PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND ACCESSING AND/OR USING THE VIDEO CREATION TOOL (AS DEFINED BELOW). IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST NOT CLICK “DOWNLOAD VIDEO” (OR THE SIMILAR BUTTON OR CHECKBOX), AND YOU ARE NOT AUTHORIZED TO ACCESS OR USE ANY PART OF THE VIDEO CREATION TOOL.
Visitor Content. Visitors will make available to the Video Creation Tool some data (which shall not include personal identifiable information), text, descriptions and other content uploaded and/or entered to the Video Creation Tool (“Content”), in order to create the Video Clip. You are solely responsible for: (i) all Content provided by you to the Video Creation Tool and that such content is accurate and complete, (ii) any and all legal basis and/or authorization to provide the Content to the Video Creation Tool, as well as the compliance with any and all applicable laws (including, privacy laws), and (iii) your use, acts and omissions related to the Content and the use of the Video Clip. To the maximum extent permitted by law, Comeet shall have no liability to you with respect to the Content, including, without limitation, for its accuracy, legality, and quality, for ensuring the Content does not violate any applicable laws or third party rights and liability with respect to any information contained in or apparent from any Content. You represent, warrant and covenant that you will not send, display, post, submit, publish, transmit or otherwise make available a Content that: (i) infringes, misappropriates or violates the rights (including, without limitation, any copyrights or other intellectual property rights) of any person or entity or any applicable law, rule or regulation of any government authority of competent jurisdiction; (ii) does not belong to you and/or the company/institution that you represent (provided that you should have any and all authorizations to input the data to the Video Creation Tool and to create and make use of the Video Clip from your company/institution); (iii) is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights; (iv) is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, gives rise to civil liability, violates any law, or is otherwise dishonest, inaccurate, inappropriate, malicious or fraudulent; (v) contains the contact information or any personally identifiable information; and/or (vi) breaches these Terms. Notwithstanding anything to the contrary, you hereby agree and understand that Comeet may share all or part of the Content with its affiliates, licensors, partners, vendors and service providers in the context of these Terms.
License. By submitting the Content, you hereby grant Comeet, its affiliates and its licensors (including, without limitation, partners with whom we offer this Video Creation Tool), a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sub-licensable and transferable right and license to use, store, copy, reproduce, process, modify, distribute, prepare derivative works, and perform the Content to create the Video Clip in connection with the Video Creation Tool and make improvements to the Video Creation Tool. You represent and warrant that you own or have the necessary rights, consents and permissions, necessary to grant us the licenses herein and to provide, make available, and otherwise expose Content to us, our affiliates, our licensors and the hosting provider (if applicable). Subject to the terms and conditions of these Terms, Comeet (and its licensors) hereby grants you a limited, royalty-free, non-exclusive, revocable, non-transferable, non-sublicensable and worldwide license to access and use the Video Creation Tool and download the Video Clip; provided that you use the Video Creation Tool only for lawful purposes within the stated context of our intended and acceptable use of the Video Creation Tool and comply with these Terms and all applicable laws. You are solely and fully responsible for your use, publication, share and/or post of the Video Clip as well as the Content that you inputted to the Video Clip. To the maximum extent permitted by law, Comeet shall not be responsible for any of your acts or omissions, including, without limitation, to your representations under these Terms, the Content and/or your use of the Video Clip.
Restriction on Use. You shall not and shall not allow any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, transfer or distribute any portion of the Website, Video Creation Tool and/or the Video Clip to any third party, or use the Website, Video Creation Tool and/or the Video Clip in any service bureau arrangement; (ii) modify, reverse engineer, decompile or disassemble the Website, Video Creation Tool and/or the Video Clip or any components thereof; (iii) translate, patch, alter, change, copy or create any derivative works of the Website, Video Creation Tool and/or the Video Clip, or any part thereof; (iv) use any robot, spider, scraper, or other automated means to access the Website, Video Creation Tool and/or the Video Clip for any purpose; (v) interfere or attempt to interfere with the integrity or proper working of the Website, Video Creation Tool and/or the Video Clip, or any related activities; (vi) remove, deface, obscure, or alter Comeet’s, its licensors and partners and/or any third party’s copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Website, Video Creation Tool and/or the Video Clip; and/or (vii) use the Vid Website, Video Creation Tool and/or the Video Clip in any unlawful manner or in breach of these Terms.
Payment and Fees. Except as expressly set forth in these Terms, your general right to access and use the Video Creation Tool is currently for free, but Comeet may in the future charge a fee for certain access or usage. You will not be charged for any such access or use of the Video Creation Tool unless you first agree to such charges.
Intellectual Property Rights. Title and full, exclusive ownership rights of the Video Creation Tool (and all parts thereof), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related to your usage thereof, and Comeet’s intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to Comeet (or its third-party licensors and/or partners). It is hereby agreed that each Visitor shall own the Video Clip created with the Content provided by the Visitor in the context of the Video Creation Tool. It is understood that you may, at your sole discretion, provide Comeet with suggestions and/or comments with respect to the Website, Video Creation Tool and/or Video Clip (“Feedback”). You represent that it is free to do so and that you shall not knowingly provide Comeet with Feedback that infringes upon third parties’ intellectual property rights. You further acknowledge that any and all rights, including intellectual property rights in such Feedback shall belong exclusively to Comeet and that such shall be considered Comeet’s confidential information. It is further understood that use of Feedback, if any, may be made by Comeet at its sole discretion, and that Comeet in no way shall be obliged to make use of any kind of the Feedback or part thereof.
Termination. These Terms are effective until terminated by Comeet or you. Comeet, in its sole discretion, has the right to terminate these Terms and/or your access to the Website and/or Video Creation Tool, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). Comeet shall not be liable to you or any third party for any such termination. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Video Creation Tool in any way, your only recourse is to immediately discontinue use of the Website and Video Creation Tool. The Video Creation Tool is not intended to, and will not, operate as data storage or archiving product or service, and you are solely responsible for the maintenance and backup of all Content and Video Clips and other safeguards appropriate for your needs. Upon termination of these Terms, you shall cease all use of the Video Creation Tool. This Section 6 (Termination) and Sections 5 (Intellectual Property Rights), 7 (Warranty Disclaimers), 8 (Indemnification. Limitation of Liability) and 9 (General) shall survive termination of these Terms.
Warranty Disclaimers. TO THE EXTENT PERMITTED BY LAW, COMEET (ITS AFFILIATES, LICENSORS, PARTNERS, VENDOR AND SERVICE PROVIDERS) DOES NOT WARRANT, ENDORSE OR GUARANTEE THE CONTENT, WEBSITE, VIDEO CREATION TOOL, VIDEO CLIP, AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY WITH RESPECT TO, AND DISCLAIMS ALL LIABILITY FOR, ANY SUCH CONTENT, WEBSITE, VIDEO CREATION TOOL, VIDEO CLIP. YOU SPECIFICALLY ACKNOWLEDGE THAT COMEET (ITS AFFILIATES, LICENSORS, PARTNERS, VENDOR AND SERVICE PROVIDERS) SHALL NOT BE RESPONSIBLE FOR THE CONTENT OR CONDUCT (INCLUDING DEFAMATORY, OFFENSIVE, ILLEGAL OR NEGLIGENT CONDUCT) OF YOUR INFORMATION INPUTTED TO THE VIDEO CLIP AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. THE WEBSITE, VIDEO CREATION TOOL AND/OR VIDEO CLIP ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. COMEET (ITS AFFILIATES, LICENSORS, PARTNERS, VENDOR AND SERVICE PROVIDERS) HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. COMEET (ITS AFFILIATES, LICENSORS, PARTNERS, VENDOR AND SERVICE PROVIDERS) DOES NOT GUARANTEE THAT THE WEBSITE, VIDEO CREATION TOOL AND/OR THE VIDEO CLIP WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE WEBSITE AND/OR VIDEO CREATION TOOL MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT COMEET (ITS AFFILIATES, LICENSORS, PARTNERS, VENDOR AND SERVICE PROVIDERS) WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. COMEET MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING THE EFFECTIVENESS OF THE WEBSITE, VIDEO CREATION TOOL AND/OR THE VIDEO CLIP OR TIMELINESS OF THE WEBSITE, VIDEO CREATION TOOL AND/OR THE VIDEO CLIP IN MEETING YOUR OBJECTIVES.
Indemnification. Limitation of liability. You agree to indemnify, defend and hold harmless Comeet and its officers, directors, employees, successors, assigns, partners and licensors from any and all losses, liabilities, damages and claims, and all related costs and expenses (including reasonable legal fees) arising from, in connection with, or based on any claim for (i) damages caused, arising out, or related to, the Content inputted to the Video Creation Tool and/or your use of the Website, Video Creation Tool and/or the Video Clip; (ii) your violation of any law or the right of a third party (including, without limitation, infringement of any copyright, trade secret or other proprietary right as a result of the use or generation of the Video Clip); and/or (iii) any breach of these Terms. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, COMEET (ITS AFFILIATES, LICENSORS, PARTNERS, VENDOR AND SERVICE PROVIDERS) SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE WEBSITE, VIDEO CREATION TOOL AND/OR VIDEO CLIP, EVEN IF COMEET HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMEET (ITS AFFILIATES, LICENSORS, PARTNERS, VENDOR AND SERVICE PROVIDERS) FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE WEBSITE, VIDEO CREATION TOOL AND/OR VIDEO CLIP EXCEED THE TOTAL AMOUNT OF FEES, IF ANY, PAID BY YOU TO COMEET FOR USING THE SITE DURING THE 3 MONTHS PRIOR TO BRINGING THE CLAIM OR TEN (10) DOLLARS.
General. To the fullest extent permissible by law, we reserve the right, at our discretion, to modify and replace any information, specifications, features or functionalities of the Video Creation Tool, as well as any user interface, of the Video Creation Tool. Comeet may from time to time update or revise these Terms. If Comeet updates or revises these Terms, Comeet will post the updated or revised Terms on the Website or in any other manner chosen by Comeet at its commercially reasonable discretion and your continued use of the Video Creation Tool thereafter means that you accept those changes to these Terms. You and Comeet are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and Comeet. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of Comeet. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Comeet without restriction or notification to you. Comeet reserves the right to discontinue or modify any aspect of the Website and the Video Creation Tool at any time. These Terms and the relationship between you and Comeet shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflict of laws. You agree to submit to the personal and exclusive jurisdiction of the courts located in New York County in the State of New York and waive any jurisdictional, venue, or inconvenient forum objections to such courts, provided that Comeet may seek injunctive relief in any court of competent jurisdiction. These Terms shall constitute the entire agreement between you and Comeet concerning the Website, Video Creation Tool and/or Video Clip. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.