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Terms Of Use
  • DEFINITIONS

    The User hereby unconditionally agrees that unless the context otherwise requires, the definitions listed below when used in these Terms of Use shall have the meanings attached to them and these terms shall be interpreted accordingly. The definitions listed below as used in these Terms of Use may be identified by the capitalization of the first letter of each principal word thereof. In addition to the terms defined below, certain other capitalized terms are defined elsewhere in these Terms of Use and whenever such terms are used in these Terms of Use they shall have their respective defined meanings, unless the context, expressly or by necessary implication, require otherwise:

    “Applicable Law” includes all applicable statutes, enactments, acts of state legislatures or parliament, laws, ordinances, rules, bye-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority, statutory authority, tribunal, board, court or any other relevant jurisdiction.
    “Assets” includes any and all videos and its documentation that owned and controlled by VF.
    “Dispute” shall have the meaning ascribed to it in Clause 11.3.
    “Effective Date” shall mean the date on which the User has signed up or registered on the website of VF.
    “Indemnified Liabilities” shall have the meaning ascribed to it in Clause 6.
    “Indemnified Parties” shall have the meaning ascribed to it in Clause 6.
    “Purpose” shall mean solely for the User’s own personal consumption or commercial use, and does not include involving any activity that directly or indirectly competes with the business of VF.
    “Third Party Content” shall include any and all licensed third party content which is made available, either directly and/or indirectly by VF to its User through its website, the Services and/or its Assets.
    “Services” shall mean any and all services, whether through online and offline medium provided either directly and/or indirectly by VF, in lieu of these Terms of Use.
    “User” shall include any end user who uses and/or otherwise has access to, in whole or in part, the Assets, the Services and/or VF’s website.
    “User Content” shall include any and all content uploaded or otherwise by the User on or off VF’s website, in connection with the Services or otherwise, and has been made available to VF, in any manner whatsoever.
    “VF” shall refer to .

  • INTERPRETATION CLAUSE
    In these Terms of Use, except to the extent that the context otherwise requires:
    1. References to a statute, ordinance or other Applicable Law shall be deemed to include any references to a statute, ordinance or other Applicable Law as amended, supplemented or replaced from time to time in accordance with its terms and (where applicable) subject to compliance with the requirements set forth therein and shall include regulations and other instruments under such statue, ordinance or other Applicable Law.
    2. The headings are inserted for convenience only and shall not affect the construction of these Terms of Use.
    3. The Masculine includes the Feminine gender as well as the neutral and vice-versa.
    4. The Singular includes the Plural and vice-versa.
    5. The word “including” means “including, without limitation.”
    6. A natural person includes a juristic person and vice versa.
  • RIGHTS OF VF
    1. VF is extending a non-exclusive, limited, non-transferable revocable license to the User in relation to the Assets solely for the Purpose.
    2. VF is the owner and retains all proprietary rights to its website, the Services, and all associated copyrights, trademarks, brands, service marks, patents or other proprietary rights under applicable law.
    3. Notwithstanding anything, VF shall not be liable for any factual inaccuracies and/or misrepresentations of any kind that may be presented through the Assets.
    4. The User acknowledges, agrees, affirms and understands that VF does not provide any implied warranties of merchantability, fitness for any of the Assets.
    5. VF shall not be liable, at any time, for any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communications line failure, theft or destruction or unauthorized access to, alteration of, or use of any information contained at VF’s website and/or any of its Assets.
    6. VF reserves the right to block any accessibility of VF’s website to any User, for any reason whatsoever.
    7. Nothing in these Terms of Use shall be held to be prejudicial to any other rights that are vested with VF under Applicable Law.
    8. VF shall have the right to amend these Terms of Use at any time and/or for any reason whatsoever, with or without notice.
    9. Without limiting the foregoing, VF shall have no liability for:
      1. The User’s use of (or inability to use) VF’s website, Assets, the Third Party Content and/or components thereof, and any transactions that involve the Services, including but not limited to the Assets, the User Content and the Third Party Content.
      2. Any material available (or intended to be available) on or by means of the Services or information or advice received by means of the Services;
      3. Any error, delay, interruption, operational problem, unavailability, or failure in the VF’s website, Assets, the Third Party Content and/or components thereof any component thereof, or any directly or indirectly related equipment, system, programming, or network (including the internet);
      4. Any breach of security involving the account of the User.
  • REFUND POLICY The User understands, appreciates, agrees and acknowledges that all payments shall be made, in consonance with these terms shall happen in accordance in such specific commercial terms as may be mutually agreed upon, only through recognised channels specifically approved by VF.
  • REPRESENTATIONS, WARRANTIES, DECLARATIONS AND COVENANTS BY THE USER
    1. The User covenants that he shall not use any and all of the Assets for any other commercial purpose other than those expressly mentioned herein in these Terms, without the prior written permission of VF.
    2. The User covenants that he shall not use any of VF’s trademarks and/or service marks used in connection with any product or service that is not provided by VF, without prior written permission of VF.
    3. The User covenants that he shall not alter the information, content or material or use of such information, content or material provided by VF, either directly or indirectly, for any purpose that constitutes a violation of the copyright of VF or of a third-party creator. The User agrees not to copy, reproduce, republish, upload, post, transmit or distribute such material in any way for any use without obtaining the prior written consent from VF.
    4. Notwithstanding anything contained herein the User covenants that he shall not be using any of the Services for any illegal or unauthorized purpose.
    5. The User agrees to comply with all local rules regarding online conduct and acceptable content, including laws regulating the export of data.
    6. The User understands, acknowledge, affirms and agrees that the Assets may include Third Party Content which may have independent license terms and that the User shall be bound by such terms in a mutatis mutandis manner.
    7. The User acknowledges, agrees, affirms and understands Third Party Content has been prepared without any form of control or intervention by VF.
    8. VF may at its sole discretion remove information, content or material that is incorrect, inaccurate, unlawful, fraudulent, threatening, libelous, defamatory, obscene or otherwise objectionable, or infringes or violates any party's intellectual property or other proprietary rights or these Terms of Service.
    9. The User acknowledges, agrees, affirms and understands that the Assets and the Service used in connection with the service contains proprietary and confidential information that is protected by the intellectual property laws of India.
    10. The User acknowledges, agrees, affirms and understands that material and/or content contained in third party advertisements or information presented to the User through the Services (including but not limited to the Assets) is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. Except as expressly authorized by VF or such third parties (including but not limited to the creators of Third Party Content as well as advertisers), and the User agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on the such material and/or Assets, in whole or in part.
    11. The User acknowledges, agrees, affirms and understands access to the Services and/or Assets may not be available from time to time, may be terminated in whole or in part at any time and without notice, and that VF shall not, in any event, be responsible to the User in any way should the User be unable to access the Services and/or the Assets at any time or from time to time.
    12. VF may, from time to time, provide certain other Services on a fee basis. Where the User elects to receive such Services, the User agree to pay, through the payment mechanism selected by him and approved by VF, all amounts due and owing for such Services as more particularly set out in the invoice that is raised in relation to such Services.
    13. The User shall not link to VF’s website if the following conditions are not fulfilled:
      1. The link must either resolve to the homepage, www.videofriday.com
      2. The link may not use, defame, or tarnish any logo, graphic, tagline, service mark, trademark, or copyrighted information of VF or any other third party;
      3. The link and surrounding materials must not deliver VF’s website in a framed environment, or alter the layout, content, look, or feel of the website;
      4. The link and surrounding materials must not imply affiliation or falsely represent any relationship between the linking site and VF; and
      5. The link and surrounding materials must not portray VF, its website, the Assets and/or the Services in a false, misleading, derogatory, defamatory or otherwise offensive manner.
    14. The User acknowledges, agrees, affirms and understands that all amounts paid for the Services are non-refundable.
    15. VF reserves the right to amend the Services and/or the amounts that VF charges for same at any time, without prior notice. Fees do not include any applicable sales, use, excise, value-added or other taxes or governmental charges, that User shall be responsible for, and shall promptly pay, same.
    16. The User acknowledges, agrees, affirms and understands that he may have registered for the Services through one of the partners, franchisees or resellers of VF’s Services. In such instances, the User specifically consents to VF providing his contact, billing and other information related to the provision of Services to the User to such partner, franchisee or reseller to enable VF and such partner, franchisee or reseller to administer the relationship and to provide the Services to the User.
    17. The User acknowledges, agrees, affirms and understands that the title to and ownership of the Services, Assets (including all source code) and adjoining documentation and any modifications made thereto and all intellectual property rights therein shall at all times be held by VF.
    18. The User acknowledges, agrees, affirms and understands that he shall not have any right, title or ownership interest in the Services and/or Assets except the limited right to use the Services and/or Assets as explicitly provided in these Terms.
    19. The User acknowledges, agrees, affirms and understands that the use of any information or materials on the Assets is entirely at the User’s own risk, for which VF shall not be liable.
    20. It shall be the User’s own responsibility to ensure that any products, services or information available through the Assets meet the User’s specific requirements.
    21. The Assets contain material which is owned by or licensed to VF. This material includes, but is not limited to the design, layout, look, appearance and graphics. Notwithstanding anything contained herein, reproduction of any of the aforesaid items in a manner not allowed under these Terms is strictly prohibited.
    22. The User covenants that he shall not use the Assets, either directly or indirectly, whether through any goods, literature, products, or other materials or otherwise:
      1. to carry out any seditious activity against any nation.
      2. to defame or slander any person or groups of people based on race, ethnicity, national origin, religion, sex, or other factors.
      3. to encourage or incite violent acts.
      4. to promote intolerance or hatred.
      5. to promote or support membership in terrorist groups or other organizations prohibited by either international or domestic laws.
      6. to contravene public morality.
      7. to carry out or abet actions that are disruptive of public order.
    23. The User understands, acknowledges, agrees and affirms that VF shall not be liable for payment of any compensation in relation to any independent transaction the User engages in while making use of the Assets and/or the Services, not otherwise envisaged under these Terms.
    24. The User represents and warrants that he has all the valid authorisations mandated under Applicable Law, to the avail the Services.
    25. The User represents and warrants that all the information that he has provided to VF are true and accurate.
    26. Notwithstanding anything contained herein, the User specifically covenants that he would be a direct user of the Assets and/or the Services. For avoidance of doubt, it is hereby clarified that no person other than the User is entitled to use the Assets and/or the Services, directly and/or indirectly, in any manner whatsoever.
    27. Notwithstanding anything contained anywhere, under no circumstances shall VF be deemed to be an agent of any person, including but not limited to the User.
    28. Notwithstanding anything contained anywhere else, the terms stated herein shall be restricted to the due completion of the functions of VF as delineated in here. It is hereby clarified, that VF has no duty to carry out any ancillary function in the furtherance of its obligations under these Terms.
    29. The software and technology underlying the Services is the property of VF, and the User shall not connect to or use the website, the Assets and/or the Third Party Content in any way that is not expressly permitted by these Terms. Specifically, the User may not do or attempt to do any of the following:
      1. Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software used to provide the Services (including without limitation, for the purpose of obtaining unauthorized access to VF’s website) without VF’s prior written authorization, including mirroring any part of the website;
      2. Circumvent, disable, or otherwise interfere with security-related features of the Services and/or the website or features that prevent or restrict use or copying of any Assets, including without limitation any edited User Content;
      3. Sell, resell or otherwise directly monetize any Assets to any third party in any manner whatsoever;
      4. Use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of VF’s website;
      5. Use any script, tools, “bots” or hardware for the purpose of interacting with, using or running VF’s website on an automated or unattended basis.
      6. Harvest, collect or mine information about other users of the Services;
      7. Create a database by systematically downloading and storing all or any of the content and/or information on VF’s website;
      8. Remove, obscure, make illegible or alter any proprietary notices or labels or other indications of VF’s rights in the Services;
      9. Use or access another user’s account or password without permission.
  • INDEMNIFICATION
    The User shall defend, protect, indemnify and hold harmless VF and its partners, employees, agents, successors, and assignees (“Indemnified Parties”) from and against any and all claims in connection therewith (collectively, the “Indemnified Liabilities”), incurred by the Indemnified Parties as a result of, arising out of or relating to:
    1. any misrepresentation by the User to the Indemnified Parties.
    2. any misrepresentation of the User to any third party with respect to the Indemnified Parties.
    3. Violation of any license terms in relation to any Third Party Content.
    4. the breach of any of the clauses of these Terms.
    5. all taxes and regulatory fees for which the User may be liable.
  • CUSTOMER SUPPORT
    In case of any grievance in relation to the Services and/or VF, or at the instance of any perceived copyright violations, the User can reach out to.
  • IMITATION OF LIABILITY
    1. Subject to Applicable Law, notwithstanding anything contained herein VF shall not be liable for any personal injury, emotional injury, stress caused due to any nature of service provided through VF’s platform or any incidental, special, indirect or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption or any other commercial damages or losses, arising out of or related to User’s use or inability to use the Services, however caused, regardless of the theory of liability (contract, tort or otherwise) and even if VF has been advised of the possibility of such damages.
    2. Notwithstanding anything contained herein, in no event shall VF’s total liability to the User for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount that has been paid by the User in lieu of these Terms of Use. The foregoing limitations shall apply even if the above stated remedy fails of its essential purpose.
    3. Without limiting the foregoing, except as expressly stated in these terms, the User understands and agree that the use of the services is at the User’s sole risk and that the services are provided on an “as is” and “as available” basis without warranties or conditions of any kind, either express or implied. To the maximum extent permitted by applicable law, VF expressly disclaims all warranties and conditions including, without limitation, warranties and conditions of satisfactory quality, merchantability, fitness for a particular purpose, non- infringement, and those arising from course of dealing or usage of trade. VF makes no warranty as to the accuracy, completeness or reliability of any materials, information or data available through, or the performance of, the Services.
  • TERMINATION
    1. Subject to applicable law, VF shall have an unconditional right but not an obligation to terminate its engagement with the User, without notice, including but not limited to the restriction of and/or otherwise denial of access to any license to use any of the Assets which may be for the time being in force.
    2. Upon termination the following actions shall take place:
      1. The User’s account shall be canceled and closed, and the corresponding User ID and password shall be deactivated;
      2. All the User Content shall be removed from the Service; provided, however, that the Company may continue to use the User Content for internal archival and reference purposes;
      3. The User shall forfeit all right, title and interest in and to any and all of the Assets; and
      4. VF shall have the right but not an obligation to permanently delete any and all of the User Content.
      5. Termination of shall not relieve the User of any payment obligations that may have arisen prior to such termination, or any other obligations pursuant to any other agreement that has not been specifically terminated, as well as those arising from the clauses laid down in Clause 10 herein.
  • SURVIVAL
    Clauses 3, 4, 5, 6, 8, 9, 11 and 12 of these Terms of Use shall survive the termination of all engagements between the User and VF for any reason whatsoever (along with any ancillary clauses necessary for their due enforcement and implementation).
  • GOVERNING LAW AND ARBITRATION
    1. This Agreement and its performance shall be governed by and construed in all respects in accordance with the Laws of India.
    2. Subject to Clause 11.3 below, these Terms shall be subject to the jurisdiction of the courts in Kolkata.
    3. Any matter, dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to these Terms, including those relating to its validity, its construction or its enforceability (any “Dispute”) shall be exclusively and finally resolved by arbitration under the Indian Arbitration and Conciliation Act, 1996. The Dispute shall be resolved by three (3) arbitrators. VF shall appoint one (1) arbitrator, the User shall appoint one (1) arbitrator and the two arbitrators can jointly appoint the third arbitrator. The existence and content of the arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the correspondence, orders and awards issued by the arbitral tribunal, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.
    4. At the instance either Party fails to appoint an arbitrator within 7 (seven) days from the date of the raising of a Dispute, it shall be deemed that the Parties have jointly appointed the sole arbitrator elected by the other Party.
    5. The Vienna Convention on the International Sale of Goods of 1980 (CISG) shall not apply.
    6. The seat as well as the venue of the arbitration at all times shall be Kolkata.
    7. All proceedings, including issuance of an arbitration award, in any such arbitration, shall be conducted in English.
    8. The arbitration award shall be final and binding on the Parties, and may be enforced by any court of competent jurisdiction.
    9. The Parties agree to bear their own costs of arbitration until such time that the arbitral tribunal does not pass an award deciding on the costs. The arbitrators may, (but shall not be required to), award to a Party that substantially prevails on merits, its costs and reasonable expenses (including reasonable fees of its counsel).
    10. When any dispute is under arbitration, the Parties shall continue to exercise their remaining respective rights and fulfil their remaining respective obligations under this Agreement.
  • ASSIGNABILITY
    Notwithstanding anything contained herein, the User shall not be entitled to assign his rights and obligations under the Agreement to a third party under these Terms of Use.
  • SEVERABILITY
    Any provision in these Terms of Use, which is or may become prohibited or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of these Terms of Use or affecting the validity or enforceability of such provision in the same or any other jurisdiction.
  • AMENDMENTS AND WAIVERS
    1. Any provision of these Terms of Use may be amended or waived if, and only if such amendment or waiver is in writing and signed, in the case of an amendment by each of the Parties, or in the case of a waiver, by the Party against whom the waiver is to be effective.
    2. No waiver by VF of any condition of these Terms of Use, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other condition of these Terms of Use on any future occasion. All remedies, either under these Terms of Use or by Applicable Law or otherwise afforded, will be cumulative and not alternative.
  • INDEPENDENT CONTRACTORS
    The User and VF are independent contracting parties and the User has no power or authority to assume or create any obligation or responsibility on behalf of VF. These Terms of Use will not be construed to create or imply any contract of agency, partnership, or joint venture, or employer-employee relationship.
  • ENTIRE AGREEMENT
    These Terms of Use, along with the Privacy Policy contains the entire agreement of the Parties hereto with respect to the transactions envisaged under these Terms of Use and the inter-se rights and obligations of the Parties, superseding and replacing all negotiations, prior agreements, discussions, memoranda or heads of agreements, made prior to the date hereof amongst the Parties.