vidIQ, Inc. (“vidIQ”) provides its Service (as defined below) to you through its website located at http://www.vidiq.com (the “Site”), subject to this Terms of Service agreement (“TOS”). By accepting this TOS or by accessing or using the Service or Site, you acknowledge that you have read, understood, and agree to be bound by this TOS. If you are entering into this TOS on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity and its affiliates to this TOS, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use the Service.
vidIQ may change this TOS from time to time. If we do this, we will post the changes to this TOS on this page and will indicate at the top of this page the date these terms were last revised. We will also notify you, either through the Service user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Service or changes made for legal reasons will be effective immediately. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new TOS.
Description of Service. The “Service” includes (a) the Site, (b) vidIQ’s services and related technologies for optimizing and managing your YouTube channel(s), and (c) any software, data, reports, text, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”). Any new features added to or augmenting the Service are also subject to this TOS.
Subject to the terms and conditions of this TOS, you may access and use the Service only for lawful purposes. All rights, title and interest in and to the Service and its components will remain with and belong exclusively to vidIQ. You shall not (a) display, distribute, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sublicense, sell, resell, rent, lease, transfer, assign, time share or otherwise make the Service available to any third party; (b) use the Service in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Service or its components or otherwise violates our AUP (as defined below), or (c) modify, adapt or hack the Service to, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks. You shall comply with any codes of conduct, policies or other notices vidIQ provides you or publishes in connection with the Service, and you shall promptly notify vidIQ if you learn of a security breach related to the Service.
In addition to (and without limiting the generality of) the other terms and conditions of this TOS, you hereby agree to comply with vidIQ’s acceptable use policy (“AUP”), as described in this section. You will not use the Service to (or assist another person to):
Recognizing the global nature of the Internet, you agree to comply with all local rules and laws regarding your use of the Service, including as it concerns online conduct and acceptable content. You agree not to access the Service by any means other than through the interface that is provided by vidIQ for use in accessing the Service. Any rights not expressly granted herein are reserved and no license or right to use any trademark of vidIQ or any third party is granted to you in connection with the Service.
You are solely responsible for all videos, audio, data, information, feedback, suggestions, text, content and other materials that you upload, post, deliver, publish, provide or otherwise link, transmit or store (hereafter “post(ing)”) in connection with or relating to the Service (“Your Content”). You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. vidIQ reserves the right to access your account in order to respond to your requests for technical support. By posting Your Content on or through the Service, You hereby do and shall grant vidIQ a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Service. vidIQ has the right, but not the obligation, to monitor the Service, Content, or Your Content. You further agree that vidIQ may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.
You understand that the operation of the Service, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; (c) transmission to vidIQ’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Service and (d) transmission to certain Third-Party Services (as defined in below). Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. vidIQ will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
The failure of vidIQ to exercise or enforce any right or provision of this TOS shall not be a waiver of that right. You acknowledge that this TOS is a contract between you and vidIQ, even though it is electronic and is not physically signed by you and vidIQ, and it governs your use of the Service and takes the place of any prior agreements between you and vidIQ. If any provision of this TOS 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 TOS remain in full force and effect.
vidIQ reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on vidIQ’s website and in other communication with existing or potential vidIQ customers. To decline vidIQ this right you need to email support@vidIQ.com stating that you do not wish to be used as a reference.
The Service enables linking between various online third-party services, including YouTube (“Third-Party Services”). To take advantage of these feature and capabilities, we may ask you to authenticate, register for or log into Third-Party Services through the Service or on the websites of their respective providers. For more information about the implications of activating these Third-Party Services and vidIQ’s use, storage and disclosure of information related to you and your use of Third-Party Services within vidIQ, please see the Section 14 (Privacy), below. However, please remember that the manner in which Third-Party Services use, store and disclose your information is governed solely by the policies of such third parties.
The Service may provide, or third parties may provide, links or other access to other sites and resources on the Internet (including without limitation Third-Party Services). vidIQ has no control over such sites and resources and vidIQ is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that vidIQ will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. Any dealings you have with third parties found while using the Service are between you and the third party, and you agree that vidIQ is not liable for any loss or claim that you may have against any such third party.
Payment. To the extent the Service or any portion thereof is made available for any fee, you may be required to select a payment plan and provide vidIQ information regarding your credit card or other payment instrument. You represent and warrant to vidIQ that such information is true and that you are authorized to use the payment instrument. You hereby authorize vidIQ to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your account, and you further agree to pay any charges so incurred.
Representations and Warranties. You represent and warrant to vidIQ that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow vidIQ to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) Your Content and other activities in connection with the Service, and vidIQ’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (iv) you are eighteen (18) years of age or older.
Termination. You have the right to terminate your account at any time in accordance with the procedures set forth on the Site. vidIQ reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend or terminate your account (any part thereof) or use of the Service and remove and discard any of Your Content in the Service, for any reason, including if vidIQ believes that you have violated this TOS. vidIQ shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service. vidIQ will use good faith efforts to contact you to warn you prior to suspension or termination of your account by vidIQ. All of Your Content on the Service (if any) may be permanently deleted by vidIQ upon any termination of your account in its sole discretion. If vidIQ terminates your account without cause and you have signed up for a fee-bearing service, vidIQ will refund the pro-rated, unearned portion of any amount that you have prepaid to vidIQ for such Service. However, all accrued rights to payment and the terms of Sections 4.2 and 5-13 shall survive termination of this TOS.
DISCLAIMER OF WARRANTIES. THE SERVICE, INCLUDING THE SITE AND CONTENT, AND ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND VIDIQ EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT VIDIQ DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BY OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM VIDIQ OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL VIDIQ BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION, OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE to YOUR CLAIM or, IF NO FEES APPLY, one hundred ($100) U.S. dollars. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.
Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, VIDIQ’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Indemnification and Release. You shall defend, indemnify, and hold harmless vidIQ from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOS, any of Your Content, or your other access, contribution to, use or misuse of the Service. vidIQ shall provide notice to you of any such claim, suit or demand. vidIQ reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting vidIQ’s defense of such matter. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Arbitration. At vidIQ’s or your election, all disputes, claims, or controversies arising out of or relating to this TOS or the Service that are not resolved by mutual agreement may be resolved by binding arbitration to be conducted before JAMS, or its successor. Unless otherwise agreed by the parties, arbitration will be held in San Francisco, California before a single arbitrator mutually agreed upon by the parties, or if the parties cannot mutually agree, a single arbitrator appointed by JAMS, and will be conducted in accordance with the rules and regulations promulgated by JAMS unless specifically modified in this TOS. The arbitration must commence within forty-five (45) days of the date on which a written demand for arbitration is filed by either party. The arbitrator’s decision and award will be made and delivered within sixty (60) days of the conclusion of the arbitration and within six (6) months of the selection of the arbitrator. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory, direct damages set forth in this TOS and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under this TOS, and each party hereby irrevocably waives any claim to such damages. The arbitrator may, in his or her discretion, assess costs and expenses (including the reasonable legal fees and expenses of the prevailing part) against any party to a proceeding. Any party refusing to comply with an order of the arbitrators will be liable for costs and expenses, including attorneys’ fees, incurred by the other party in enforcing the award. Notwithstanding the foregoing, in the case of temporary or preliminary injunctive relief, any party may proceed in court without prior arbitration for the purpose of avoiding immediate and irreparable harm. The provisions of this arbitration section will be enforceable in any court of competent jurisdiction.
Assignment. You may not assign this TOS without the prior written consent of vidIQ, but vidIQ may assign or transfer this TOS, in whole or in part, without restriction.
Governing Law. This TOS shall be governed by the laws of the State of California without regard to the principles of conflicts of law. Unless otherwise elected by vidIQ in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts located within San Francisco County, California for the purpose of resolving any dispute relating to your access to or use of the Service not subject to arbitration, as set forth above. 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 TOS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Privacy. When you interact with vidIQ through the Site or Services, we receive and store certain information, which is collected passively using various technologies. vidIQ may store such information itself or such information may be included in databases owned and maintained by vidIQ affiliates, agents or service providers. We may use such information and pool it with other information to track, for example, the total number of visitors to our Site, the number of visitors to each page of our Site, the domain names of our visitors’ Internet service providers, and how our users use and interact with the Service.
Notwithstanding anything to the contrary, vidIQ shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, Your Content and data derived therefrom), and vidIQ will be free to (i) use such information and data (during and after the term hereof) to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other vidIQ offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted by vidIQ except as expressly set forth herein.
vidIQ takes reasonable steps to protect any personally identifiable data (“Personal Data”) provided via the Services from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. However, no Internet, email or other electronic transmission is ever fully secure or error free, so you should take special care in deciding what information you post to the Services.
vidIQ is not in the business of selling your information. We consider this information to be a vital part of our relationship with you. There are, however, certain circumstances in which we may share your Personal Data with certain third parties without further notice to you, as set forth below:
DMCA. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. vidIQ will promptly process and investigate notices of alleged infringement and will take appropriate actions under the DMCA and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to vidIQ’s Copyright Agent at dmca@vidIQ.com (subject line: “DMCA” Takedown Request”). You may also contact us by mail or facsimile at:
Attention: Copyright Agent
665 3rd St.
San Francisco, CA 941087
Notice: To be effective, the notification must be in writing and contain the following information:
Counter-Notice: If you believe that the relevant Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such Content, you may send a written counter-notice containing the following information to the Copyright Agent:
If a counter-notice is received by the Copyright Agent, vidIQ will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at vidIQ’s sole discretion.
Repeat Infringer Policy: In accordance with the DMCA and other applicable law, vidIQ has adopted a policy of terminating, in appropriate circumstances and at vidIQ 's sole discretion, members who are deemed to be repeat infringers. vidIQ may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
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