Givit™ Terms of Service
Last Modified: May 1, 2013
Your Givit rights;
Your videos are your content.
The Givit Service
When you choose to make your content publicly available on Givit, you give Givit the right to promote our service around your content. You may remove some or all of your videos at any time.
The Terms of Service below (the “Terms”) govern your use of the Givit Service. The Terms are consistent with the description of your rights and the Givit Service above, but they describe the Services, your rights, and the way in which you can use the Services in greater detail. The Terms are a contract between us and you, so please read them carefully.
Thank you for using Givit Services! These Terms govern your access to and use of the Givit™ websites, Application (defined below) and services (the “Services”) offered by VMIX Media, Inc., doing business as Givit (“Givit”, “we”, “our” or “us”), so please carefully read them before accessing or using the Services.
By checking an “I Accept” checkbox and/or accessing or using the Services, you agree that you accept and are bound by these Terms, our Privacy Policy and our Pricing Terms and Conditions (as applicable) (collectively, the “Agreement“). If you are using the Services on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these terms. In that case, “you” and “your” will refer to that organization.
You may use the Services only if you are over 13 and have the power to form a contract with Givit and are not barred under any applicable laws from doing so. By agreeing to these Terms, you are representing to us that you are over 13. You may use the Services only in compliance with these Terms. The Services may continue to change over time as we refine and add more features. We may stop, suspend, remove content from or modify the Services at any time at our discretion without prior notice to you.
ANY CLAIM, DISPUTE OR CONTROVERSY OF WHATEVER NATURE (“CLAIM”) ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION IN ACCORDANCE WITH THE PROCESS DESCRIBED BELOW. PLEASE READ THAT SECTION CAREFULLY.
The Services allow you to upload, transmit, publish and disseminate video, audio, images or other content (your “Content”) for the purposes of sharing such Content through the Services (including delivering Content to third-party sites) and, in some cases, allowing use of your Content by others.
There are two ways for you to share video using the Services:
The first way is to share your Content publicly by uploading it to our public feed. Any Content you upload to the public feed can be seen, downloaded or used by any other Givit user. If at any point you change your mind and wish to remove your Content from the public feed, you may do so by following the directions given in the What’s “Givit” in the Public Share? section of the Givit Web FAQ.
If you choose to share your Content on our public feed, you hereby grant us and our vendors and licensors a worldwide, royalty-free, fully-paid, non-exclusive, transferable, sublicensable license to copy, publicly perform, publicly display, publish, distribute and create derivative works of or otherwise exploit, that Content in the manner described in these Terms in any media format and through any media channels. The purpose of this license is to give us and our third party contractors the ability to share your Content as part of the Services and use publicly available videos to help promote or advertise the Services. We do not sell or license your Content to any non-affiliated third parties.
You can also share Content privately, by designating particular recipients. If you choose to share your Content privately, it will not be uploaded to the public feed. However, you should keep in mind that the recipients you designate will be able to download the Content you share, and could potentially share that Content with others. You should only share sensitive or confidential Content with recipients that you trust. We do not guarantee any confidentiality with respect to any Content you submit.
If you share your Content privately, you hereby grant us and our vendors and licensors a worldwide, royalty-free, fully-paid, non-exclusive, transferable, sublicensable license to copy, publish, distribute and create derivative works of or otherwise exploit, that Content in any media format and through any media channels solely to the extent required to share your Content with the recipients you designate. The purpose of this license is strictly to give us and our third party contractors the ability to share your Content with the recipients you designate as part of the Services. Privately shared Content will not be used for any promotional purposes and is not sold or licensed to non-affiliated third parties.
When you submit Content through the Services, you retain ownership of your own copyrights to the Content. We do not claim ownership to any of it but we do need you to grant us certain rights so that we can provide the Services to you.
You hereby grant us your permission to process your requests regarding your Content, for example, hosting your files, or sharing them with others. You give us and our trusted third parties the permissions we need to do those things solely to provide the Services in accordance with the Agreement. Aside from the exceptions we identify in our Privacy Policy, we will not share your content with others, for any purpose unless you direct us to.
These Terms do not grant us any rights to your Content or intellectual property except for the limited rights that are needed to run the Services or described in these Terms.
By posting or publishing Content, you represent and warrant to us that you have all necessary rights to distribute Content to us and through the Services, either because you are the author and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the Content.
We need your permission to process your requests regarding your Content, for example, hosting your files, or sharing them with others. You give us and our trusted third parties the permissions we need to do those things solely to provide the Services in accordance with the Agreement. Aside from the exceptions we identify in our Privacy Policy, we will not share your content with others, for any purpose unless you direct us to. We may choose to review public content for compliance with our community guidelines from time to time, but you acknowledge that Givit has no obligation to monitor any information or data submitted or shared through the Services. We are not responsible for the accuracy, completeness, appropriateness, or legality of files, user posts, or any other information you may be able to access or view using the Services.
While Givit makes your shared Content available to others according to your sharing wishes, by using the Services, you acknowledge and agree that Givit does not guarantee access to or hosting of your Content. For example, if a particular piece of content creates too large a demand on the Services, it may result in access to the content being temporarily or permanently disabled.
You, and not Givit, are responsible for maintaining and protecting all of your Content. Givit will not be liable for any loss or corruption of your Content, or for any costs or expenses associated with backing up or restoring any of your Content.
If your contact information, or other information related to your account, changes, you must notify us promptly and keep your information current. You are responsible for safeguarding your username and password and you may not disclose your password to any third party. You are responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify Givit of any unauthorized use of your account. You acknowledge that if you wish to protect your transmission of data or files to Givit, it is your responsibility to use a secure encrypted connection to communicate with the Services. Multiple accounts held by the same individual are subject to termination, and accounts created with the primary intention to promote a product or service are considered “SPAM” and subject to termination.
Certain features will also allow, upon your authorization, our access to website content of certain third party social media sites such as Facebook or YouTube for purposes of using your credentialed login information and distributing Information and Content. If you use these features, you consent to our use of information retrieved from these third party sites, and acknowledge that your use of these third party access features is solely at your own risk, and we make no representation or commitment, and will have no liability or obligation whatsoever, in relation to the content or use of, or correspondence with, any such third-party website. We recommend that you refer to the third party’s website terms and conditions and privacy policy prior to using these features. You represent and warrant to us that all information you submit when you create your account is accurate, current and complete, and that you will keep your account information accurate, current and complete.
We reserve the right to reclaim any username without liability to you. In the event that we elect to reclaim your username, you will receive written notification assigning you a temporary username and providing instructions to log into your account and select a new username.
Some use of our Service requires you to download a client software package (“Software”). Givit hereby grants you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access and use the Services in accordance with these Terms, and solely during the term of these Terms. Your license to use the Software is automatically revoked if you violate these Terms in a manner that implicates our intellectual property rights. We hereby reserve all rights not expressly granted in these Terms. You must not reverse engineer or decompile the Software, nor attempt to do so, nor assist anyone else to do so. Our Services may update the Software on your device automatically when a new version is available and you hereby authorize us to make such updates from time to time. The export and re-export of the Software may be controlled by the United States Export Administration Regulations. The Software may not be used in Cuba; Iran; North Korea; Sudan; or Syria or any country that is subject to an embargo by the United States. If you are a resident or national of, or a business located in, any of those countries, you may not download or use the Software. In addition, the Software may not be distributed to persons on the Table of Denial Orders; the Entity List; or the List of Specially Designated Nationals.
These terms do not grant you any right, title, or interest in the Services, Software, or any content in the Services. We may use any feedback, comments, or suggestions you send us or post in our forums without any obligation to you. The Software and other technology we use to provide the Services are protected by trade dress, copyright, patent, trademark, and other laws of both the United States and foreign countries. These Terms do not grant you any rights to use the Givit trademarks, logos, domain names, or other brand features.
The Givit mobile application (the “Application”) is licensed, not sold. The licenses granted herein do not allow you to use the Application on any device that you do not own or control, and you may not distribute or make the Application available over a network where it could be used on multiple devices at the same time. You may not copy, reproduce, republish, post, publicly display, translate or distribute the Application in any way.
It is your responsibility to ensure that you have the rights or permission needed to use the Services and to comply with these Terms. Files and other content in the Services may be protected by intellectual property rights of others. Do not copy, upload, download, or share files unless you have the right to do so. You, not Givit, will be fully responsible and liable for what you copy, share, upload, download or otherwise use while using the Services.
You are solely responsible for your conduct, Content, the content of your files and folders, and your communications with others while using the Services. You will not, and will not attempt to, misuse the Services, and agree to use the Services only in a manner consistent with the following, and your failure to comply with the following may result in termination of your access to and use of the Services and being responsible for damages caused by noncompliance:
Givit has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (http://lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of Givit’s Designated Agent to Receive Notification of Claimed Infringement is listed at the end of this section (“Designated Agent”).
It is Givit’s policy to (1) block access to or remove content (including, without limitation, text, graphics and photos) (collectively, “Disputed Content”) that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users; (2) notify the Disputed Content provider, member or user that it has removed or disabled access to the Disputed Content and (3) remove and discontinue service to repeat offenders.
If you believe that Content residing on or accessible through the Givit web site or mobile application or service infringes a copyright, please send the Designated Agent listed below a notice of copyright infringement containing (1) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed and that person’s contact information (including address, telephone number and e-mail address); (2) identification of works or materials being infringed; (3) identification of the Disputed Content that is claimed to be infringing including information regarding the location of the Disputed Content that the copyright owner seeks to have removed, with sufficient detail so Givit is capable of finding and verifying its existence; (4) a statement that the notifier has a good faith belief that the Disputed Content is not authorized by the copyright owner, its agent, or the law; and (5) a statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
If the Disputed Content provider, member or user believes that the Disputed Content that was removed or to which access was disabled is not infringing, the content provider, member or user must send a counter-notice containing (1) a physical or electronic signature of the Disputed Content provider, member or user; (2) the identification and prior location of the Disputed Content that has been removed or to which access has been disabled; (3) a statement that the Disputed Content provider, member or user has a good faith belief that the Disputed Content was removed or disabled as a result of mistake or a misidentification of the Disputed Content; and (4) Disputed Content provider’s, member’s or user’s name, address, telephone number, and, if available, e-mail address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the Disputed Content provider’s, member’s or user’s address is located, or if the Disputed Content provider’s, member’s or user’s address is located outside the United States, for any judicial district in which Givit is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.
If a counter-notice is received by the Designated Agent, Givit may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Disputed Content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Disputed Content provider, member or user, the removed Disputed Content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Givit’s discretion.
Please contact Givit’s Designated Agent to Receive Notification of Claimed Infringement at the following address:
Designated Agent to Receive Notification of Claimed Infringement:
Our Designated Agent for notice of claims of copyright infringement can be reached as follows:
Givit
12707 High Bluff Dr., Suite 350
San Diego, CA 92130
Attn: DMCA Agent
Email: DMCAagent@givit.com
The Services may contain links to third-party websites or resources. Givit does not endorse and is not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such websites or resources. Also, if we provide you with any software under an open source license, there may be provisions in those licenses that expressly conflict with these Terms, in which case the open source provisions will apply.
You can stop using our Services any time. We reserve the right to suspend or end the Services at any time, with or without cause, and with or without notice and without liability to you or any third party. We may terminate the account of users in accordance with the policies set forth herein and there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend immediately. You agree that Givit will not be liable to you or to any third party for any suspension or termination of your access to the Services as a result of any violation or threatened violation of these Terms. Upon termination of your access to the Services, you must immediately uninstall and delete all copies of the Software (including, if applicable, by uninstalling the mobile application and related files), and your right to use the Services shall cease immediately and you will lose any and all rights to the Services granted to you.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES AND SOFTWARE ARE PROVIDED “AS IS”, AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. GIVIT MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE OR THAT ANY ERRORS, BUGS OR DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICES OR RELATED SOFTWARE CAN OR WILL BE CORRECTED. WE DO NOT WARRANT THAT THE SERVICE, SYSTEM(S) OR NETWORK(S) ON WHICH (OR THROUGH WHICH) THE SERVICE IS USED WILL BE FREE OF VULNERABILITY TO INTRUSION OR ATTACK.
IT IS YOUR RESPONSIBILITY TO BACK UP YOUR SYSTEM INCLUDING, WITHOUT LIMITATION, ANY OF YOUR CONTENT OR OTHER DATA THAT YOU MAY USE OR POSSESS IN CONNECTION WITH A SERVICE AND THAT MAY RESIDE ON YOUR SYSTEM.
The Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. We are not responsible for any delays, delivery failures or other damages resulting from such problems. We do not guarantee the Services will be operable at all times. We reserve the right to do any of the following, at any time, without notice: (1) to modify, suspend or terminate operation of or access to the Services; (2) to modify or change the Site, Givit mobile application or Services, or any portion of the Services, and any applicable policies or terms; and (3) to interrupt the operation of the provision of Services, or any portion of the Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.
ANY MATERIAL, INFORMATION OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULT FROM THE DOWNLOAD OF SUCH MATERIAL. Some states do not allow the types of disclaimers in this paragraph, so they may not apply to you.
NO ADVICE, REPRESENTATION OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM GIVIT OR THROUGH YOUR USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL GIVIT, ITS AFFILIATES, OR ITS OR THEIR OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT GIVIT HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO GIVIT DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT GIVIT AND ITS AFFILIATES SHALL NOT BE LIABLE FOR YOUR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF YOU AND/OR ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. Some states do not allow the types of limitations in this paragraph, so they may not apply to you.
You will indemnify and hold Givit, its affiliates, and its and their officers, employees, agents, suppliers and licensors harmless from and against any and all liabilities and costs (including reasonable attorneys’ fees) incurred by any of the foregoing in connection with any claim arising out of your breach of these Terms. Givit may direct you to defend a third party claim covered by this indemnification by notifying you promptly of the claim, but Givit reserves the right, at your expense, to assume the exclusive defense and control of any third party claim subject to this indemnification.
Givit reserves the right, at its sole discretion, to change, modify, add, or remove portions of these Terms, at any time with or without notice to you. You can see when these Terms were last revised by referring to the “last updated” legend at the top of this Agreement. By continuing to access or use the Services after revisions become effective, you agree to be bound by the revised Terms. Additional terms may govern the use of certain Services. For example, your participation in any Givit contest or sweepstakes would be governed by specific contest rules. In the event that any provision, term or guideline contained in a particular section of the Site or Givit mobile application conflicts with these Terms, the terms of that section will control over these Terms solely with respect to the portion of the Services that is the subject of such additional terms, rules or guidelines.
Arbitration shall be conducted by and submitted to a single arbitrator (“Arbitrator”) selected from and administered by the San Diego, California office of JAMS (“JAMS”), in accordance with its then-existing Comprehensive Arbitration Rules & Procedures. The Arbitrator shall be authorized to award compensatory damages, but shall NOT be authorized to award non-economic damages, such as for emotional distress, or pain and suffering or punitive or indirect, incidental or consequential damages. Each party shall bear its own attorneys’ fees, cost and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator and JAMS; however, the Arbitrator may award to the prevailing party reimbursement of its reasonable attorneys’ fees and costs (including, for example, expert witness fees and travel expenses), and/or the fees and costs of the Arbitrator. Within fifteen (15) calendar days after conclusion of the arbitration, the Arbitrator shall issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded. Each party shall fully perform and satisfy the arbitration award within fifteen (15) days of the service of the award. Judgment on the award may be entered by any court of competent jurisdiction. By agreeing to this binding arbitration provision, you understand that you are waiving certain rights and protections which may otherwise be available if a claim or dispute were determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this arbitration provision, the right to a jury trial, certain rights of appeal, the right bring a claim as a class member in any purported class or representative proceeding, and the right to invoke formal rules of procedure and evidence.
THESE TERMS AND THE USE OF THE SERVICES AND SOFTWARE WILL BE GOVERNED BY CALIFORNIA LAW WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES. These Terms constitute the entire and exclusive agreement between you and Givit with respect to the Services, and supersede and replace any other agreements, terms and conditions applicable to the Services. These Terms create no third party beneficiary rights. Givit’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but Givit may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Givit and you are not legal partners or agents; instead, our relationship is that of independent contractors. Except as otherwise specified in these Terms, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email. Notices to us must be sent in writing to the following address: notices@givit.com, and notices to you will be sent to the email address you provide to us, which addresses may be updated from time to time upon written notice to the other party. The Services may be subject to export laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. In addition, you shall not permit access to the Site, or use the Services, in a U.S.-embargoed country or in violation of any U.S. export law or regulation. In addition, you acknowledge that the Services depend heavily on privacy law in the United States, the various States and Territories, and other jurisdictions. The law can and will change in the future and such changes are outside our control. Some legal changes, including but not limited to legislation or judicial interpretation, may render it more difficult or impossible for us to perform the Services, in which case we are excused from performing the Services or may change the Services at any time. No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach. No modification, amendment, or waiver of any provision of these Terms shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted.
Questions? Please email us at support@givit.com.