Vilynx Terms of Service

Last Updated: September 11, 2012

IMPORTANT - PLEASE READ CAREFULLY PRIOR TO USING VILYNX - BY ACCESSING THE VILYNX SITE, OR AVAILING YOURSELF OF ITS SERVICES AND FUNCTIONALITY, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD IMMEDIATELY TERMINATE YOUR USE OF THE VILYNX SITE AND ITS SERVICES.

Welcome to Vilynx! Since we believe in making sure our users understand Vilynx throughout their experience, we believe it is important for you to read and understand these Terms of Service. The Vilynx solutions are owned and operated by Vilynx Inc. ("Vilynx"). These Terms of Service apply to your access to, and use of, Vilynx, your use of any video, digital media, media hosting services, other services provided on or through Vilynx (the "Services"), and to your purchase of any products ("Products") from Vilynx. These Terms of Service DO NOT, in any way, alter the terms or conditions of any other agreement you may have with Vilynx, except in the case of an express conflict between any such terms and conditions in which case the terms of such other agreement will control. Your use of Vilynx and the Services and your purchase of Products is expressly conditioned upon your agreement to these Terms of Use. You consent to Vilynx communicating with you about Vilynx, the Products and the Services by email and/or system messages, and if deemed necessary by Vilynx, by regular mail or telephone. Vilynx reserves the right to change any provision of these Terms of Service, and any other terms, policies or guidelines governing your use of the Site, at any time in its sole discretion. Such changes will be effective immediately upon posting such revisions on the Site. Vilynx will indicate at the top of these Terms of Service the date on which they were last updated and may, but need not, send a notice to the primary email address specified in your account. Your continued use of this Site and the Services, and the purchase of any Products, following the posting of such changes will confirm your acceptance thereof.

INTRODUCTION; LEVELS OF SERVICES

Vilynx is about making it easy to take, share, view and manage share raw, unedited video and edited video. Vilynx currently offers a Freemium model of service. Services may be offered by Vilynx.itself, or by one or more third party partner/service providers selected from time to time by Vilynx. Unless otherwise stated, these Terms of Service apply to all Services. All content and additional or replacement services made available through the Vilynx Site that were not made available as of the "Last Updated" date above shall automatically be deemed to be part of the "Services" when first made available through the Vilynx Site. USE OF SERVICE Subject to and expressly conditioned upon your continuous compliance with the terms and conditions within these Terms of Service, Vilynx grants you a limited, non-exclusive, fully revocable license to utilize the Site, avail yourself of the Services and purchase Products so long as (1) you are of legal age to form a binding contract and (2) you are not barred from using the Site, receiving any Services and/or purchasing any Products under the laws of the United States. In order to access and/or use the Service, you may be required to provide current accurate identification, contact and other information as part of the registration process and/or continued use of the Site and the Services, and you will be solely responsible for maintaining the accuracy and completeness of such information. You may also be provided with an account username, password and/or email address to access or use the Services, or to enable another to access, use and modify your account (the "Account Information"). You are responsible for all activities that occur under your account whether by you or by others, including activities of others to whom you have directly or indirectly provided your Account Information. You agree to immediately notify Vilynx upon becoming aware of any unauthorized use of your Account Information, account or any other breach of security. Vilynx will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your Account Information secure, and you agree to hold Vilynx harmless for the foregoing. You are solely responsible for obtaining all equipment and telecommunication services necessary to access the Site and the Services, and for all the fees associated therewith (such as computing devices, mobile devices and Internet service provider and airtime charges).

PRIVACY

Please refer to the Site's Privacy Policy for information on how we collect, use and disclose personal information from users of the Site. You understand and agree that Vilynx stores and processes your personal information on computers located in the United States.

YOUR USE OF USER INFORMATION

In the event that you at any time obtain access to any Vilynx user information, whether directly from Vilynx or otherwise, including user names and email addresses (collectively, "User Information"), you agree that you will not use any such User Information in any manner except as may be specifically authorized by Vilynx to carry out the purpose for which such User Information was provided. Without limiting the foregoing, you may not share any User Information with any third parties or use it for any marketing purposes of any kind. Further, you agree not to use such User Information in any manner that would be in violation of Vilynx’s Privacy Policy or applicable law. In no event will Vilynx be obligated to provide you with any such User Information. You agree that this provision shall apply both during and after the term of your use of the Site and the Services, and you agree to hold Vilynx harmless for any violation by you of the foregoing obligations.

USER CONTENT

The Site includes media hosting and storage services, discussion forums or other interactive areas in which you or other users may post or transmit video, digital media, text, music, messages, information or other content or materials (collectively, "User Content"). You are solely responsible for the User Content you post, transmit or view through the Site and the Services, and you agree not to post, transmit or otherwise publish through the Site any of the following: (a) User Content that is unlawful, defamatory, obscene, pornographic, indecent, lewd, sexually suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable or harmful; (b) User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, endanger national security, or that would otherwise create liability or violate any local, state, national or international law; (c) User Content that may infringe or violate any patent, trademark, trade secret, copyright or other intellectual or other proprietary right of any party; (d) User Content that impersonates any person or entity or misrepresents your affiliation with a person or entity; (e) Unsolicited promotions, political campaigning, advertising or solicitations; (f) Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security Numbers and credit card numbers; (g) Viruses, corrupted data or other harmful, disruptive or destructive files; and (h) User Content that, in the sole judgment of Vilynx, is objectionable, harmful or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Vilynx or its users to any harm or liability of any nature, including, but not limited to, any degradation, devaluation or other diminishment of the quality, character or value of Vilynx. Although Vilynx reserves the right to prohibit or otherwise restrict access and/or certain activities in these Terms of Service, Vilynx does not control and takes no responsibility or liability for any User Content or for any loss or damage thereto or resulting therefrom, or for the nature of the User Content you may encounter. You acknowledge and agree that your use of the Site and the Services, and your viewing, sharing or otherwise using any User Content, is solely at your own risk. You retain the copyright and other ownership rights of any User Content you post on the Site, all to the full extent of your rights therein. By uploading and/or posting any User Content to the Site, you hereby grant Vilynx a perpetual, nonexclusive, fully-paid, royalty-free, worldwide right and license to use all such User Content and the name that is submitted in connection with such User Content, as is reasonably necessary to display the User Content and to provide the Services, including, but not limited to, encoding and making multiple copies of your Content for online streaming and storage. You represent and warrant that (a) you own or otherwise control all of the rights to the User Content that you post or transmit, or you otherwise have the right to post, use, display, distribute and reproduce such User Content and to grant the rights granted herein; (b) the User Content you supply is accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these Terms of Service. will not violate any rights of or cause injury to any person or entity, and will not otherwise violate any applicable law.

ACCOUNTS

Certain activities on the Site require you to register and create an account. In order to create an account, you must be 18 years of age or older. By registering, you represent and warrant that you are over 18 and that all Account Information you provide is complete and accurate. In addition, you must be at least 13 to access the Site. By accessing the Site, you represent either that (1) you are 18 years of age or older and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations and warranties set forth in these Terms, and to abide by and comply with these Terms, or (2) you are 13 years of age or older and have obtained a parent's or legal guardian's consent to access the Site. The Company is committed to complying with the Children's Online Privacy Protection Act of 1998. Vilynx reserves the right to refuse service to anyone at any time, with or without cause, in its sole discretion. You agree to keep your registered email addresses and other Account Information current and complete as Vilynx may send important notices about your account or the Services to that email account. In order to cooperate with applicable legal requirements, governmental requests, subpoenas or court orders, to protect Vilynx's systems and users, or to ensure the integrity, continuity and quality of Vilynx's business and operations, Vilynx may access and disclose any information from your account it considers necessary or appropriate, including, without limitation, Account Information, User Information, User Content, IP addressing and traffic information and usage history. You consent to such disclosure and agree that Vilynx's right to disclose any such information as described above shall govern over any contrary terms in any agreement or policy of Vilynx. For information regarding other ways that Vilynx may use or disclose your Account Information, please see the Vilynx Privacy Policy.

ACCOUNT SECURITY

You are solely responsible for maintaining the confidentiality of your the password associated with your account and for restricting access to your password and to your computer while logged into the Site. You accept responsibility for all activities that occur under your account or from your computer, and you agree to hold Vilynx harmless with respect to such activities. Vilynx endeavors to use reasonable security measures to protect against unauthorized access to your account. Vilynx cannot, however, guarantee absolute security of your account, your User Content or the personal information we collect, nor can Vilynx guarantee that its security measures will prevent third-party "hackers" from illegally accessing the Site or its contents. You agree to immediately notify Vilynx of any unauthorized use of your account or password, or any other breach of security, and to accept all risks of unauthorized access to the Account Information and any other information you provide to Vilynx.

TERMINATION OF INACTIVE ACCOUNTS

Any free account may be terminated and/or deleted from the system by Vilynx in its sole discretion if it remains inactive for a period of one hundred twenty (120) or more days. Being "active" means visiting the site and signing in. Vilynx may, but need not, attempt to send you an email before it takes one of the foregoing actions.

INTERRUPTIONS OR DISCONTINUATION OF SERVICES

Vilynx reserves the right at any time, in its sole discretion and without notice, to suspend, modify, discontinue or permanently cancel the Services, or portions thereof; including making changes to any policies, features and terms applicable thereto. If the Services, or any part thereof, to which you have access are permanently discontinued or cancelled by Vilynx, Vilynx will have no further liability to you. In addition, there may be occasions when the Services are interrupted such as for maintenance, upgrades, system or equipment failure or otherwise. VILYNX WILL HAVE NO LIABILITY WHATSOEVER TO YOU FOR ANY COST, CLAIMS, DAMAGES OR ANY EXPENSES OF ANY KIND OR NATURE (LEGAL, EQUITABLE OR OTHERWISE) RESULTING OR ARISING FROM ANY INTERRUPTION, SUSPENSION, DISCONTINUANCE OR UNAVAILABILITY OF THE SERVICES FOR ANY REASON, OR FOR ANY LOSS OF OR INABILITY TO ACCESS ANY VIDEOS OR OTHER MEDIA OR MATERIALS STORED ON THE SITE. COPYRIGHT AND LIMITED LICENSE The Site and all video, digital media, code and other content and materials on the Site and the selection and arrangement thereof (collectively, but expressly excluding User Content, the "Site Materials") are the property of Vilynx or its licensors or users and are protected by United States and international copyright laws. Vilynx grants you a limited, non-sublicensable, revocable license to access and use the Site solely in accordance with, and subject to, the terms set forth in these Terms of Service and any other applicable terms or agreements you may enter into with Vilynx. Except as otherwise expressly permitted in writing, the license does not include, and you agree to refrain from: (a) the collection, copying or distribution of any portion of the Site or the Site Materials; (b) any resale, commercial use, commercial exploitation or distribution of the Site Materials; (c) modifying or otherwise making any derivative uses of the Site or any of the Site Materials; (d) scraping or otherwise using any data mining, robots or similar data gathering or extraction methods; (e) with the exception of your own videos and digital media, or others' videos and digital media available for download, the downloading of any portion of the Site, the Site Materials or any information contained therein; or (f) any use of the Site or the Site Materials other than for their intended purposes. Any use of the Site or of any Site Materials other than as specifically authorized herein, without the express prior written permission of Vilynx or the content owner, is strictly prohibited and will constitute a breach of the license granted herein and may result, in addition to any other right or remedy available to Vilynx, in immediate termination of your account(s).

REPEAT INFRINGER POLICY

In accordance with the Digital Millennium Copyright Act and other applicable law, Vilynx has adopted a policy of terminating, in appropriate circumstances and at Vilynx’s sole discretion, account holders who are deemed to be repeat copyright infringers. Vilynx may also, at its sole discretion, limit access to the Site and/or terminate any account holders who infringe any intellectual property rights of others, whether or not there is any repeat infringement. The foregoing are in addition to, and not in lieu of, any other right or remedy available to Vilynx. TRADEMARKS, TRADE NAMES, LOGOS AND OTHER TRADE DRESS "VILYNX", "Vilynx", the Vilynx logo, the look and feel of the Site, and any other Product or Service names, trademark, trade name, logos, trade dress or slogans of Vilynx, whether or not contained on the Site and whether or not registered, are the sole and exclusive property of Vilynx (collectively, the "Vilynx Marks") and may not be copied, imitated or used without the express prior written permission of Vilynx in each instance. All other trademarks, registered trademarks, product names and company names or logos mentioned in the Site are the property of their respective owners.

HYPERLINKS

You may create a text hyperlink to the Site, provided such link does not portray Vilynx or any of its Products or Services in a false, misleading, derogatory or otherwise defamatory manner. This limited right may be revoked by Vilynx at any time. Further, you may not frame the Site without Vilynx's express written consent. Vilynx makes no representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party web sites accessible by hyperlink from the Site, or web sites linking to the Site. Vilynx provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation or endorsement of any site or any information contained therein. When you leave the Site, you should be aware that Vilynx's terms and policies no longer govern.

THIRD PARTY CONTENT

Vilynx may, from time to time and at its discretion, host third party content on the Site ("Third Party Content") solely as a convenience to its users. Such inclusion does not imply affiliation, endorsement, approval, or control by Vilynx of any Third Party Content. Vilynx makes no claim or representation regarding, and accepts no responsibility for, such Third Party Content or for the quality, accuracy, nature, ownership or reliability thereof. Users use such Third Party Content at their own risk.

MODIFICATIONS

Vilynx reserves the right at any time and at its sole discretion to modify or discontinue, temporarily or permanently, the Site, the Services, the Products, these Terms of Service or any part thereof, with or without notice. You agree that Vilynx shall not be liable to you or to any third party for any such modification, suspension or discontinuance of any part of the Service.

DISCLAIMER OF WARRANTIES

THE SITE, THE SITE MATERIALS, THE PRODUCTS AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, VILYNX DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT AS TO THE SITE, THE SITE MATERIALS, THE PRODUCTS AND THE SERVICES. VILYNX DOES NOT REPRESENT OR WARRANT THAT THE SITE MATERIALS OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE, ITS SERVERS OR EMAIL SENT FROM VILYNX OR THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. VILYNX IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT, VIDEOS OR PHOTOGRAPHY. VILYNX ALSO MAKES NO REPRESENTATION OR WARRANTY REGARDING THE AVAILABILITY, RELIABILITY OR SECURITY OF THE SITE AND SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR ANY MODIFICATION, SUSPENSION, UNAVAILABILITY, OR DISCONTINUANCE OF THE SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREON.

LIMITATION OF LIABILITY

IN NO EVENT SHALL VILYNX OR ITS DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, CONTRACTORS OR ATTORNEYS, OR ANY OF THEIR RESPECTIVE HEIRS, SUCCESSORS OR ASSIGNS, BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, PUNATIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OR REVENUE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT, EQUITABLE REMEDIES OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OR VIEW THE SITE, THE SERVICES, THE PRODUCTS, THE CONTENT OR THE SITE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING ANY DAMAGES CAUSED BY OR RESULTING FROM YOUR RELIANCE ON ANY INFORMATION OBTAINED FROM VILYNX, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY TERMINATION, SUSPENSION OR OTHER FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO VILYNX'S RECORDS, PROGRAMS OR SERVICES, WITH ALL OF THE FOREGOING LIMITATIONS APPLYING EVEN IF VILYNX OR ANY OTHER PARTY HAS BEEN MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF VILYNX, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY, EQUITABLE REMEDIES OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE, THE SERVICES, THE PRODUCTS, THE CONTENT OR THE SITE MATERIALS, EXCEED THE AGGREGATE COMPENSATION YOU HAVE PAID WITHIN THE PAST TWELVE (12) MONTHS, IF ANY, TO VILYNX FOR ACCESS TO OR USE OF THE SITE OR THE SERVICES OR FOR THE PURCHASE OF PRODUCTS. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

INDEMNIFICATION

You agree to indemnify and hold Vilynx, its parents, subsidiaries, affiliates, officers, employees and partners, harmless from any liabilities, claims, expenses or demands, including reasonable attorneys' fees and costs, made by any third party due to or arising out of (a) your use or misuse of the site, (b) the viewing of your content or video or other digital media by any party, (c) the violation of laws, rules, regulations or these Terms of Service by you, or (d) infringement by your content, by you, or by someone using your account, of any intellectual property or any other right of any person or entity. Vilynx reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with Vilynx in asserting any available defenses.

APPLICABLE LAW

Your use of the Site is subject to all applicable local, state, national and international laws and regulations applicable to you. These Terms of Use and your use of the Site shall be governed by and construed in accordance with the laws of the State of Delaware applicable to agreements made and to be entirely performed within the State of Delaware, without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Terms of Use shall be filed only in the state and federal courts located in California and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms of Use and expressly agree not raise any objection to such forum on any legal or equitable.

SEVERABILITY

If any provision of these Terms of Use shall be deemed invalid, unlawful, void or for any reason unenforceable, that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

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