Carefully read the following terms and conditions before accessing, installing, using the platform or any services offered by Vizdum. This document (the “Agreement”) sets forth the term and conditions under which the Licensor is willing to provide and license the online platform Vizdum (“Vizdum”) to Licensee. By clicking "I agree", opening the media container, downloading the Software, or installing/using the platform, You are consenting to be bound by this Vizdum License Agreement ("Agreement"). If You are not willing to accept the terms and conditions of this Agreement, You may not access, copy, install, or use the Product—immediately return the entire Product to the source from which it was obtained, and uninstall/remove/destroy any additional copies of the Product.
You agree to become bound by the agreement and all of its terms and conditions unless the agreement, or portions of it are over ridden by an insertion order. If you do not agree to all the terms and conditions of the agreement, you will not have any right to use any services offered by the company.
Vizdum: Vizdum.com, 5201 Great America Pkwy. Suite 320, Santa Clara, California 95054, USA.
You/Licensee: The individual or organization obtaining the Product. If You/Licensee agree to these terms on behalf of an organization, You represent to Vizdum that You are authorized to accept these terms on the organization's behalf.
Product/Platform: All the materials, including the Software, provided by Vizdum under this Agreement (whether by download or physical storage media), and data accessed on Vizdum's servers.
Intellectual Property Rights: Any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions, and restorations thereof.
Subject to the terms and conditions set forth herein, Licensor hereby grants to Licensee a limited, revocable, worldwide, non‐ exclusive, non‐ transferable, non‐ sublicensable, license to use Vizdum during the term of this Agreement.
The license above is conditioned upon Licensee complying with the following: (i) except as permitted herein, Licensee will not display, use, reproduce, cache, store, distribute, make derivative works of, modify, sell, resell, rent, license, sublicense, transfer, assign or redistribute Vizdum; (ii) Licensor will not alter, modify, add to, edit or delete Vizdum or any Licensor intellectual property appearing in same, and Licensor shall not be responsible for any interference, delay or downtime caused by any external additions or modifications created by Licensee; and (iii) Licensee’s use of Vizdum will comply with all applicable laws.
Except as expressly set forth in this Agreement, nothing, contained herein or otherwise shall be deemed to grant to Licensee any right, title or interest in Vizdum or any other intellectual property or know‐ how of Licensor (collectively, the “Licensor IP”). Licensee recognizes the substantial value of publicity and goodwill associated with the Licensor IP. Further, Licensee acknowledges that all trademarks and service marks pertaining thereto or used in connection herewith have acquired secondary meaning in the minds of the public and Licensee agrees that such marks and other intellectual property and goodwill related thereto shall belong solely and exclusively to Licensor and that all use pursuant to this Agreement shall inure to the sole and exclusive benefit of Licensor. Licensor shall have the right to use the trademarks, service marks and other intellectual property of Licensee for Licensor’s promotional purposes, marketing materials and similar uses.
The parties each agree that the terms of this Agreement are strictly confidential, and that neither party will disclose such terms of this Agreement to any third party without the prior written consent of the other party. Neither party shall make any public statement, issue any press release or make or release any other type of announcement or statement relating to the existence of this Agreement without the prior written approval of the other party.
Cancellation & Termination
Either party may terminate this Agreement at any time by emailing notice to the other party. Termination will become effective at the end of either the then-current billing period, or when all outstanding payments have reached their respective stop dates. Either party may also terminate this Agreement immediately by emailing notice to the other if the other party breaches any part of this Agreement, unless such breach is cured to the satisfaction of the non-breaching party within 10 days following receipt of written notice of the breach. Upon termination of this Agreement each party shall cease use of any of the other party’s names and brands, any content or materials provided here under (which shall be either promptly returned or destroyed). The terms of this Agreement that by their nature should survive termination shall so survive, along with any payments that accrue prior to such termination.
Promptly following termination Licensee shall pay Licensor a final payment for the period ending on the date of termination. Termination of this Agreement will not act as a waiver of any breach of this
Agreement and will not act as a release of any party hereto from any accrued liability or liability for breach of such party’s obligations under this Agreement. Upon termination, Licensee shall cease using
Vizdum for any and all purposes and shall promptly return all Licensor IP to Licensor.
Licensee agrees to the following:
● No illegal or fraudulent activities allowed in the Vizdum system
● No violence, phishing and other abusive texts or target sites are allowed
● Licensor don’t take any responsibility for a 3rd party content
● Licensor keeps all copyrights for all the elements of the system
Limited Warranty and Disclaimer
VIZDUM DOES NOT WARRANT THAT THE PRODUCT/PLATFORM IS FREE FROM ALL ERRORS AND/OR OMISSIONS, AND IN FACT IT MAY CONTAIN THEM. EXCEPT AS SPECIFICALLY SET FORTH ABOVE, THE PRODUCT IS PROVIDED "AS IS". LICENSOR EXPRESSLY DISCLAIMS ANY REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF
TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON‐ INFRINGEMENT. FURTHERMORE, LICENSOR MAKES NO REPRESENTATION OR WARRANTY TO LICENSEE THAT THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT WILL PRODUCE ANY LEVEL OF INCOME, PROFITS OR BUSINESS. EXCEPT AS SPECIFIED IN THIS AGREEMENT, LICENSOR MAKES NO REPRESENTATIONS THAT THE OPERATION OF ITS TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR‐ FREE, AND WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL (INCLUDING BUT NOT LIMITED TO LOST PROFITS), INCIDENTAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING, DIRECTLY OR INDIRECTLY OUT OF THIS AGREEMENT WHETHER SUCH CLAIM IS BASED ON
WARRANTY, CONTRACT OR TORT (INCLUDING NEGLIGENCE) EVEN IF SUCH DAMAGES WERE FORESEEABLE AND THE PARTY WAS ADVISED OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL LICENSOR’S LIABILITY EVER EXCEED 25% OF THE TOTAL AMOUNT PAID TO LICENSOR BY LICENSEE HEREUNDER.
Licensee agrees to indemnify, defend and hold Licensor and Licensor’s successors, officers, directors, employees and assignees harmless from any and all third party actions, claims, costs, liabilities, expenses (including reasonable attorney fees and costs) and damages that arise directly or indirectly out of: (a) a claim that Licensee, its advertisers, clients, or any content or activity related thereto, violates any applicable law, rule or regulation or infringes the rights of any third party, including but not limited to, intellectual property rights, privacy rights, publicity rights, claims of defamation, false or deceptive advertising claims and consumer fraud; or (b) any failure of Licensee to perform or otherwise fulfill or comply with any covenant contained in this Agreement.
Licensor agrees to defend, indemnify and hold harmless Licensee and Licensee’s successors and assigns from and against of any and all claims, demands, losses, damages, costs and reasonable expenses, including reasonable legal fees and expenses, resulting from or arising out of any failure of Licensor to perform or otherwise fulfill or comply with any covenant contained in this Agreement.
Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to grant the rights and perform the duties listed herein. Each party further represents and warrants that by entering into this Agreement with the other, it is not breaching any duty or obligation to any third party and that the person executing this Agreement on behalf of it is the duly authorized representative of such party and authorized to bind it to the terms of this Agreement.
No variation or modification of this Agreement or waiver of any of the terms or provisions hereof will be deemed valid unless in writing and signed by both parties. The failure by any party to exercise or enforce any of the terms or conditions of this Agreement shall not constitute a waiver of that party's rights here under to enforce each and every term and condition of this Agreement.
In the event that any suit or action is instituted to enforce any provisions in this Agreement, the prevailing party in such dispute shall be entitled to recover from the losing party such reasonable fees, costs and expenses of attorneys and accountants, which shall include, without limitation, all fees, costs and expenses of appeals.
Each party hereby irrevocably and unconditionally consents to submit to the exclusive jurisdiction of the courts of the State of California, USA, to the exclusions of all other jurisdictions, for any actions, suits or proceedings arising out of or relating to this agreement and the transactions contemplated hereby (and each party agrees not to commence any action, suit or proceeding relating thereto except in such courts), without reference to choice of law rules applicable to agreements made and to be wholly performed therein. Each party hereby irrevocably and unconditionally waives any objection to the venue of any action, suit or proceeding arising out of this agreement or the transactions contemplated hereby, as provided above, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum. The validity, construction and interpretation of this Agreement shall be governed by the laws of the State of California, USA, without regard to its conflicts of laws rules.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATED TO THIS AGREEMENT.
If the waiver of jury trial set forth in this section is not enforceable, then any claim or cause of action arising out of or relating to this Agreement shall be settled by judicial reference pursuant to California Code of Civil Procedure Section 638 et seq. before a referee sitting without a jury, such referee to be mutually acceptable to the parties or, if no agreement is reached, by a referee appointed by the Presiding Judge of the California Superior Court. This paragraph shall not restrict a party from exercising remedies under the Uniform Commercial Code or from exercising pre‐ judgment remedies under applicable law.
5201 Great America Pkwy., Suite 320,
Santa Clara, California, 95054