PLEASE READ THE TERMS AND CONDITIONS OF THIS MASTER SERVICES AGREEMENT, TOGETHER WITH THE VIDSWAP DATA PROCESSING AGREEMENT (DEFINED BELOW) (TOGETHER, “AGREEMENT”) CAREFULLY BEFORE ACCESSING THE SERVICES (DEFINED BELOW). THIS AGREEMENT CONSISTS OF THE TERMS AND CONDITIONS WHICH GOVERN YOUR (“YOU” OR “CUSTOMER”), ACCESS TO AND USE OF VIDSWAP’S (“VIDSWAP”, “WE”, “US”, OR “OUR”) SERVICES AND CONSTITUTES A BINDING AGREEMENT BETWEEN YOU AND VIDSWAP. BY CLICKING “I ACCEPT” BELOW OR BY ACCESSING OR USING THE SERVICES IN ANY WAY OR MANNER (OR, IF APPLICABLE, YOUR WRITTEN AGREEMENT WITH US), YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IN ANY EVENT, REFERENCES HEREIN TO “YOU” MEANS YOU OR SUCH ENTITY YOU ARE REPRESENTING (AS THE CASE MAY BE). IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU SHOULD NOT ACCESS OR USE THE SERVICES. IF YOU ARE BEING INVITED TO USE THE SERVICES BY A CUSTOMER, THE AGREEMENT GOVERNS YOUR ACCESS AND USE OF THE SERVICES.

We may unilaterally change or add to the terms of this Agreement at any time. In the event of a material change, We shall notify you via email or by means of a prominent notice on our website. You should check our website periodically and review changes to the Agreement at the following URL: https://legal.vidswap.com.. By continuing to use the Services following such modifications, you agree to be bound by such modifications.

1. Definitions. For purposes of this Agreement the following capitalized terms shall have the following meaning:

1.1. “Authorized Users” means any employee, contractor, representative, or other person acting on Customer’s behalf who is authorized by Customer to use the Services and who has been supplied with access to the Services.

1.2. Effective Date” means the date opening of your Account (as defined below) or as otherwise indicated in a specific notice from the Company.

1.3. “Generated Video” means the video of sports events uploaded by Customer and processed on the VidSwap platform, which may generate an auto-produced video for the sporting event (which service is available through use of Pixellot cameras), which may include sport highlights and/or coaching analysis, depending on which services are purchased by Customer. 

1.4. “Intellectual Property Rights” means all worldwide, whether registered or not (a) patents, patent applications and patent rights; (b) rights associated with works of authorship, including copyrights, copyright applications, copyright restrictions, mask work rights, mask work applications and mask work registrations; (c) trademarks, trade names, Services marks, logos, domain names, goodwill and trade dress; (d) rights relating to the protection of trade secrets and confidential information; (e) rights analogous to those set forth herein and any other proprietary rights relating to intangible property; and (f) divisions, continuations, renewals, reissues and extensions of the foregoing (as applicable) now existing or hereafter filed, issued, or acquired.

1.5. "Services” means VidSwap’s proprietary technology services for the  use of live streaming, game and player analytics, video exchange with other teams, instant replay  including any and all functionalities, application programming interface and tools offered as part of the services, offered online and via a mobile application and including updates and upgrades. 

2. Account and Services.

2.1. Unless otherwise provided hereunder, in order to register to the Services for the first time, we create an account for you (“Account”). When using your Account, you: (i) agree to provide us with accurate, complete, and current registration information about yourself; (ii) acknowledge that it is your responsibility to ensure that your password remains confidential and secure; (iii) agree that you are fully responsible for all activities that occur under your Account and password, including any integration or any other use of third party products or services (and associated disclosure of data) in connection with the Services; and (iv) undertake to promptly notify us in writing if you become aware of any unauthorized access or use of your Account and/or any breach of this Agreement. We may assume that any communications we receive under your Account have been made by you. Customer will be solely responsible and liable for any losses, damages, liability and expenses incurred by us or a third party, due to any unauthorized usage of the Account by either you or any third party.

2.2. The features and functionalities available to you are determined by the respective Subscription Plan  (as defined below) governing your Account. 

2.3. If you signed up for a Subscription (as defined below) using your corporate email domain, your organization shall be deemed to be the Customer, and Customer can modify the settings of the Account and otherwise exercise its rights under the Agreement.

2.4. You are solely liable and responsible for understanding the settings, privileges and controls for the Services. 

2.5. You may have the option to upload video or photo content to VidSwap’s platform. Content that you upload to the VidSeap platform may be used and/or processed by VidSwap or any party on its behalf, as part of the Services. Should you choose to upload any content and/or create content to be used on   VidSwap’s platform, you agree that   such content may be viewed and/or used by VidSwap or any party on its behalf to provide the Services.

2.6. Customer will (a) inform Authorized Users of all Customer policies and practices that are relevant to their use of the Services; and (b) ensure the transfer and processing of any content under the Agreement and use of Services is lawful.

2.7. We may add, modify or discontinue any feature, functionality or any other tool, within the Services, at our own discretion and without further notice, which will not adversely affect your use of the Services.

Services are intended only for access and use by individuals at least thirteen (13)  years old. By accessing or using any of the Services, you warrant and represent that all Authorized Users are at least thirteen (13) years of age.

3. Subscription Term.

3.1. Our order form may be sent to you by email and signed by digital signature(the “Subscription Form”). Such Subscription Form will list, at the least, the Services ordered, subscription plan, term and the associated fees.

3.2. The Services are provided on a subscription basis for the term specified in your Subscription Form, in accordance with the respective subscription plan purchased under such Subscription Form (the “Subscription Term” and the “Subscription Plan”, respectively, and collectively the “Subscription”).

4. Subscription Fees.         

4.1. In consideration for the provision of the Services, you shall pay us the applicable fees per the purchased Subscription Plan, as set forth in the applicable Subscription Form (the “Subscription Fees”). Unless indicated otherwise, Subscription Fees are stated in US dollars. Your hereby authorize us, either directly or through our payment processing service, to charge such Subscription Fees via your selected payment method, upon due date. We reserve the right to change the Subscription Fees at any time. In the event of failure to collect the Subscription Fees owed by you, we may, at our sole discretion (but shall not be obligated)  retry to collect at a later time, and/or suspend or cancel the Account, without notice. The Subscription Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and services tax, etc.), levies, or duties, which may be imposed in respect of this Agreement and the purchase or sale, of the Services hereunder (the “Taxes”), except for Taxes imposed on our income. If you are located in a jurisdiction which requires you to deduct or withhold Taxes or other amounts from any amounts due to us, please notify us, in writing, promptly and we shall join efforts to avoid any such Tax withholding, provided, however, that in any case, you shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the Subscription Fees, payable by you.

4.2. During the Subscription Term, you may upgrade your Subscription Plan by either: (i) upgrading to a Subscription Plan with a higher volume of Services and/or videos; (ii) adding add-on features and functionalities; and/or (iii) upgrading to a longer Subscription Term (collectively, “Subscription Upgrades”). Some Subscription Upgrades or other changes may be considered as a new purchase, hence will restart the Subscription Term and some will not, as indicated within the Services and/or the Subscription Form. Upon a Subscription Upgrade, you will be billed for the applicable increased amount of Subscription Fees, at our then-current rates (unless indicated otherwise in an Subscription Form), either: (1) prorated for the remainder of the then-current Subscription Term, or (2) whenever the Subscription Term is being restarted due to the Subscription Upgrade, then the Subscription Fees already paid by you will be reduced from the new upgraded Subscription Fees, and the difference shall be due and payable by you upon the date on which the Subscription Upgrade was made.

4.3. We shall have the right, including without limitation, where we, at our sole discretion, believe that you have misused the Services, or that there is a risk of harm to us, the Services, Authorized Users, or any third parties to impose additional restrictions as for the upload, storage, and use of the Services. 

4.4. Unless indicated otherwise in a written instrument between the parties, the Subscription shall not automatically renew, and you shall receive a 21 days' notice prior to the end of your Subscription Term.

4.5. Any credits (which are purchased as part of your Subscription Plan and translate into Generated Video) that may accrue to your Account, for any reason (the “Credits”),  which are not fully used in a given Subscription Term, shall expire. Credits shall have no monetary value,  nor exchange value, and will not be transferable or refundable.

5. Transactions.

5.1. Subscription Fees may be payable by check or via an on-line payment processor. In order to pay the Subscription Fees, you shall be required to supply certain information including, without limitation, information about your method of payment (such as your payment card number and expiration date) and your billing address.            

5.2. By submitting such information, you grant VidSwap the right to provide such information to a third-party Services provider (the “Services Provider”) for purposes of facilitating the completion of payment processing of Subscription Form initiated by you or on your behalf (“Transaction”). Verification of information may be required prior to the acknowledgment or completion of any Transaction.       

5.3 By using the Services Provider’s online credit card facilities, you accept and consent to your personal data being provided to the Services Provider for sole purpose of offering and administering the online payment. 

5.4. When you complete the online payment form, funds will be deducted from your credit card in accordance with the terms of the applicable payment page on our website. All payments are debited to VidSwap. Due to the way Transactions are processed by the Services Provider, there may be delays of 1-3 days in updating your payment in VidSwap's records. 

5.5. Our Services Provider accepts the following cards: Visa, Mastercard, American Express. Credit card payments are secure:

        5.5.1. Transactions will be processed directly by our Services Provider using Secure Socket Layer (SSL) technology;

        5.5.2. Credit card numbers are protected with a high level of encryption when transmitted over the Internet;

        5.5.3. VidSwap does not store in any way your credit card details.                                            

5.6. Confirmation:                                       

        5.6.1. If successful, you will receive a confirmation notice of your completed payment. VidSwap will confirm your payment details via email.

        5.6.2. If unsuccessful, you will be advised that your payment has failed. VidSwap will not be advised why a payment has failed; therefore, you should contact your credit card provider for details.

        5.6.3. If your payment fails, please arrange an alternative payment method promptly to ensure continuous use of VidSwap's services and products.

5.7. Our Services Provider may call or text by telephone regarding your Transactions. You agree that we or the Service Provider may place such calls or texts using an automatic dialing/announcing device. You agree that we or the Service Provider may make such calls or texts to a mobile telephone or other similar device. 

5.8. With respect to your online Transaction(s), you represent and warrant that:                      

        5.8.1. Any payment may only be made by a person who is at least eighteen (18) years of age, or the age of legal majority in your jurisdiction (if different than 18);                      

        5.8.2. You have the legal right to use any payment card(s) or other payment method(s) utilized in connection with any Transaction;

        5.8.3. The information supplied by you is true and correct.        
                                                                                    

5.9. All Transactions shall be carried out in accordance with applicable laws, including without limitation the cancellation of any payment which shall be subject to applicable contractual provisions (if any) and the provisions of the applicable consumers' protection law, as may apply in your country or region.

5.10. If, at any time, we record a decline, chargeback or other rejection of a charge of any due and payable Subscription Fees on your Account (“Chargeback”), this will be considered as a breach of your payment obligations hereunder, and your use of the Services may be disabled or terminated and such use of the Services will not resume until you re-subscribes for any such Services, and pay any applicable Subscription Fees in full, including any fees and expenses incurred by us for each Chargeback received (including handling and processing charges and fees incurred by the payment processor), without derogating from any other remedy that may be applicable to us under this Agreement or applicable law.

6. Refund Policy

Annual Subscription Fees shall be due and payable in accordance with the payment terms of your Subscription Plan (e.g., advance payment or monthly installments) and annual Subscription Fees may not be cancelled or refunded, unless otherwise determined by VidSwap at its full and complete discretion. Each Subscription shall be for a minimum of one year and all amounts due for each annual subscription shall be due and payable by you regardless of any request to cancel or terminate, unless VidSwap fails to deliver Services as offered  on our Website.

7. Ownership. 

    7.1. VidSwap or its licensors (as applicable) own all right, title, and interest in and to the Services, including without limitation any and all data, computer code, UI, design and structure, and all modifications, enhancements and derivatives thereof and all Intellectual Property Rights related thereto (“VidSwap IPR”). You acknowledge that you did not and shall not acquire any rights in any part of the VidSwap IPR.

    7.2. We do not claim ownership over the Generated Videos that you create, upload to or post on or through the Service. As between Customer and VidSwap, Generated Videos shall belong to Customer.

    7.3. When you use the Services to upload content, you represent and warrant to us that:

        7.3.1. You are the rightful owner of all rights to such uploaded content, or are lawfully licensed by all the rightful owners to upload to, and post such uploaded content on, the Service;

        7.3.2. You are lawfully entitled to grant us the licenses in and to such uploaded Content, as contemplated by this Agreement. 

        7.3.3. You lawfully obtained the consent of all individuals depicted, shown or referred to in the uploaded content, to include them in the Generated Videos and to use the Generated Videos for the purposes and in the manner contemplated by this Agreement. With respect to minors depicted, shown or referred to in the Generated Videos, you lawfully obtained the consent of their parents or legal guardians, as well as such minors approval; 

        7.3.4. Creating the Generated Videos, uploading it to and posting it on the Service, does not infringe any rights of third parties, including intellectual property rights, privacy rights and publicity rights.

        7.3.5. Subject to your rights and undertakings under the Privacy Policy, by posting or uploading content on or to the Service, you grant us a royalty-free, free-of-charge, worldwide, non-exclusive, sub-licensable and transferrable, license to use such uploaded content (including commercial use as well as copying, distributing, posting and making derivative works), on or through the Services for the purpose of providing you the Services, for as long as you have not deleted such uploaded content from the Services. You further waive all moral rights and rights of attribution with respect to our creating of your Generated Videos.

        7.3.6. You confirm that the content you upload may be available to other users of Pixellot as well as additional internet users who receive a link to view the Generated Video. You confirm that the content you upload may be used to create marketing content, such as highlight, and made available to third parties as part of a Pixellot/Vidswap marketing campaign.

8. Customer Obligations and Limitations.

8.1 You will designate a specific person or persons authorized by you to manage and support the Account, including the creation of usernames and passwords for Authorized Users. You are solely responsible for maintaining the status of your Authorized Users and for all the activity of such Authorized Users and their use of the Account. You and your Authorized Users will maintain the confidentiality of all usernames, passwords, access, and account information under their control. Except to the extent caused by our breach of this Agreement, we are not responsible for unauthorized access to the Account. You will contact us promptly if (i) Account information is lost, stolen, or disclosed to an unauthorized person; (ii) you reasonably believes that the Account has been compromised, including any unauthorized access, use, or disclosure of account information; or (iii) any other breach of security in relation to your passwords, usernames, access information, or our Services that may have occurred or is reasonably likely to occur.   

You shall not (and shall not allow any third party to) (i) copy, reproduce, sell, license (or sub-license), lease, loan, assign, transfer, or pledge the Services or any part thereof, or otherwise permit any third party to do any of the foregoing; (ii) modify, copy, display, disassemble, decompile, reverse engineer, revise or enhance or republish or create any derivative works or otherwise merge or utilize all or any part of the Services with or into any third party materials or components or attempt to access or discover the Services’ source code; (iii) place the Services onto a server so that it is accessible via a public network or use the Services for timesharing or for Services bureau purposes; (iv) transfer, or export the Services or any component thereof or use the Services in any manner prohibited by law, including without limitation to, sell, distribute, export or download Services: (a) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Lebanon or Syria, (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, (c) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. or Israeli government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval, or (d) otherwise in violation of any export or import restrictions, laws or regulations of the U.S. or Israel or any foreign agency or authority.  Customer agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list; (v) contest VidSwap's Intellectual Property Rights to the VidSwap IPR; (vi) use the Services for any illegal activity or immoral purposes; (vii) remove or add any labels, notices or logos to the Services or from the Generated Videos; (viii) perform any act or be responsible to any omission that is illegal or in VidSwap's discretion jeopardizes, destabilizes, interrupts or encumbers the Services and/or VidSwap's network or their servers and/or has a detrimental impact on VidSwap and/or VidSwap IPR and/or VidSwap's network; (ix) access any Services and/or its servers through or use with the Services any unauthorized means, services or tools, including, without limitation, any data mining, robots, or similar automated means or data gathering and extraction tools, including, without limitation, in order to extract for re-utilization of any parts of the Services; (x) interfere with or disrupt the integrity or performance of the Services and/or VidSwap's network or the data contained therein; (xi) use the Services for any purpose other than as permitted by this Agreement; (xii) utilize the Services in any way that violates any applicable national or international law or regulation; (xiii) use the Services for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content or otherwise; (xiv) use the Services for the purpose of adult entertainment and/or other incriminating content; (xv) use the Services to create content for TV broadcasting, without explicit permission from us; (xvi) use the Services to transmit, or procure the sending of, any profanity, political content, abusive content, inappropriate ads, self-harm or any opinion that may incite controversy; (xvii) use the Services in any way that infringes upon the rights of others, or in any way is illegal, threatening, fraudulent, or harmful, or in connection with any unlawful, illegal, fraudulent, or harmful purpose or activity; (xviii) use the Services to engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of Services, or which, as determined by us, may harm or offend us or users of Services or expose them to liability; (xiv) use the Services in any manner in order to train other AI platforms/technologies; and (xv) use the platform for any content not generated by VidSwap or Pixellot. 

If you have any question regarding whether your use of the Services could violate this Agreement, you should immediately contact us at support@vidswap.com with your inquiry prior to take such action.

You are solely responsible for acquiring and maintaining all of the hardware, software and services necessary to access and make use of the Services, including without limitation paying all fees and other costs related to internet access. You shall use the Services in accordance with all applicable laws and regulations.

9. Feedback.

We appreciate hearing from our users and welcome your comments regarding the Services. Notwithstanding anything to the contrary herein, please be advised, however, that if you send us ideas, suggestions, inventions, or materials regarding the Services ("Feedback"), We shall: (i) own all right, title and interest in and to the Feedback without any restriction; (ii) not be subject to any obligation of confidentiality; and (iii) be entitled to unrestricted use of the Feedback for any purpose whatsoever, without compensation or credit to you or any other person. 

10. Disclaimer.

10.1. NOTWITHSTANDING ANY OTHER PROVISION TO THE CONTRARY, THE SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND. VIDSWAP DOES NOT PROVIDE ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RELIABILITY, TIMELINESS AND/OR ACCURACY.  

10.2. VIDSWAP DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE AND DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES.

10.3. VidSwap shall not be liable for the quality of the videos taken or uploaded to the VidSwap platform. Users are liable for placement and use of cameras and quality of the videos uploaded for processing by VidSwap. Analytics often depend on the angle and location of a camera and quality of a video. Users shall receive instructions on camera placement but VidSwap cannot  guarantee nor shall it be liable for accurate analytics if camera location and video quality are prevent the optimal performance of the Services. Online and remote training to create optimal content for the VidSwap platform may be available to you. Please contact support@vidswap.com to inquire about our training sessions.

11. Confidential Information and Privacy. 

You may have access to certain non-public or proprietary information or materials of VidSwap whether in tangible or intangible form (“Confidential Information”). You shall use the Confidential Information solely for the purpose of performing your obligations and/or exercising your rights under this Agreement and you shall not disclose or make available the Confidential Information to any third party, except to your employees (if any) that have a need to know such information and that are bound by obligations at least as protective as provided herein. You shall take measures at a level at least as protective as those taken to protect your own confidential information of like nature (but in no event less than a reasonable level) to protect the Confidential Information. You will promptly notify VidSwap in writing in the event of any actual or suspected unauthorized use or disclosure of any Confidential Information. VidSwap may  Customer personal information  (“Customer Data”) as described in the VidSwap privacy policy, as may be amended from time to time by VidSwap,  available at: https://legal.vidswap.com (“Privacy Policy”). Customer Data shall only be processed by VidSwap in accordance with the VidSwap Data Protection Agreement available at: https://legal.vidswap.com.

12. Limitation of Liability

EXCEPT FOR MISAPPROPRIATION OF VIDSWAP’S INTELLECTUAL PROPERTY RIGHTS, UNDER NO CIRCUMSTANCES WILL EITHER PARTY OR ITS AFFILIATES, SHAREHOLDERS, DIRECTORS, AGENTS, EMPLOYEES, LICENSORS OR SUPPLIERS (“AFFILIATE”) BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS IN CONNECTION WITH THIS AGREEMENT AND/OR THE SERVICES  EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VIDSWAP’S AND ITS AFFILIATES’ AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR OTHERWISE SHALL NOT EXCEED THE PAYMENTS MADE TO VIDSWAP BY CUSTOMER DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT THAT GAVE RISE TO SUCH CLAIM.

13. Support and Maintenance

13.1. During the applicable Subscription Term, we, either directly or with the assistance of third parties, will endeavor to provide you technical support for technical questions, problems and inquiries regarding the Service through the support channels indicated on our website at https://help.vidswap.com.

13.2. We will attempt to respond to your technical questions, problems and inquiries within a reasonable time. However, we make no warranties to any specific response-time or to the successful or satisfactory resolution of the question, problem or inquiry.

13.3. For the purpose of providing technical support, you will cooperate, and work closely with us, to reproduce malfunctions, including conducting diagnostic or troubleshooting activities, as we reasonably request.

14. Term and Termination.

This Agreement is in full force and effect, commencing upon the Effective Date, until the end of the Subscription underlying the Account, unless terminated otherwise in accordance with this Agreement.

We may suspend your Account and the Services, immediately upon written notice to you,  if you are in breach of this Agreement or become insolvent or if we determine or believe that you are in breach of this Agreement, and  if you do not remedy or cure such breach or prove solvency within 10 days of the written notice, we may terminate your Account immediately after such notice period.

You may terminate the Services and this Agreement, upon written notice, in case that (a) VidSwap is in material breach of this Agreement and to the extent,  curable, fails to cure such breach, within a reasonable cure period, which shall not be less than 10 days following a written notice from you; or (b) VidSwap ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 45 days.

You may terminate your Subscription to the Services by  terminating the Services and/or deleting the Account, whereby such termination shall not derogate from your obligation to pay applicable Subscription Fees. Unless mutually agreed otherwise by you and us in a written instrument or as explicitly stated hereunder, the effective date of such termination will take effect at the end of the then-current Subscription Term, and your obligation to pay the Subscription Fees throughout the end of such Subscription Term shall remain in full force and effect, and you shall not be entitled to a refund for any pre-paid Subscription Fees.

Upon termination or expiration of this Agreement, your Subscription and all rights granted to you hereunder shall terminate. 

Without derogating from our termination rights above, we may decide to temporarily suspend the Account (including any access thereto) and/or our Service, in the following events: (i) we believe, at our sole discretion, that you or any third party, are using the Services in a manner that may impose a security risk, may cause harm to us or any third party, and/or may raise any liability for us or any third party; (ii) we believe, at our sole discretion, that you or any third party, are using the Services in breach of this Agreement or applicable law; or (iii) your payment obligations, in accordance with this Agreement, are or are likely to become, overdue. The afore-mentioned suspension rights are in addition to any remedies that may be available to us in accordance with this Agreement and/or applicable law.

15. General.

15.1. Survival. The following Sections: ‎7-‎12, ‎14‎, and 15  shall survive the termination or expiration of this Agreement, and continue to be in force and effect in accordance with their applicable terms.

15.2. Waiver; Remedies. Failure of a party to insist upon the performance by the other party of any term hereof shall not be deemed a waiver of the rights of the first-mentioned party with respect thereto. All waivers must be in writing.

15.3. Notices. All notices and other communications required or desired to be communicated by one party to the other shall be in writing and shall be deemed delivered immediately when sent by email (with written confirmation of receipt), or delivered by hand or five (5) days after mailing by registered mail to the respective addresses set forth at the head of the Agreement. Provided, however, that any notice of change of address shall be effective only upon receipt.

15.4. Assignment. You shall not assign, or otherwise transfer your rights or obligations under this Agreement without our prior, express, written approval. Any attempted assignment in derogation hereof shall be null and void. We may assign freely this Agreement in whole or in part without your consent.

15.5. Relationship of the Parties. The relationship established between the parties by this Agreement is solely that of independent contractors. Neither party shall be deemed to be an agent or legal representative of the other party and no employee of either party shall be considered to be an employee of the other party for any purposes whatsoever. Neither party shall be liable for any expenses incurred by the other party which arise out of or in connection with the Agreement.

15.6. Entire Agreement. This Agreement and the Privacy Policy, including the Subscription Forms, sets forth the entire agreement and understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior discussions, agreements, representations and understandings between them.

15.7. Governing Law and Jurisdiction. This Agreement and any action related thereto shall be governed, controlled, interpreted and defined by and under the laws of the State of New York. The exclusive jurisdiction and venue of any action with respect to the subject matter of this Agreement shall be the competent courts of the State of New York and each of the parties hereto submits itself to the exclusive jurisdiction and venue of such courts for the purpose of any such action. The United Nations Convention for the International Sale of Goods is expressly excluded from this Agreement.

15.8. Severability. Any provision of this Agreement prohibited by, or unenforceable under applicable law shall be ineffective to the extent of such prohibition and shall be replaced by an enforceable provision to the same or the nearest possible equivalent effect. Notwithstanding the foregoing, the other provisions hereof shall continue in effect unless the ineffectiveness of any provision shall substantially affect the consideration received by either party hereunder.

15.9. Force Majeure. With the exception of payment obligations, neither party shall be liable to the other for delays or failures in performance resulting from causes beyond the reasonable control of that party, including, but not limited to, acts of God, labor disputes or disturbances, material shortages or rationing, riots, acts of war, governmental regulations, pandemics, communication or utility failures.

15.10. Aggregate Data. Notwithstanding anything to the contrary, VidSwap may use, retain and transfer aggregate data in respect of the use of the Services, for any purpose and without any restrictions or payment obligations.

15.11. No Third Party Beneficiaries. No provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity other than Customer and VidSwap any rights, remedies or other benefits under or by reason of this Agreement.

15.12. Name and Logo. VidSwap may use your name and logo on its website and in its promotional materials.

If you have any further questions or require further clarification, please contact us by sending an e-mail to support@vidswap.com.