- 1.1. "AddOn": A subset of Software (defined below), and means any one (1) of the additional software features offered by Vidict that compliments the Software.
- 1.2. "Channel": One (1) unique media stream for input into one (1) unique Instance of the Software.
- 1.3. "Concurrent Connections": Means the total number of simultaneous connections to the Software.
- 1.4. "Content": Any video, audio, data, and other input to or output from the Software.
- 1.5. "Instance": One unique installation of the Software on a Server.
- 1.6. "License Key": Alphanumeric code or similar installation, access, or usage control code issued to you by Vidict to activate and use one (1) or more Instances of the Software on one (1) or more single Servers, depending on your specific Vidict license type.
- 1.7. "Offline License Key": A type of License Key that is not required to "call into" and connect with Vidict licensing servers. Offline License Keys include License Keys tied to a "MAC address" or a USB device.
- 1.8. "Player": Audiovisual player software that may be provided to the Customer by Vidict from time to time.
- 1.9. "Sample Code": Sample source code or scripts distributed by Vidict from time to time and identified as such when provided to you.
- 1.10. "Server": A single physical computer running no more than one (1) unique copy of an operating system. Multiple Servers include: (i) multiple computers that share processing power or operate in a networked configuration as a single logical computer, such as a "server farm," "cluster," or similar arrangement; and (ii) multiple virtual machines within a technical environment that partitions a physical computer into multiple virtual machines such that each virtual machine has the appearance and capability of running on its own dedicated machine
- 1.11. "Services": Means maintenance and support services, and includes Support, Updates, and Upgrades for Vidict Media Server and/or content delivery services based on the P2P network operated by Vidict, including maintenance, support, updates and upgrades.
- 1.12. "Services Period": The period(s) during which the Customer have purchased the right to obtain the Services. License Keys each has individual Services Periods.
- 1.13. "Software": Software products owned or distributed by Vidict that are licensed to the Customer under this EULA including, but not limited to, any related AddOns, components, application programming interfaces, associated media, printed materials, online or electronic documentation, and any updates, maintenance releases, bug fixes, corrections, enhancements, or other modifications thereto. Except where explicitly stated otherwise, "Software" includes the Player (as defined above).
- 1.14. "Support: The provision of technical assistance by Vidict to you according to Vidict's then-current policies. Support includes, at a minimum, technical support related to the Software provided by email communication with a Vidict representative.
- 1.15. "Total Number of Instances": The maximum concurrent number of Instances you are using or have used during any billing period, as calculated by Vidict according to its then-current policies and procedures.
- 1.16. "Total Number of Channels": The maximum concurrent number of Channels you are using or have used during any billing period in connection with a Vidict Media Server Monthly Edition License or a Vidict Media Server Daily Edition License, as calculated by Vidict according to its then-current policies and procedures.
- 1.17. "Upgrade": Newer versions of the Software that may utilize a distinct installer package and may require an additional License Key, commonly referred to as a full version" or "dot" release.
- 1.18. "Update": Updates, fixes, or other relatively minor modifications to the Software, which are applied through Vidict's update process.
- 1.19. "Customer's System": The software application, website or other interface owned or operated by the Customer and using Vidict Software and Services.
- 1.20. "End-Users": End-users of Customer's System.
2. Grant of License
- Subject to Customer's purchase of Software and Services from Vidict and Customer's full compliance with this Agreement, the Company hereby grants the Customer, during the term of this Agreement only, a non-exclusive, non-assignable, non-transferable, revocable, limited license ("License") to use and integrate the Software and Services in the Customer's System, in accordance with the terms of this Agreement.
3. Our Software and Services
- 3.1. In order to subscribe to the Service, you will first need to select Vidict Peer Packages to fill the Order Form and register for the Service and create an account by choosing a user name and password, and providing us with certain details, such as name, e-mail address, payment details, etc. This is the information you provide us voluntarily. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another user at any time, or to disclose your password to any third party. You acknowledge and agree that you are solely responsible for any use of your account and all activities occurring in connection with the use of your account. Vidict offer includes server software Vidict Media Server™ , services for building Content Delivery network and software enabling the distribution of content, Vidict Peer™ , available as SaaS.
- 3.2. Vidict shall invoice Customer based upon the total amount of Gigabytes/Terabytes transferred and all other services ordered multiplied by the price per Gigabyte/Terabyte or the price for the Services ordered at the pricing schedule valid at the time of billing, all as set forth in the Order Form.
- 3.3. Customer's usage of the Software and Services, including, but not limited to ingress and egress of traffic-related to the Software and Services, shall be measured by Vidict and Customer will be billed for actual bandwidth used, or if so agreed upon in the Order Form, the Customer's minimum commitment, whichever is higher. If more than the minimum committed amount of Gigabytes or funds is transferred via Customer's System in any particular month, then Vidict will bill Customer for the difference between the actual usage (as calculated in this paragraph) minus the minimum monthly commitment at the usage charge per Gigabyte/Terabyte as specified above.
- 3.4. If Customer fails to pay any charges under this Agreement when due, Customer's access to the Software and Services may be downgraded, suspended or canceled, and/or the License granted to Customer under this Agreement shall expire, at Company's sole discretion. Until paid in full, all past due amounts will bear an additional charge of the lesser of 1.5% per month or the maximum amount permitted under applicable law.
- 3.5. All amounts shall be expressed and paid in US Dollars and will be paid against a duly issued invoice sent by the Company. All amounts payable to the Company under this Agreement are exclusive of any tax, levy or similar governmental charge that may be assessed by any jurisdiction, provided, however, that the Customer shall have no liability for income assessed to the Company.
- 3.6. By registering to the Software and Services you warrant and represent that any information provided by you at the time of registration, including any billing information, is complete, truthful and accurate, and you agree to ensure that such information is kept up to date.
- 3.7. Vidict may terminate your account immediately and without prior notice, if you do not comply with the Terms.
- 3.8. Vidict reserves the right at any time and from time to time, without being obligated to provide prior notice, to modify, suspend, or discontinue, temporarily or permanently, the Software, Services and/or the website or any part thereof, or user's access thereto, subject to the provisions of this Agreement and the extent permitted by law. You will have no claim, complaint or demand against Vidict for applying such changes or for failures incidental to such changes.
- 3.9. Please note that third party advertisements may appear on our website and/or on the Software and Services from time to time. Vidict does not endorse these advertisements, nor do such advertisements represent any recommendation provided by Vidict.
4. Intellectual Property
- 4.1. Content and information provided on and through the Software, Services and/or at your Vidict Order Form, including, without limitation, Vidict logo, trademark, graphics, design, information, text, images, data, software, code, technology, algorithm, and any updates, upgrades, enhancements, derivatives, improvements, extensions, and modifications thereto, in any copies thereof and in any and all related documentation and other material displayed, available, used or present through the Software and Services ("Vidict Content") are the copyrighted and/or trademarked work of Vidict, and/or proprietary information and knowledge protected under trade secret, owned exclusively by Vidict and its affiliates.
- 4.2. Vidict retains all rights, including any intellectual property rights in the Vidict Content. You hereby acknowledge that you have no right, title or interest in or to any Vidict Content, and that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Vidict Content in any manner.
- 4.3. Customer acknowledges that the Software, Services and any documentation pertaining thereto, are confidential and proprietary of Vidict, and Customer agrees to maintain them as confidential information, using at a minimum the same degree of care as is used for Customer's own trade secrets and in any event not less than reasonable degree of care, and not to disclose it to any third party without the Vidict's prior written authorization, other than as provided for herein.
5. Restricted and Prohibited Uses
- In connection with Customer's use of any of Vidict's Software and Services, including Content Delivery Network (CDN) which is a P2P network build and operated by Vidict , and without limiting any of the other obligations under these Terms or applicable law, you agree not to, and not to permit others, including End-Users, to do any of the following:
- 5.1. Use the Software and Services for any purposes other than those expressly set forth in this Terms;
- 5.2. Use, install, access, display, or run the Software and Services or any part thereof, as part of any illegal activity, or not in compliance with applicable law in the relevant jurisdictions, and including, without limitation copyright protection rules and regulations (including, but not limited to, DMCA Rules);
- 5.3. Use the Software and Services in connection with any content: (i) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, libelous, offensive, invasive of another's privacy, or otherwise objectionable, or (ii) that infringes any intellectual property right of any third party;
- 5.4. Modify, decompile, reverse-engineer, disassemble, translate or otherwise attempt, directly or indirectly, to obtain or create a source code or know-how in or underlying the Software and Services or any portion thereof;
- 5.5. Interfere with, modify, disrupt or disable features or functionality of the Software and Services;
- 5.6. Sell, distribute, copy, duplicate, create derivative works of or otherwise reproduce all or any part of our website and/or Software, Services and/or any Vidict Content;
- 5.7. Engage in any deceptive, misleading, illegal or unethical practices that may be detrimental to Vidict, its software, services, and any such representation, warranty or guarantee concerning Vidict made by Customer shall be considered a material breach of this Agreement;
- 5.8. Make any agreements, covenants, representations, warranties or guarantees concerning Vidict, it's Software and Services that are inconsistent with or in addition to those contained in this Agreement;
- 5.9. Allow any access to or use of the Service by anyone other than Customer's authorized End-Users;
- 5.10. Use of the Software and Services to store, post, display, transmit, advertise or otherwise make available child pornography. Vidict will, as required by law, notify law enforcement agencies when it becomes aware of the presence of child pornography on, or being transmitted through the Software and Services;
- 5.11. Attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of our website, Software, Services, or any software thereto;
- 5.12. Create a database by systematically downloading and storing all or any content regarding the Software and Services;
- 5.13. Posting the same or similar message to one or more newsgroups through the Software and Services (excessive cross-posting or multiple posting, also known as "SPAM") is explicitly prohibited;
- 5.14. Complaints regarding suspected illegal use system or network security issues should be sent to firstname.lastname@example.org
6. DMCA - Infringement Notifications under the Digital Millennium Copyright Act
- 6.1.For infringement
- For any additional questions regarding the DMCA process for Vidict software and services, please contact us at email@example.com.
- Customer agrees to indemnify and hold Vidict and its directors, officers, employees, advisors, subsidiaries, affiliates and agents, harmless from and against all losses, damages, expenses, claims, demands and liabilities incurred or suffered by Vidict arising out of (a) any representation made by Customer to third parties, including the End-Users, creating any obligation or liability regarding Vidict, or Software and Services which Vidict has not specifically assumed or approved under this Agreement, (b) Customer's breach of any term or condition of this Agreement or any documents it incorporates by reference, and/or Customer's breach of any representation made herein or incorporated herein by reference (c) End-Users' claims regarding the use of Software, Services and its implications on the End-Users, or (d) Customer's failure to comply with all applicable laws, regulations, ordinances and treaty requirements, relating, among others, to data protection, privacy rights, and copyrights.
8. Warranty Disclaimers
- 8.1. Customer agrees and acknowledges that: (a) the Software and Services may not work entirely or properly with all operating systems or software languages; and that (b) the performance of the Software and Services may be affected or interfered with by numerous factors outside of Vidict's control, such as maintenance performance, failures in internet connectivity, malfunctions in the system and/or failures in the provision of third party services.
- 8.2. Vidict reserves the right to alter, remove, change, suspend or disable access to the Software and Services discontinue the Software and Services at any time without notice. In no event will Vidict be liable for the removal of or disabling of access to the Software and Services.
- 8.3. Vidict does not warrant that the use of the Software and Services will be uninterrupted, error-free or completely secure. Customer acknowledges that there are certain risks inherent in using the Software and Services that could result, inter alia, in interruptions to the viewing process of or via Customer's System.
- 8.4. CUSTOMER AND/OR USER ACKNOWLEDGES AND AGREES THAT THE SOFTWARE, SERVICES AND THE WEBSITE AND ANY OF THEIR CONTENT, ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS”, ARE USED ONLY AT CUSTOMER'S AND USER'S SOLE RISK, TO THE FULLEST EXTENT PERMISSIBLE BY LAW. Vidict DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, REGARDING THE SOFTWARE, SERVICES AND/OR THE WEBSITE (AND ALL CONTENT, INFORMATION, SOFTWARE, AND LINKS), INCLUDING ANY IMPLIED WARRANTIES AS TO FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, RESULTS, ACCURACY, COMPLETENESS, ACCESSIBILITY, COMPATIBILITY, SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, OR LACK OF VIRUSES. IF APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF SOME OR ALL OF THE ABOVE IMPLIED WARRANTIES TO APPLY TO YOU, THE ABOVE EXCLUSIONS WILL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
9. Limitations on Liability
- 9.1. VIDICT'S ENTIRE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY IN CONNECTION TO USE OF THE SOFTWARE, SERVICES AND IMPLEMENTATION OF THE SOFTWARE AND SERVICES IN CUSTOMER'S SYSTEM IS TO DISCONTINUE SUCH USE AND IMPLEMENTATION. VIDICT AND ITS AFFILIATES, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SERVANTS OR AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGE ARISING FROM USE OR INTEGRATION OF THE SOFTWARE AND SERVICES OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO USE WITH VIDICT'S SOFTWARE AND SERVICES. THESE EXCLUSIONS FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF VIDICT HAD BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, VIDICT'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. CUSTOMER HEREBY ACKNOWLEDGES AND AGREES THAT WITHOUT THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY, VIDICT WOULD NOT BE ABLE TO OFFER THE SOFTWARE AND SERVICES NOR GRANT CUSTOMER THE LICENSE.
- 9.2. WITHOUT DEROGATING FROM THE AFORESAID, THE COMPANY SHALL NOT BE RESPONSIBLE NOR LIABLE IN ANY WAY TO ANY LOSS, LIABILITY, DAMAGE OR EXPENSE RESULTING OR RELATING TO ANY ACTIVITY, COMMUNICATION, OR TRANSMISSION PERFORMED BY USERS VIA CUSTOMER'S SYSTEM, OR TO USERS' RELIANCE ON ANY SUCH COMMUNICATION OR ACTIVITY, AND CUSTOMER SHALL HAVE NO CLAIM, RIGHT OR DEMAND WITH RESPECT THERETO. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT WITH RESPECT TO FRAUD, MALICIOUS ACTS OR GROSS NEGLIGENCE BY THE COMPANY, THE COMPANY'S ENTIRE LIABILITY UNDER THIS AGREEMENT (INCLUDING ANY ORDER FORM) SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO COMPANY UNDER THIS AGREEMENT.
10. Term and Termination
- 10.1. This Agreement shall be in force as of the execution date of an Order Form by both parties, and until the End Date as specified in the applicable Order Form, unless terminated earlier in accordance with this Section.
- 10.2. The Company may terminate this Agreement, including the License granted herein, upon three (3) days written notice to the Customer, in the event the Customer is in breach of the terms of this Agreement. For the avoidance of doubt, non-payment or late payment of any fees shall be considered a material breach of this Agreement.
- 10.3. Without limiting any other remedies, Vidict may temporarily suspend a specific End-User's use of the Software and Services, or temporarily or indefinitely suspend a End-User's access, if such End-User has breached any applicable terms, has engaged in improper or fraudulent activity in connection with the Software and Services, or has performed any other acts that may cause legal liability or financial loss to Vidict or any other Users.
- 10.4. Sections 1, 3, 5, 7, 8, 9 and 11 shall survive any expiration or termination of this Agreement and shall continue without limitation.
- 11.1. Customer will comply with any and all applicable law, including with regard to privacy and data protection legislation in all relevant territories. It is agreed and acknowledged that as between the parties, in the context of European privacy regulations, Vidict shall be considered as a "Data Processor", while the Customer shall be considered as the "Data Controller". Any processing of personal data by Vidict shall only be made on behalf of the Customer and pursuant to the Customer's written instructions, and Vidict shall not be expected or required to conduct independent processing or make independent decisions regarding data processing.
- 11.3. For clarification, Customer undertakes to fully notify the End-Users that Customer engages third parties, including Vidict, and uses third-party cookies to collect statistics in aggregated form using analysis tools.
- 11.4. Vidict shall be entitled to engage third party processors in connection with the provision of its Software and Services to the Customer and the processing of personal data, and the Customer hereby expressly provides Vidict with a general authorization to engage third party processors.
- 11.5.Vidict shall not be obligated to perform any processing of personal data which in Vidict's discretion, is non-compliant with data protection legislation, and shall not be liable towards Customer for such refusal.
13. Collection of Data
- 13.1. We log visitor's IP address and mobile device unique identifiers automatically; this information identifies only the device that is being used to access the Services and or/ the Software and/or the website.
- 13.3. Vidict collects data regarding your use of the website and the Services, including scope, frequency, latency, software downloaded, sites accessed, etc. You understand and agree that information regarding your use of the website and/or the Services or is non-confidential.
14. Collection of Personally Identifiable Information
- 14.2. We collect only Personally Identifiable Information that is specifically and voluntarily provided by you, for example, when you register for an account; we collect your username, password and email address.
- 14.3. When you purchase our Services, the charge to your credit or debit card is made through a third party. The credit or debit card information provided by you is not collected or retained by us, but rather directly transferred to the third party providing the billing services, excluding the last 4 numbers of your credit card which we collect for the purpose of payment confirmation.
- 14.4. We constructed the Services with the clear understanding that your Personally Identifiable Information is private and that it should not be accessible to anyone, unless as otherwise specified hereunder.
15. Use of Data
- 15.1. Non-personal information is used mainly for click stream analysis in order to constantly improve and maintain our Software and Services and/or website, including among others, for ensuring the technical functioning of our system, to help prevent fraudulent use of our Services and/or Software and/or website and for developing new services and features.
- 15.2. We may also analyze traffic patterns, users' demographics and behavior, for general business analytics and in order to provide you with a more personalized experience.
- 15.3. We may also share non-personal, aggregate information regarding Software, Service, and website usage with our affiliates, partners and advertisers. From time to time, we may release non-Personally Identifiable Information in the aggregate, e.g., by publishing a report on trends in our Services usage.
- 15.4. Personally, Identifiable Information is used only for limited purposes such as to store user preferences, provide you the Services, to contact you in response to requests or inquiries, or purchases, or to optimize the content we display and personalize your experience.
- 15.5. We may also use Personally Identified Information to communicate with Users regarding customer service issues, billing information. These communications are not promotional in nature. When you send communications to us, we may retain those communications in order to process your inquiries, respond to your requests and/or improve our Software and Services.
16. Marketing Communications
- We may send users of the Services who provided us with their contact details, with information on new products, features, activities, services and periodic announcements or newsletters. By accepting these Terms you hereby provide us with your explicit, written consent to receive marketing communications. You may at any time choose to opt-out and to not receive these communications, by contacting us at firstname.lastname@example.org
17. Disclosure of Data
- We do not share or distribute your Personally Identified Information with unrelated third parties, except under limited circumstances, such as to comply with a legal requirement, for the administration of justice, to protect your vital interests, to protect the security or integrity of our databases or the Services, to take precautions against legal liability, or in the event of a corporate sale, merger, reorganization, dissolution or similar event
18. Protection of Data
- We implement a variety of security measures to maintain the safety of your Personally Identified Information as are customary in the industry with similar sites. Nevertheless, these security measures cannot fully eliminate security risks associated with personal information. Therefore, Vidict shall not be liable for any damages caused by unauthorized access to your Personally Identified Information and/or to your account
19. Transfer of Data Across Borders
- Vidict is a global enterprise and may maintain facilities and databases in different countries. We may, from time to time, transfer your Personally Identified Information to one of our databases in another country. If the level of privacy protection in a country does not comply with recognized international standards, we will ensure that data transferred to our databases in that country is adequately protected and that the transfer of data to third parties in such countries is made pursuant to a contract or other measures providing adequate protection.
If you are using or accessing the Software and Services from a country other than the country in which our server or cloud service provider is located, the various communications will necessarily result in the transfer of information across international boundaries. We may also use hosting services located in other countries at our sole discretion, which will necessitate transfers of data. By using the Services and/or the Software and/or the website and communicating electronically with us, you explicitly and unequivocally consent to transfers of data as specified hereunder.
Special note for parents and children under the age 13 The Services and/or the Software and/or the website are a general audience site and not directed to persons under 13. If a parent or guardian becomes aware that his or her child has provided us with Personally Identifiable Information without their consent, he or she should contact us. We do not knowingly collect or solicit personal information from people under 13.
- 20.1. These Terms comprise the entire agreement between you and Vidict relating to the Software and Services. We may change the terms of these Terms at any time, so please review this page regularly.
- 20.2. Vidict does not guarantee continuous, uninterrupted access to the Software, Services and/or the website, and operation of the Software, Services and/or the website may be interfered with by numerous factors outside Vidict's control.
- 20.3. If any provision of these Terms is held unenforceable, then such provision will be modified to the extent possible to reflect the parties’ intention. All remaining provisions of these Terms shall remain in full force and effect.
- 20.4. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms between you and Vidict.
- 20.5. Customer may not assign this Agreement. Vidict may assign this Agreement at any time to the successor in interest in connection with a merger, consolidation or other corporate reorganization.
- 20.6. During the term of this Agreement, Customer approves to be a featured client on the Vidict's customer list and grants the Vidict the right to present itself as a supplier of the Software and Services to the Customer. Vidict may issue press releases in connection with this Agreement, identifying the Customer as a customer.
- 20.7. This Agreement shall be exclusively governed by and construed in accordance to laws of the Republic of North Macedonia, without regard to its conflict of law provisions. Customer agrees that all such disputes shall be brought exclusively before the appropriate courts of the Republic of North Macedonia.
- 20.8. If you have any questions or comments regarding these Terms, please contact us at email@example.com.