1. DESCRIPTION OF SERVICE, ACCEPTANCE OF TERMS, MODIFICATION
Video Chat Network (“VCN” or “VCN”) provides users (“Users”) of the web pages located at www.VideoChatNetwork.net with a platform for participation in and access to internet-based video conferencing panels conducted by VCN (“Panels”), and other features, functions or services on the Site (collectively, the “Service”). The Service may include web hosting for storing Panelist Content (defined below), the creation of web pages for personalized User web pages, and the cataloging and indexing of Panelist Content. Much of the Site and the Services are only available to Users who become members (“Members”). To become a Member, you must provide VCN with certain personal information and create an account.
This Terms and Conditions of Use Agreement (the “Agreement”) sets out the legally binding terms between you and VCN. This Agreement applies to all Users of the Site or Service, including Users who submit any content, information or other materials on the Site. If you choose to use the Site or Service, you will be agreeing to abide by all of the terms and conditions of the Agreement. VCN may change, add or remove portions of this Agreement at any time, but if it does so, it will post such changes on the Site.
IF ANY OF THESE RULES OR ANY FUTURE CHANGES ARE UNACCEPTABLE TO YOU, DO NOT USE THE SERVICE. YOUR CONTINUED USE OF THE SERVICE NOW, OR FOLLOWING THE POSTING OF NOTICE OF ANY CHANGES IN THIS AGREEMENT, WILL INDICATE ACCEPTANCE AND AGREEMENT BY YOU OF SUCH RULES, CHANGES, OR MODIFICATIONS.
VCN may change, suspend or discontinue any aspect of the Service at any time, including the availability of any Service feature, database, or content. VCN may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability.
In addition, when using particular VCN services, you and VCN may be subject to any additional terms, guidelines or rules applicable to such services, which shall be posted from time to time. All such additional terms, guidelines and rules are hereby incorporated by reference into this Agreement. Also, VCN may offer other services from time to time that are governed by different terms of service.
Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new VCN properties, shall be subject to this Agreement.
4. INTELLECTUAL PROPERTY AND RELEASE
As between you and the VCN, the VCN is the owner of all intellectual property rights, including all copyrights, patents, trademarks associated with the Site and the Service, including all associated software, logos, text, and graphics, and including Panelist Content (defined below). You agree not to use any VCN intellectual property without VCN’s prior permission. You agree that you shall not be entitled to any right to copy and distribute the Video Conference Content or any other rights in the Video Conference Content whatsoever.
Panelists hereby grant permission to Video Chat Network the right to use the Panelist’s name, biography, video image, likeness, and/or audiovisual record activities of me for the purpose of the Panels. Panelists also grant permission to record panelist’s voice, performance, poses, acts, and use Panelist’s picture, photograph, silhouette and other reproductions of the panelist’s physical likeness and voice in connection with the Panels and associated advertising, promotion, and use throughout the world and in perpetuity and on whatever media is known or hereafter devised. Panelists agree not to assert, maintain or consent to others bringing any claim, action, suit or demand of any kind or nature whatsoever against Video Chat Network in connection with this grant including but not limited to, those grounded upon invasion of privacy, rights or publicity or other civil rights, copyright infringement, or for any other reason in connection with the authorized use of Panelist’s physical likeness, full name, biography, video image, likeness, and/or audio record activities of the Panelist as herein provided.Each Panelist hereby releases Video Chat Network, its directors, officers, successors and assigns from and against any and all claims, liability, demands, actions, causes of action(s), costs, expenses and damages whatsoever, at law or in equity, known or unknown, anticipated or unanticipated, which I ever had, now have, or may, shall or hereafter have by reason, matter, cause or thing arising out of the rights granted to Video Chat Network herein.
5. LICENSE & SITE ACCESS
VCN grants you a limited license to access and make personal use of the Site and the Service. You agree not to download (other than page caching) or modify the Site, or any portion of it, except with express written consent of VCN. This license does not include any resale or commercial use of the Site, the Service, or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. The Site is for the personal use of Users only and may not be used for any commercial endeavors except those may be specifically endorsed or approved by the management of VCN from time to time. Illegal and/or unauthorized use of the Site or Service, including collecting usernames, or email addresses by electronic or other means for the purpose of sending unsolicited email, unauthorized framing of or linking to the Site or other illegal purposes will be investigated. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from posts or accounts without notice and may result in termination of membership privileges. VCN will take appropriate legal action for any illegal or unauthorized use of the Site or the Service. The Site, Service, or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of VCN. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, content, text, page layout, or form) of VCN and our affiliates or other Users without express written consent, except as otherwise provided and made available through the Site or the Service. You may not use any meta tags or any other “hidden text” utilizing VCN’s name or trademarks without the express written consent of VCN. Any unauthorized use terminates the permission or license granted by VCN. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to VCN so long as the link does not portray VCN, its affiliates, or their products or services in a false, misleading, derogatory, or otherwise offensive manner. You may use the VCN logo or other proprietary graphic or trademark of VCN as part of the link, subject to VCN’s usage requirements and VCN’s right to revoke such permission in its sole discretion.
6. ACCOUNT, PASSWORD, SECURITY
a) You will receive a password and a username designation upon completing the Service’s registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. Certain Site features and Services may require a subscriber or registration fee to gain accessMembers agree not to share their username and password with anyone.
You agree to (i) immediately notify VCN of any unauthorized use of your password or account or any other breach of security, and (ii) ensure that you exit from your account at the end of each session. VCN cannot and will not be liable for any loss or damage arising from your failure to comply with this Section 5.
c) VCN reserves the right to approve any Membership application at any time for any reason with any conditions at the sole discretion of VCN. VCN reserves the right to terminate any Member account at any time for any reason with any conditions at the sole discretion of VCN.
You agree to not use the Site or export any portion of the Site, including the Panelist Content (defined below) in violation of U.S. export regulations. You are responsible for adhering to all relevant local and national laws wherever you are.
8. PANELIST CONDUCT
a) You agree to abide by the terms of this Agreement, and to not use the Service to: (i) interfere with, manipulate, or take any actions that may undermine the integrity of any rating system used on the Service; (ii) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; (iii) collect or store Personal Data about other Users; (iv) harass, abuse, or harm another person, or (v) in order to contact, advertise to, solicit, or sell to any other User without their prior explicit consent.
b) Without limiting other remedies, VCN and its affiliates may immediately warn Users of your actions, issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide the Service to you if: (i) you breach this Agreement or the documents it incorporates by reference; (ii) we are unable to verify or authenticate any information you provide to us; or (iii) we believe that your actions may cause financial loss or legal liability for you, us or our Users. Your membership will be terminated and you will be denied access to the Service if you breach this Agreement or any other agreement between you and VCN in any way.
c) You are solely responsible for your interactions with other Users of the Site. VCN reserves the right, but has no obligation, to monitor disputes between you and other Users.
d) Information provided by Panelists may contain inaccurate, inappropriate or offensive material, products or services, and VCN assumes no responsibility or liability for this material. VCN reserves the right, in its sole discretion, to reject, refuse to post or remove or modify any posting by you, or to restrict, suspend, or terminate Panelists’ access to all or any part of the Site and/or the Service at any time, for any or no reason, with or without prior notice, and without liability.
e) Prohibited Content. You agree that you shall not disclose your name, address, telephone number, social security number, and/or any other type of personal information that you wish to keep confidential (“Personal Data”) in any Panelist Content. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any content. VCN has the right but not the obligation to remove or edit content. You agree that your participation in any Panel shall not include any Prohibited Content. Prohibited Content includes content or conduct that: (i) is obscene, patently offensive, or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; (ii) harasses or advocates harassment of another person; (iii) involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”; (iv) consists of information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (v) consists of an illegal or unauthorized copy of a copyrighted work, such as sound recordings, musical compositions and videos in which you do not personally own the copyright or otherwise do not have the necessary authority from the copyright owner(s); (vi) computer programs or links to them or providing information to circumvent manufacturer-installed copy-protect devices, or infringing materials; (vii) contains restricted or password-only access pages or hidden pages or images (those not linked to or from another accessible page); (viii) provides material that exploits people under the age of 18 or solicits personal information from anyone under 18; (ix) provides instructional information about illegal activities; (x) solicits passwords or personal identifying information for commercial or unlawful purposes from other Users; (xi) involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, advertising, political campaigning, or pyramid schemes; or (xii) uses any unfair, misleading or deceptive content intended to draw traffic to the Panelist Content. VCN reserves the right to investigate and take appropriate legal action in its sole discretion against any user who violates this provision, including without limitation, removing the offending Prohibited Content from the Site or Service and terminating the membership of such violators.
Client Purchases. The Site will invoice Clients for access to Panels; Clients may use a check to purchase information through the Service. Clients agree to pay for all information that Clients purchase through the Service, and that VCN and/or third party may charge Clients’ account for any additional amounts (including any taxes and late fees, as applicable) as may be accrued by or in connection with Clients’ account. CLIENTS ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING VCN WITH A VALID CHECK OR OTHER ACCEPTABLE PAYMENT DETAILS FOR PAYMENT OF ALL FEES. Panelist Payments. The Site allows Panelists to participate in Panels conducted by VCN in exchange for compensation. VCN shall timely pay Panelists in cash, check, or through a Paypal deposit, the terms of which will be mutually agreed upon in a future agreement
10. USE & STORAGE
You acknowledge that VCN may establish general practices and limits concerning use of the Service. You acknowledge that VCN reserves the right to cancel accounts that are inactive for an extended period of time. You further acknowledge that VCN reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
11. THIRD-PARTY CONTENT, LINKS AND SYNDICATION
VCN may terminate this Agreement at any time for any reason. Sections 3, 12, 13, 14, 15, 16, 17 and 18 shall continue in full force and effect upon any termination of this Agreement.
13. REPRESENTATIONS & WARRANTIES
a) You represent and warrant that you have the full authority to act on your behalf and on behalf of any and all prior owners of any right, title and interest in and to any Panelist Content you post, submit, transfer or link to.
b) You represent and warrant that you are either more than 18 years of age, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement and have obtained all necessary third-party consents, licenses and permissions necessary to enter into and fully perform your obligations herein. In any case, you affirm that you are over the age of 13, as the Site and Service is not intended for children under 13. If you are under 13 years of age, then please do not use the Site or Service.Your membership or access to the Site and Service may be deleted or blocked without warning if it is found that you are misrepresenting your age. Your membership is solely for your personal use, and you shall not authorize others to use your account.
d) You represent and warrant that you shall not act in any manner, or post or upload any Panelist Content, that conflicts or interferes with any existing commitment or obligation of yours, and that no agreement previously entered into by you will interfere with your performance of your obligations under this Agreement.
e) You represent and warrant that your use of the Site and Service shall be in compliance with any applicable laws, rules and regulations of any governmental authority.
f) You represent and warrant that you will not use the Service to upload, post, link to, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment.
The views expressed on the Site or through the Service are not the views of VCN. You acknowledge that any reliance on any opinion, advice, statement, or information available on the Site or the Service is at your sole risk. The Site and the Service contain views, opinions, statements, and recommendations of third-party individuals and organizations, and VCN does not represent or endorse the accuracy, correctness, or reliability of any advice, opinion, statement, or other information displayed, uploaded, or distributed through the Site or the Service. VCN makes no warranty as to the quality, accuracy, completeness, and validity of any materials on the Site or the Service and does not warrant that the functions contained on the Site will be uninterrupted or error-free, or that defects will be corrected.
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. VCN EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. VCN MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VCN OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
15. INDEMNIFICATION, LIMITED LIABILITY
a) You hereby indemnify and hold harmless, and upon VCN’s request, defend, VCN its affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) arising out of any claim, action, or proceeding brought by a third party based on: (i) a breach of any warranty, representation, covenant or obligation of yours under this Agreement; or (ii) any allegation that any Panelist Content provided, uploaded, syndicated, linked to or authorized by or on behalf of you hereunder or VCN’s or any User’s use thereof violates or infringes the rights of another party. You will reimburse VCN and its affiliates on demand for any actual payments made in resolution of any liability or claim that is subject to indemnification under this Section 15. VCN shall promptly notify you of any such claim, and you shall assume control of the defense of such claim upon VCN’s request. VCN shall have the right, at its expense, to participate in the defense thereof under your direction.
b) IN NO EVENT SHALL VCN BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, VCN’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AMOUNT PAID, IF ANY, BY YOU TO VCN FOR THE SERVICE DURING THE TERM OF MEMBERSHIP.
16. APPLICABLE LAW
This Agreement and the relationship between you and VCN shall be governed by the laws of the State of New York without regard to its conflict of law provisions. You and VCN agree to submit to the personal and exclusive jurisdiction of the courts located within the State and County of New York.
18. COPYRIGHT INFRINGEMENT
VCN respects the intellectual property of others, and we ask our Users to do the same. If you believe that your work has been copied or used in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide VCN71s copyright agent with the following information (“Notice”): (1) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (2) a description of the copyrighted work or other intellectual property that you claim has been infringed; (3) a description of where the material that you claim is infringing is located on the Site; (4) your address, telephone number, and email address; (5) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (6) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf. Any Notice of claims of copyright or other intellectual property infringement must be sent to VCN at:
VCN Legal Department
18 Withington Road, Scarsdale, NY 10583
Please note that this procedure is exclusively for notifying VCN and its affiliates that your copyrighted material has been infringed.
b) The failure of VCN to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
c) If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
d) You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
e) The section titles in this Agreement are for convenience only and have no legal or contractual effect.