advertiser shall notify Operator in advance via email about the decision made towards the Advertising Materials and Operator shall withdraw and/or replace the Advertising Materials as instructed by Advertiser within the time frame as indicated in the Advertiser’s email but in no event later than twenty-four (24) hours from the receipt of such email from Advertiser. In case of withdrawal of a particular Advertising Material without replacing it, Advertiser shall pay Operator lost profits in the amount of 1,000 USD within five (5) business days. Upon the withdrawal of the Advertising Materials, Operator shall have no right to use such Advertising Materials in the course of performance of the Services.
4.4. Alternative Content may be created and/or provided by Operator and approved by Advertiser. If Advertiser fails to approve the Alternative Content within two (2) Business Days of the date when Advertising Materials were provided to the Advertiser for approval, the Alternative Content shall be considered to be approved by the Advertiser and can be used by Operator in the Final Materials. Advertiser is entitled to require the replacement of Alternative Content via email at any time before the approval of Final Materials.
4.5. Advertiser shall approve Final Materials via email starting of carrying out the AC. If the Advertiser does not approve the Final Materials within two (2) Business days of the date the Advertising Materials are being sent to the Advertiser for approval, the Final Materials shall be considered to be approved by the Advertiser and can be used by Operator in AC. After approval of the Final Materials, the Advertiser is responsible for the compliance of materials used in the AC.
4.6. All the promo codes and reference links shall be active in the course of the AC. In case of Advertiser’s failure, (a) Advertiser shall effect payments to Operator not in the amount calculated in accordance with section 5.5. but in the amount specified by Operator on its own, or (b) upon request of Operator, Advertiser shall pay liquidated damages in the amount, specified by Parties, but in any case not less than 1,000 USD for each inactive promo code or referral link.
4.7. Operator has all rights, title, and interest in all the advertising materials created by Operator and used in an advertising campaign. In no event, Advertiser may use them without prior permission of Operatior for any other purposes not related to Viedy Services.5. Fees and Payments
5.1. A remuneration fee for Viedy Services or other offerings is specified on the Site when you make your request. You agree to pay all amounts due in accordance with the payment terms in effect when you submit your request or purchase merchandise, including any applicable service, transaction, or processing fees.
5.2. All transactions are in U.S. dollars ("USD") unless otherwise specified at the point of purchase.
5.3. You may not return or exchange Viedy Services and receive any refunds except for those mentioned in section 5.7.
5.4. Operator also reserves the right at any time to change its fees and payment procedures, including its payment options and terms, either immediately upon posting on the Site or by other notice to you.
5.5. If applicable, the remuneration fee of Operator is calculated based upon the data/statistics received from the agreed traffic monitoring tools and software (e.g, Appsflyer, Adjust). Parties agree that the number of Actions for the billing period cannot be downgraded later whatever the cause (e.g, technical error). However, the number of actions may be increased in the course of the Parties' review which shall be held within 15 (fifteen) calendar days of the month following the billing period, otherwise, the information from Operator on the number of Actions performed in the billing period shall be considered final and approved by both Parties for fee calculation. The billing period means a calendar month commencing on the 1st day and lasting 30 or 31 days (or 28 days in February).
5.6. Payments shall be paid within thirty (30) calendar days (“NET 30”) of the date when the data/statistics on the number of Actions shall be deemed final in accordance with section 5.5. Advertiser shall effect the payment using the bank details specified herein or in an invoice raised by Operator. For the avoidance of doubt, Operator may (but is not obliged) issue an invoice to Advertiser.
However, the Site may allow other methods of payment, e.g., the cost of the amount of the requested campaign may be reserved on the Advertiser account balance once the request is created by Advertiser. In this case, the reserved amount (adjusted based on factual data according to the agreed Business Model) is debited from the Advertiser account balance to Operator once the AC is finished. If such methods of payment are available on the Site, Advertiser could use them unless otherwise established by Operator.
5.7. Advertiser may request to refund the unreserved and unused amount from its account balance only if this option is available on the Site. To create such a request Advertiser should push the "Refund available balance" button or send a request to [email protected]
. Refunds will be made on the closest payment day (“Payment Day”), i.e. the closest Wednesday coming up (for all payment requests registered up to Tuesday evening. Requests registered on Wednesday will be paid next Wednesday).
5.8. Each Party is responsible for its tax duties and bank commissions. All Advertiser's taxes imposed on the consideration payable and bank commissions shall not reduce the amount of fees payable by Advertiser to Operator.
5.9. The Parties have agreed to consider an allowance of 10% targeting inaccuracy. If the number of Actions performed by the users which do not fall into targeting exceeds 10% of the total number of Actions, Advertiser reserves the right not to pay for the Actions which exceed the allowed 10% deviation.
5.10. In case of delay of any payment or information about data/statistics of the Third-Party Advertisers, Operator is entitled to impose a late charge of one-tenth percent (0.1%) interest for each calendar day of delay on all amounts due. The Parties agree that this late charge payment or prepayment shall be considered as liquidated damages and not as a penalty.
5.11. If Advertiser violates the payment terms of the Agreement, Operator has the right to suspend the provision of Services until the balance is paid off in full. Operator shall provide a written notice sent to the Advertiser via email(s) prior to the suspension of Services.6. Representations, Warranties, and Acknowledgments
6.1. You represent and warrant that:
6.1.1. any information provided in your requests is factually correct and not misleading and is not disparaging or defamatory;
6.1.2. you and the Business will comply with all applicable laws, rules, and regulations, which may require adding an appropriate hashtag (e.g. #ad, #sponsored) or other disclosure to the Viedy Sevices;
6.1.3. you have all rights necessary (including from the Business) to request Viedy Services on behalf of the Business, to agree to these Terms on behalf of the Business, and to request and use the Viedy Services as authorized in these Terms, including all rights necessary to use any information, Business name, trademark, trade name, trade dress, or logos provided in connection with your Submission.
6.1.4. You have obtained all rights, clearances, and permissions required for the use and distribution of the Advertising Materials as permitted herein and for paying the cost of any fees, royalties, commissions, and all other payments and charges. Such required clearances and permission include, without limitation, rights of copyrights, rights of personality, trademarks, music, video, patents, and all obligations, if any, to any actors, musicians, artists, professionals, performers, or any union or guild.
6.1.5. Advertising Materials and approved Final Materials are in compliance with all laws applicable, and the use of the said materials in connection with the Agreement will not violate the rights of any third parties.
6.2. You acknowledge and agree that:
6.2.1. you have no expectation of privacy with respect to any Viedy Services requested by you or any Submission (defined below) you make, and you will not make any request or Submission that infringes on the privacy or other rights of a third party;
6.2.2. the Viedy watermark on each Viedy content must remain intact and you agree not to edit, change, modify, cover, or remove the watermark from any Viedy content or assist or encourage any third party to do so; you further agree not to edit, change, modify, or create any derivative work of a Viedy content or assist or encourage any third party to do so;
6.2.3. if you breach any provisions of these Terms, we terminate your access to the Site, or we remove or ban you (or any Site account you created or control), your license to use any Viedy Service, or another offering under these Terms terminates and you must: promptly remove all copies of any Viedy Service, or another offering in your possession or control, including from any social media platform; notify any recipient of the termination and instruct them to do the same, and take any other action we reasonably request, including identifying each recipient.
6.2.4. Operator may choose any methods to promote Creator’s publications and content created by Creators to achieve results set by Parties.
6.2.5. Operator shall be responsible for performing the following in a reasonable and timely manner:
a) Coordination of any decision-making with parties other than Operator;
b) Providing a technical solution allowing to Operator to take into account all necessary users and set their numbers. In this regard, Advertiser may not reduce the number of Actions and amount of the fee.
c) Provision of Advertising Materials in a form suitable for reproduction or incorporation into the Services without further preparation, if the preparation is not included in the Services.
d) Furnish Operator with all information and documents reasonably required by Operator to provide Services.7. Ownership
7.1. All Intellectual Property Rights on content created by a Creator during (and in accordance with) the AC is the exclusive property of such a Creator, and Advertiser cannot use this content in any other way except for agreed integration. In case of a breach, Advertiser will pay a fine up to the amount of twenty thousand (20,000) USD for each case of a breach.
. By accepting these Terms you expressly agree that you are expressly prohibited to, and are prohibited to allow any third party to, perform any of the following actions, and any actions similar in nature or intent thereto, and that performance of any such actions shall constitute a material breach of these Terms:
7.2.1. copy, replicate, distribute, modify, remake, republish, download, post, display, perform, add to, abridge, compile, adapt, translate, derive source code from, disassemble, decompile, reverse-engineer, or create derivative works based on the Service or any part or portion thereof, update, broadcast, make available to the general public, or otherwise transmit, disseminate or use in any similar way or manner whatsoever the Service, any of its functionality, or any of the Service’s contents;
7.2.2. sell, license, grant on a royalty-free basis, or transfer access to the Service or your account within the Service;
7.2.3. develop, distribute or host any service or website that is based on, or is confusingly similar to, the Service;
7.2.4. remove, obscure, or alter any copyright, trademark, or other proprietary notice appearing in any part of the Service's contents;
7.2.5. perform any other actions that may infringe or put under threat of infringement intellectual property rights of the Operator, its licensors, or third parties with respect to the Service.
7.3. You hereby grant to Operator Parties a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised (including social media platforms), to use, reproduce, license, distribute, modify, adapt, reformat, publicly perform, publicly display, and create derivative works (for example, translations, adaptations, compilations, excerpts, or modifications) of, and otherwise use the following for the purposes of operating and providing the Site, developing and improving our products and services, and advertising, marketing, and promoting the Site and our products and services: (i) any request (video, text, or otherwise) that you make or send through the Site, including information concerning any Recipient; and (ii) any submission that you make to Operator, whether through the Site, a social media platform, third party website, or otherwise, including a reaction video, idea, intellectual property, publicity rights, Feedback (defined below), review, photo, video, email, text, post, or other communication, whether relating to you, or a third party (i) and (ii) each, individually, and collectively, a “Submission”). You represent and warrant that you either: (x) own all rights to any Submission; or (y) have all rights necessary, including with respect to any third party that contributed to, is included in, or is referred to, in any Submission, to grant to us the foregoing rights. You will not make any Submission that is confidential or proprietary or that contains or includes any information that you do not have the right to disclose or that you or any Recipient do not wish to be disclosed. Operator Parties will not be responsible or liable for any use or disclosure of a Submission, including any personal information belonging to you, a Recipient, or a third party.
7.4. We may, for any reason, refuse to accept or transmit a Submission or refuse to remove a Submission from the Site. Further, we reserve the right to decide whether a Submission violates these Terms and may, at any time, without notice to you and in our sole discretion, remove your Submission, terminate your access to the Site, remove or ban you (and any Site account you created or control), or take other appropriate action in our sole discretion for violation of these Terms.
7.5. Operator desires to avoid the possibility of future misunderstandings if a project developed by any Operator Party (as defined below) may seem similar to your Submission. If your Submission consists of any idea, suggestion, proposal, plan, or other material related to our business (individually, and collectively, “Feedback”), you acknowledge and agree that you are submitting that Feedback at your own risk and that Operator has no obligation (including no obligation of confidentiality or privacy) with respect to that Feedback, and you grant to Operator Parties a non-exclusive, royalty-free, fully paid, unlimited, universal, sublicensable (through multiple tiers of sublicenses), perpetual, and irrevocable license, in any and all manner and media, whether now known or hereinafter invented or devised, to reproduce, license, distribute, modify, adapt, publicly perform, publicly display, create derivative works of (for example, translations, adaptations, or other changes), and otherwise use and exploit in any manner (including commercially), any and all Feedback.
7.6. You hereby waive any and all moral rights or “droit moral” that you may have in any Submission, including Feedback, and you represent and warrant that no third party has any moral, “droit moral,” or other rights in Submission, including Feedback.8. Third-Party Content and Interactions
8.1. The Site may contain features and functionalities that link to or provide you with access to third party content, that is completely independent of Operator, including Viedy Services, websites, platforms, directories, servers, networks, systems, information, databases, applications, software, programs, products or services, and the Internet in general. Your interactions with third parties, including Advertisers, on or through the Site, are solely between you and the third party; however, Operator may, in its sole discretion, intercede and you will reasonably cooperate with Operator if it does so. You acknowledge and agree that Operator will not be responsible for any damages, losses, costs, expenses, or liabilities incurred as the result of such interactions, including any requests or submissions from Advertisers. You agree to contact Advertisers about matters relating to the Site only through the Site. You hereby release each Operator Party (defined below) from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such interactions or the Site.9. Confidentiality.
9.1. "Confidential Information" means any business and technical information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party") that is identified as confidential or proprietary, or which should reasonably be understood to be confidential or proprietary. In this case, Receiving Party is the Advertiser. And Disclosing party is Operator, Operator Parties, and Creators. Confidential Information does not include information which Receiving Party can show (a) is or has become publicly available without its breach of this Agreement; (b) was in its possession prior to disclosure, (c) was provided by a third party having a lawful right to make the disclosure; or (d) is required to be disclosed by law or court order ("Order"), provided the Receiving Party provides prompt written notice of the requirement and cooperates with Disclosing Party as reasonably necessary to limit or eliminate such requirement, if and to the extent permitted by such Order. Receiving Party will not use the Confidential Information of the Disclosing Party except for the performance of its obligations under this Agreement.
9.2. Operator shall be entitled to charge Advertiser a fine up to the amount of twenty thousand (20,000) USD for each case of a breach of section 9.1.10. Links
11.1. You acknowledge and agree we may change or discontinue any aspect of the Site at any time, without notice to you.12. Termination and Reservation of Rights
12.1. You may cancel your Site account at any time by contacting a member of the Viedy team at [email protected]
. Following such a request, the Operator shall close your account as soon as reasonably practicable.
12.2. Any suspension, cancellation, or termination of your account shall not affect your obligations under these Terms which by their nature are intended to survive such suspension, cancellation, or termination.
12.3. We reserve the right to terminate access to the Site to any person, including you, at any time, with or without the cause, at our sole discretion.
12.4. Advertiser may terminate or suspend the AC but only after a flight is in progress is finished. Advertiser shall send a twenty-four (24) hour cancellation notice to the other Party via email. The Advertising Services specified in the cancellation notice shall be considered to be canceled within twenty-four (24) hours from the moment of receipt of such cancellation notice from the terminating Party (the "Termination Date"). Operator shall be entitled to the fee for actually performed Services under this Agreement attributable to the Advertising Services actually performed as of the Termination Date. Operator will send Advertiser a final invoice within thirty (30) calendar days after the Termination Date, and Advertiser will undertake payment within fifteen (15) calendar days thereafter. The Advertising Services performed after the Termination Date shall not be payable by Advertiser. If Advertiser has prepaid, in the event of termination of the Advertising Services, Operator shall return to Advertiser the amount of prepayment reduced by the amount of that accounts for the respective Advertising Services actually performed by Operator as of the Termination Date. Such return shall be performed by Operator within thirty (30) calendar days of the Termination Date.
12.5. Operator may suspend or terminate the provision of Services at any time with written notice to Advertiser, if Advertiser violates any terms and conditions of this Agreement, with not being liable for any damages, losses, lost profits that occur or may occur due to such suspension or termination.13. Disclaimers and Limitations on our Liability
13.1. You acknowledge and agree that your use of the Site is at your own risk and that the Site is provided on an "as is" and "as available" basis. To the extent permitted by applicable law, the Operator Parties disclaim all warranties, conditions, and representations of any kind, whether express, implied, statutory, or otherwise, including those related to merchantability, fitness for a particular purpose, non-infringement, and arising out of a course of dealing or usage of trade.
13.2. In particular, the Operator Parties make no representations or warranties about the accuracy or completeness of the content available on or through the Site or the content of any social media platform or third party website linked to or integrated with the Site. You acknowledge and agree that the Operator Parties will have no liability for any: (i) errors, mistakes, or inaccuracies of content; (ii) personal injury, property damage, or other harm resulting from your access to or use of the Site; (iii) any unauthorized access to or use of our servers, any personal information, or user data; (iv) any interruption of transmission to or from the Site; (v) any bugs, viruses, trojan horses, or the like that may be transmitted on or through the Site; or (vi) any damages, losses, costs, expenses, or liabilities of any kind incurred as a result of any content or the use of any content posted or shared through the Site.
13.3. You acknowledge and agree that any material or information downloaded or otherwise obtained through the Site, including an Advertiser request, is done at your own risk and that you will be solely responsible for any damages, losses, costs, expenses, or liabilities arising from or in connection with doing so. No advice or information, whether oral or written, obtained by you from us or through the Site, including through Viedy Services, will create any warranty not expressly made by us.
13.4. You acknowledge and agree that when using the Site, you will be exposed to content from a variety of sources, and that Operator is not responsible for the accuracy, usefulness, safety, legality, or intellectual property rights of or relating to any such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, objectionable, or harassing, and you agree to waive, and do hereby waive, any legal or equitable rights or remedies you have or may have against any Operator Party with respect thereto.
13.5. From time to time, the Services may be unavailable for periods of time due to maintenance and/or modifications to the Site. We will endeavor to keep maintenance downtime as brief as possible. However, we cannot guarantee that the Services will be available to you, and we will not be liable to you for any losses or damages, pecuniary or non-pecuniary, resulting from the interruption of your use of the Services.
13.6. To the fullest extent permitted by applicable law, you acknowledge and agree that in no event will any Operator Party be liable to you or any third party for any indirect, special, incidental, punitive, or consequential damages (including for loss of profits, revenue, or data) or for the cost of obtaining substitute products, arising out of or in connection with these Terms, however, caused, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Operator has been advised of the possibility of such damages.
13.7. Operator assumes no liability for any acts or omissions of any Creator, Creator's failure to provide the services to the Advertiser, or Advertiser's failure to pay amounts owed to a Creator; and the Creator acknowledges that Operator's obligation to pay the Creator is subject to and conditional upon Operator's actual receipt of payment from the Advertiser.
13.8. Certain jurisdictions do not allow the exclusion or limitation of certain damages. If those laws apply to you, some or all of the above exclusions or limitations may not apply to you, and you might have additional rights.14. Indemnification
14.1. You agree to indemnify, defend, and hold harmless Operator and its parents, subsidiaries, affiliates, officers, employees, directors, shareholders, agents, partners, vendors, and licensors (each, an "Operator Party," and collectively, "Operator Parties") from and against any and all claims, costs, proceedings, demands, losses, damages, and expenses (including reasonable attorneys' fees and costs) of any kind or nature arising from, out of, in connection with, or relating to (a) these Terms; or (b) use of the Site. Operator may select counsel for and control the defense of any claim that you are indemnifying. You will reasonably cooperate with us in connection with any claim.
14.2. You agree that the limitations of damages set forth above are fundamental elements of the basis of the bargain between Operator and you.15. Arbitration Agreement and Waiver of Certain Rights
15.1. You agree to first attempt to resolve disputes with us in good faith and in a timely manner. Where no resolution can be found, you agree that any dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of the Services will be settled by final and binding arbitration. Judgment on the arbitration award may be entered in any court that has jurisdiction. Any arbitration under these Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Terms, you and Operator are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and Operator will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator.
15.2. Any disputes, differences, or claims arising out of or in connection with this Terms, which concerns it or an infringement of it, existence, termination, or invalidity, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of the Singapore International Arbitration Centre ("SIAC Rules") for the time being in force, which rules are deemed to be incorporated by reference in this section. The seat of the arbitration shall be Singapore. The Tribunal shall consist of one arbitrator. The arbitration shall be held, and the award rendered, in English.
15.3. This section 15 limits certain rights, including the right to maintain certain court actions, the right to a jury trial, the right to participate in any form of class or representative claim, the right to engage in discovery except as provided in arbitration rules, and the right to certain remedies and forms of relief. In addition, other rights that you or Operator would have in court may not be available in arbitration.16. Other Provisions
16.1. Notices: Any notices under the Agreement shall be sent to the addresses or by email outlined in the Agreement (as for Operator, the Operator's email domain name is [email protected]
). Advertiser shall use email address specified when it registered an account, unless Parties agree otherwise. All the documents and information provided under or in connection hereof shall be deemed valid and legally binding. Email addresses and telephone numbers of the contact point of the Advertiser shall be delivered to Operator Party. In case of a change of the contact point, the Advertiser shall immediately inform Operator Party.
16.2. Non-solicitation: Without prior consent of Operator, Advertiser shall not engage directly or indirectly Creators engaged by Operator for advertising campaigns of Advertiser within the term of this Agreement and 3 (three) years after termination hereof. In case of a breach, such breach will be considered a material breach upon which Operator may terminate this Agreement and Advertiser shall pay liquidated damages in the amount specified by Parties. Operator may allow Advertiser to work directly with Creators only upon payment to Operator in the amount specified by Operator.
If Advertiser had already worked with a Creator (before entering into this Agreement with Operator) which was engaged later by Operator for any advertising campaign of Advertiser, Advertiser shall provide Operator a documented proof of such a collaboration. In this case, no payment to Operator mentioned above shall be effected by Advertiser.
16.3. Force Majeure: Under no circumstances will any Operator Party be liable for any delay or failure in performance due in whole or in part to any acts of God (such as earthquakes, storms, floods, etc.), unavoidable accidents, laws, rules, regulations or orders of government authorities, acts of war (declared or not), terrorism, hostilities, blockades, civil disturbances, embargoes, strikes, or any other event or cause beyond the reasonable control of any Operator Party.
16.4. Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision will be deemed appropriately modified to give effect to the intent of the provision or, if modification is not possible, will be severed from these Terms and will not affect the enforceability of any other provision.
16.5. No Waiver or Amendment: The failure by Operator to enforce any right or provision of these Terms will not prevent Operator from enforcing such right or provision in the future and will not be deemed to modify these Terms.
16.6. Assignment: Operator may, at any time, assign its rights and obligations under these Terms, including to an affiliated entity or in connection with a sale of assets, merger, acquisition, reorganization, bankruptcy, other transaction, or by operation of law.
16.7. Miscellaneous: The term “including” in these Terms will be interpreted broadly and will mean “including, without limitation.” Titles are for convenience only and will not be considered when interpreting these Terms.
18. Changes to these Terms
18.1. We may change these Terms. If we do, we will post the revised Terms on the Site and update the "Last Updated" date at the top of these Terms. The revised Terms will be effective immediately if you accept them (for example, by agreeing when you create an account or log in to an existing account or using or continuing to use the Site after the revised Terms have been posted); otherwise, they will be effective 30 days after posting.
18.2. Any deviations and/or amendments to this Agreement shall only become part of this Agreement if they have been expressly acknowledged by Operator in writing (email is sufficient).
18.3. The latest version of these Terms is always available at viedy.com/terms