Terms of Service and License AgreementLast update: January 15th, 2020
The following is a legal Agreement between you or the employer or otherentity on behalf you are entering into this Agreement (hereinafter referred to as "you" or "Customer") and VieDeDingue Inc., a corporation duly incorporated under the laws of Quebec, Canada, operating the website www.gifing.com (hereinafter referred to as "Gifing" or "Website" as defined below).
This Agreement sets forth the rights and obligations with respect to the content licensed by you and pertaining to the use of the content provided by Gifing. This license Agreement also explains how you can use video clips that you license from Gifing.
1. DefinitionsAs used in this Agreement:
- "Content" means all the video footage and clips that are downloadable pursuant to this Agreement.
- "Download" and variations thereof means downloading, obtaining or copying content from the Website.
- "License" means the license granted to you under this Agreement.
- "Website" means our internet site www.gifing.com and the other Gifing branded social media sites.
2. What type of licenses does Gifing offer?
Gifing offers a monthly license subscription as described in the "Pricing and monthly
section of the Website. Gifing reserves the right to modify the conditions of the "Pricing and
subscription" without further notice.
A monthly subscription grants you the rights described in section 4 of this Agreement.
3. Intellectual property rights: Who owns the Content?
- All of the content is original and owned by Gifing.
- Do I need to include a credit? If Content is used in an audio/visual context where credits are accorded to other providers of licensed material, you must include a credit in comparable size, form and placement. You may use the name Gifing as necessary to give attribution, but you may not otherwise use our name, logo or trademark without prior written approval.
4. How can I use the licensed content?
Gifing hereby grants you a non-exclusive, non-transferable right to use, modify (except as
prohibited herein) and reproduce the Content worldwide, in perpetuity, and as expressively
This license grants you the right to use the Content in:
- Namely: digital reproductions, including websites, in online advertising, in social media, in mobile advertising, mobile "apps", software, e-cards, e-publications (e-books, e-magazines, blogs, etc.), email marketing and in online media, etc. (including on video-sharing services such as YouTube, Vimeo, etc.);
- For your own personal or professional use. This use cannot be of a commercial nature (not for resale, download, distribution or any commercial use of any kind).
5. Is there any restriction for the use of the licensed content?YOU MAY NOT:
- Use the content beyond the scope of the type of License that you purchased with respect to the Content.
- Resell, redistribute, provide access to, share or transfer any Content. For example, and in no way of limitation, the foregoing prohibits displaying Content, as or part of, an online "gallery" of content through which third parties may search and select from such content.
- Use any Content in a multimedia production distributed via broadcast, cable networks, OTT video service (e.g. Netflix, Hulu, Amazon), or in theaters.
- Use "stills" derived from the Content, except in connection with the in-context marketing, promotion, and advertising of your derivative works in incorporating the Content.
- Integrate or use the Content in a way that a reasonable person would find offensive, including but not limited to : a) in connection with pornography , "adult videos", adult entertainment venues, escort services, or the like; b) in a political context, such as the promotion, advertisement or endorsement of a candidate or elected official, or in connection with any political policy or viewpoint; c) promoting or engaging in immoral or criminal activities.
- Using any Content in a defamatory or deceptive context, or in a manner that could be considered libellous, obscene or illegal.
- Use Content in a manner that infringes on a third party's trademark or intellectual property.
- Use any Content (in whole or in part) as a trademark, logo, or as part thereof.
- Falsely represent, expressly or by way of reasonable implication that any Content was created by you or a person other than Gifing.
6. Who, besides me, can use the licensed content?
- The rights granted to you are non-transferable and non-sublicensable, meaning you cannot transfer or sublicense them to anyone else. However, the following exceptions apply:
- i. Employer or client: If you are purchasing on behalf of your employer or client, then your employer or client can use the content. In that case, you represent and warrant that you have full legal authority to bind your employer or client to the terms of the Agreement. If you do not have that authority, then your employer or client may not use the content.
- ii. Subcontractors: You may allow subcontractors or distributors to use content in the production or distribution process related to your final project or end use. These subcontractors and distributors must agree to be bound by the terms of this Agreement and may not use the content for any other purpose.
7. Liability or refunds
- Gifing shall not be liable or held accountable for any damages, costs or losses arising as a result of modifications made to the Content or due to the context, or damages in relation how you use the Content.
- Except if required by law, Gifing shall be under no obligation to issue refunds under any circumstances. All fees are non-refundable, even if your subscription is terminated before its expiration. You hereby authorize Gifing to charge you all the subscription fees for the duration of the term agreed to at the time of purchase. If Gifing determines that you are entitled to a refund of all or part of the fees you paid, such refund shall be made using the payment originally used by you to make the purchase. To cancel your account, please contact us: firstname.lastname@example.org.
8. Fees and Renewal
- Upon expiration of the license term, your subscription will automatically renew, and you authorize Gifing to charge and you agree to pay the applicable subscription fee at the applicable rate and taxes indicated on your payment information on file. You may change your auto-renewal preference anytime in your account.
- Unless otherwise specified in a coupon, any coupon or discount code applied to a purchase hereunder shall apply only to the first payment made in connection with such purchase.
- In the event that you breach any of the terms of this or any Agreement with Gifing, Gifing shall have the right to terminate your account without further notice. Gifing shall be under no obligation to refund any fees paid by you in the event that your account is terminated by reason of a breach.
- Social media termination: If you use the Content on a social media platform or third party website and the platform or website uses the Content for its own purpose in a way that is contrary to this Agreement, the rights granted for such use shall immediately terminate, and in that event, you must agree to remove all the Content from such platform or website.
10. Representations and warranties
- Warranty of Non-Infringement: Gifing represents and warranties that all Content is original and that it is the sole proprietor of the Copyright.
- Caption/Metadata Disclaimer: Gifing is making its best effort to correctly categorize, keyword, caption and title the content. However, Gifing does not warrant the accuracy of such information, or any metadata provided in the content.
11. General Provisions
- Assignment: This Agreement is personal to you and may be not be assigned in any way other than described at section 6 of the Agreement. Gifing may assign this Agreement, without notice or consent to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.
- Language: The Parties agree that this Agreement be drafted in English solely. Les parties acceptant que cette entente soit rédigée en anglais uniquement.
- Jurisdiction, venue & choice of law: Through your participation in the Affiliate Program, you agree that the laws of the province of Quebec, Canada, shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and Gifing, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the province of Quebec, Canada. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.
- Severability: If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and subparts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
- No waiver: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or subpart of this Agreement will not constitute a waiver of any other part or subpart.
- Heading for convenience only: Headings of parts and subparts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
- Force majeure: Gifing is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
- Electronic communications permitted: Electronic communications are permitted to both Parties under this Agreement via email. For any questions or concerns, please email us at the following address: email@example.com