Service Agreement - Web Site Channel

For Channel Owners using the Free or Commission Service

To receive a video portal from Vidiac you must agree to and abide by the following terms and conditions of service.

Unless specifically noted under a separate agreement, the following statements apply to all Vidiac Partners who receive free or commission based Vidiac Service.

1. Acceptance of terms

Vidiac provides its service to you, subject to the following Terms of Service ("TOS"), which may be updated by us from time to time without notice to you. You can review the most current version of the TOS at any time at: http://www.vidiac.com/partneragreement.aspx. Vidiac may also offer other services that are governed by different Terms of Service. For instance Agent agreements, or separate Partner Agreements with other communities.

1.1 Qualifications for Service

In consideration of your use of the Service, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (such information being the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Vidiac has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Vidiac has the right to suspend or terminate your account, remove your videos and refuse any and all current or future use of the Service (or any portion thereof).

1.2 Agreement Term

You agree that so long as Vidiac is providing service to you, that you will adhere to the terms of this document.

2. Description of Service

Vidiac manages and maintains the software and infrastructure of a video portal for your use and the use of your members. This service is branded by your company, and use and content is under your control and jurisdiction. You agree that in order to provide this service Vidiac can place advertisements into any interface provided for by the Vidiac software. Such advertisements are under Vidiac’s control and distribution schedule and you acknowledge and accept this as part of the service.

2.1 Ownership of Content

All content uploaded to Vidiac servers is the property of the creator of that content. You make no claims of ownership to any video or media, uploaded to our servers with the exception of media you have created yourself and own right to prior to upload. All users uploading content whether your users our your company or person will be done so under the terms of the User Agreement. A copy of the user agreement is kept here:
http;//www.vidiac.com/useragreement.aspx

2.2 Moderation of Content

You agree that you will be responsible for the quality and contents of all videos uploaded to the system.

3. Use of the System

You agree to manage and maintain content on the system in a legal manner. You further agree that Vidiac is not liable for content uploaded and distributed by you and your members. Vidiac provides no service level agreement on the availability, quality or performance of service, but will endeavor to provide a best effort service to you and your members. You agree that Vidiac is not liable for damages that can arise from (but are not limited to), loss of business, subject matter of content or copyright violation.

4. Cancellation Policy

You are free to cancel your Vidiac Service at any time. Cancellation requests must be sent via email from the contact address for the account to sales@vidiac.com. A confirmation message will be sent back to this address to confirm cancellation and avoid abuse. Cancellation will be effective the last day of the month for the month of cancellation. At time of notice, you forfeit management rights to any content uploaded to the system, and acknowledge Vidiac has the right to migrate such content to another web site portal to insure continuity of service to the users.

5. Account Deactivation and Removal Policy

We reserve the right to temporarily deactivate or permanently remove any Vidiac Partner account at any time. Reasons for this action may include but are not limited to: illicit activity, illegal or unacceptable site content, copyright infringement, and network or server abuse.

6. Terms of Service and Disclaimer of Liability

Although Vidiac attempts to ensure that service is available at all times, service is provided "AS-IS" with no guarantee nor responsibility for the timeliness, deletion, mis-delivery or failure to deliver any user communications or site content. However, you are free to cancel service at any time. Vidiac disclaims liability for any implied warranties of merchantability or fitness for a particular purpose or for any indirect special or consequential damages associated with Vidiac service or content. You are responsible for obtaining access to the service and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements or other content. In addition, you must provide and are responsible for all equipment necessary to access the service.

7. Copyright Notice Display Policy

The Powered by Vidiac messages at the bottom of every Vidiac page are mandatory; they must remain intact and visible. However, removal of these notices may be allowed for at additional monthly cost. Consult the Enhanced Service pricing schedule for current copyright removal cost. Attempts to circumvent the display of copyright notices (including, but not limited to setting page foreground and background color to make text invisible) implies purchase of the copyright removal and associated fees. Failure to comply constitutes grounds for account deactivation.

8. Server Downtime Policy

While Vidiac attempts to maintain 100% server uptime, we reserve the right to schedule routine maintenance on our servers. Maintenance may affect the availability of service for short periods of time. All Vidiac partners will be notified in advance of any foreseeable service interruption. We disclaim liability for server downtime as stated in the Disclaimer of Liability above.

9. Advertisements on Vidiac

The video service is a product of the Vidiac, Inc. You understand that Vidiac, Inc., in order to provide the video hosting service has the right to allow advertisers to cover the costs of this service and as such has the choice of advertisers and the content of their message is at the discretion of Vidiac. Additionally Vidiac reserves the right to deliver communications, service announcements and self advertising in order to continue to provide a quality service.

10. Legal Use of the System

Vidiac respects the rights of copyright holders. As a user of this system you agree to use this service in accordance with the laws of the United States. This includes but is not limited to use of copyrighted or trademark material. If someone claims you are infringing on their copyrights or trademarks, Vidiac may and without warning to you remove such content.

Vidiac is under no obligation to mediate or otherwise become involved in any dispute between you and copyright holders or other participants of this site. In the case of an investigation by authorities, Vidiac will cooperate with any legal investigation including but not limited to providing system logs of investigated activities.

Pornography, illegal, illicit or immoral activities are not allowed on this service. Vidiac reserves the right to define what is pornography, illegal, illicit or immoral activities for any media stored on this service and may without notice to you remove such content at our discretion. As a Vidiac Partner, you agree to insure the legality of any content uploaded to your Vidiac service site.

Vidiac may and without warning to you remove materials, services, or media you have stored from our system for any reason and without warning to you. Additionally Vidiac is allowed to modify your content in such a way as to be optimized for service delivery reasons or advertising insertion. Vidiac will make every attempt to provide a quality, enjoyable service and is allowed to make changes to the system and to your hosted content to insure this objective.

11. Vidiac Portal Interface and Functionality

Vidiac is always striving to create a reliable, powerful and easy to use video portal. As such Vidiac reserves the right to make changes to the interface, functionality and capabilities of the system in order to optimize the service, increase functionality or insure server performance. Vidiac will endeavor to notify all of our partners in a timely manner of any planned interface changes, or future functionality of the site that in development. However, some changes may be made without your consent or notification if Vidiac is making a network wide service change.

11.1. Shared Credit for Traffic to Vidiac powered Web Sites

Vidiac will receive credit for any page view, video stream, unique visitor and any other performance metric served from Vidiac Service. You may still claim traffic to your vidiac powered site for your own reporting purposes but by accepting the terms of this agreement you allow Vidiac to report traffic to your Vidiac powered site as "Vidiac Traffic" to reporting agencies such as but not limited to Nielson, Alexa, Netcraft or other reporting sites.

12. Definitions

Vidiac Partner, Partner: A web site owner that operates a Vidiac video portal. This includes but is not limited to any person that operates a website with Vidiac software providing video content management.

Vidiac Software, Vidiac Service, the system: Any code, service or community that operates under Vidiac Inc application management. This includes but is not limited to any website domain you the Vidiac partner have pointed to the Vidiac servers for Vidiac Service enablement.

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