Terms of Service

1. Acceptance of the Terms of Service

1.1 These terms of use are entered into by and between you and VIDEO SQUIRREL LIVE, INC. ("Video Squirrel," "we," or "us"). The following terms and conditions, together with any documents they expressly incorporate by reference and other terms that we post on the Service, (collectively, "Terms of Service") govern your access to and use of the VIDEO SQUIRREL software application (the “App”) and the website available at www.videosquirrel.app, including any content, functionality and services offered on or through videosquirrel.app and any other subdomains of the primary URL videosquirrel.app (the "Website"). The App and Website may be referred to collectively as the “Service”.

1.2 Please read the Terms of Service carefully before you use the Service. __By using the Service, downloading the App or by clicking to accept or agree to the Terms of Service when this option is made available to you, you accept and agree to be bound and abide by these Terms of Service and our Privacy Policy, found at www.videosquirrel.app, incorporated herein by reference. If you do not agree to these Terms of Service or the Privacy Policy, you must not access or use the Service. __

1.3 The Service is offered and available to users who are 18 years of age or older. By using the Service, you represent and warrant that you are of legal age to form a binding contract with Video Squirrel and meet the foregoing eligibility requirements. If you do not meet these requirements, you must not access or use the Service.

2. Changes to the Terms of Service

2.1 We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Service thereafter.

2.2 Your continued use of the Service following the posting of revised Terms of Service means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

3. Accessing the Service and Account Security

3.1 Subject to your compliance with these Terms of Service, Video Squirrel grants you a limited, non-exclusive, non-transferable, non-sublicenseable and revocable right to access and use the Service (i) to the extent the applicable functionality is made available to you from time-to-time, and (ii) through the provided functionality of the Service. You agree not to use or access, or attempt to use or access, any portion of the Service for which you are not intentionally given access to by Video Squirrel.

3.2 We reserve the right to terminate or amend the Service, and any service or material we provide on the Service, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Service is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Service, or the entire Service.

3.3 You are responsible for ensuring that all persons who access the Service through your internet connection or Account are aware of these Terms of Service and comply with them.

3.4 To access the Service or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Service that all the information you provide on the Service is correct, current and complete and kept up-to-date. You agree that all information you provide to register with the Service or otherwise, including, but not limited to, through the use of any Interactive Services, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

3.5 If you choose, or are provided with, a user name and password, you have an account to use the Service (each an “Account”), and must treat such information as confidential, unless you obtained or created the Account on behalf of a company, in which case you may share the user name and password with other employees and authorized representatives of such company.

You agree not to provide any other person with access to your Account or the Service or portions of them using your user name, password or other security information. You agree to notify us immediately of any unauthorized access to or use of your user name, password or Account or any other breach of security.

You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information.

3.6 We have the right to disable any Account at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.

3.7 Subject to the terms and conditions set forth in these Terms of Service, (including, as applicable, those set forth in Section 4 below (Brand Owner Guidelines) and those set forth in Section 5 below (Influencer Guidelines)), You may access the Account in any of the following roles:

• (a) Consumer: You may access the Service and your Account in your capacity as a consumer to (i) view content posted by others, (ii) create a profile within the Service (a “Profile”), (iii) use the Service to store preferences and message others on the Service, and (iii) purchase products and services promoted via the Service or Video Content via such Service or Video Content (each a “Purchase”).

• (b) Brand Owner: You may access the Service and your Account in your capacity as a brand owner with products and/or services that you would like to promote (a “Brand Owner”) to (i) create a Profile, (ii) provide information about your products and/or services, (iii) post information regarding Opportunities, (iv) create a public facing webpage that provides details about your company (a “Brand Owner’s Webpage”), (v) use the Service to store preferences and message others on the Service with regards, and (vi) communicate with Influencers who have created (or would like to create) Content for an Opportunity or who we have selected to act as an Influencer for an Opportunity.

• (c) Influencer: You may access the Service and your Account in your capacity as a social media influencer (an “Influencer”) to (i) review Opportunities posted by Brand Owners, (ii) create or upload Video Content that partners a Brand Owner’s product or service (as described in an Opportunity) with your content, all subject to and in accordance with any Opportunity Terms, (iii) share the Video Content anywhere on the internet or embed it in a website you own or have permission to embed the Video Content within, (iv) create a Profile that may be reflective of you as an influencer and (v) communicate with Brand Owners about Opportunities and Video Content.

4. Brand Owners.

The terms of this Section 4 apply to any use of the Service as a Brand Owner:

4.1 Before using the Service in your capacity as a Brand Owner, you must enter into the Video Squirrel Ecommerce Agreement. Contact Video Squirrel at help@videosquirrel.app for more information.

4.2 If a Brand Owner would like an Influencer to create content for the Brand Owner’s products or services (“Video Content”), the Brand Owner may provide information regarding a proposed opportunity for which it would like an Influencer to create such Video Content (each an “Opportunity”). The Brand Owner may (a) provide such information directly to Video Squirrel, in order for Video Squirrel to select an Influencer to create Video Content for such Opportunity, or (b) post such information on the Service, in order for an Influencer to select the Opportunity and create Video Content for such Opportunity.

4.3 For each Opportunity, the information provided by Brand Owner shall include the following:

• (a) the information required on the Service to complete a posting for an Opportunity including, without limitation, the price specified for any product or service sold via an Opportunity (the “List Price”), which shall include the price of the relevant product or service, all applicable taxes, all shipping and other fees and the commission that an influencer will earn for each Purchase (the “Commission”);

• (b) information regarding the relevant products and/or services to be featured in the Opportunity;

• (c) terms and conditions applicable to such Opportunity (the “Opportunity Terms”); and

• (d) any brand names, logos, images, videos, and other content (collectively, “Brand Content”) that Brand Owner authorizes an Influencer to use in the Video Content.

4.4 By posting any Brand Content to the Service or otherwise providing it to Video Squirrel, Brand Owner (a) grants to Video Squirrel a perpetual, non-exclusive, royalty-free, worldwide license to use, reproduce, distribute, display and create derivative works of the Brand Content as part of Brand Owner’s Webpage and in the course of providing the Service, and grants to Video Squirrel and Influencer a perpetual, non-exclusive, royalty-free, worldwide license to use, reproduce, distribute, display and create derivative works of the Brand Content in and in connection with the Video Content, (b) authorizes Video Squirrel and Influencer to combine the Brand Content with text, images, graphics, audio and/or other materials as part of the Video Content, (c) represents and warrants that (i) Brand Owner has the full right, power and authority to post such Brand Content and to grant all of the rights granted in these Terms of Service, (ii) Brand Owner owns all right, title and interest in and to the Brand Content, and all elements thereof, and (iii) the exercise by Influencer and Video Squirrel of the rights granted in this Section 4 will not infringe or otherwise violate the rights of any third party (including, without limitation, any intellectual property, publicity and/or privacy rights), and (d) grants Video Squirrel the rights to use any Brand Content in marketing, promotion, sales and other business related activities in regards to the Service.

4.5 Brand Owner acknowledges and understands that:

• (a) there is no obligation on any Influencer to select Brand Owner’s Opportunity,
• (b) there is no obligation on any Influencer to create Video Content for an Opportunity unless the Influencer agrees to do so (whether via the Service or otherwise),
• (c) Influencer, not Video Squirrel, is responsible for the creation, uploading, and sharing of Video Content,
• (d) the Video Content is created by Influencer and licensed to Video Squirrel,
• (e) Influencer and Brand Owner are responsible for compliance with terms and conditions applicable to any websites or other Services on which Video Content is embedded or otherwise posted,
• (f) Influencer, Video Squirrel and their licensees have the right to reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store and transmit the Video Content,
• (g) neither Influencer nor Video Squirrel has granted any rights in the Video Content to Brand Owner,
• (h) Brand Owner should contact Video Squirrel at help@videosquirrel.app if Brand Owner would like to reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit or otherwise use the Video Content,
• (i) notwithstanding the fact that Video Squirrel will collect payments from purchasers, the sale of any products or services promoted by Brand Owner in any Opportunity or Video Content is between the purchaser and Brand Owner, and
• (j) for each Purchase of Brand Owner’s products or services via Video Content, Brand Owner is responsible for (i) promptly contacting the purchaser to provide Purchase and shipment information, (ii) providing the purchased goods and services to the purchaser, (iii) handling all customer service issues, returns, and exchanges, and (iv) notifying Video Squirrel in writing about refunds and price adjustments owed to purchasers and providing all information required for Video Squirrel to process the refund or price adjustment (including, without limitation, the purchaser’s name and contact information and the amount of such refund or price adjustment).

5. Influencers.

The terms of this Section 5 apply to any use of the Service as an Influencer:

5.1 If you, acting as an Influencer, agree to create Video Content for an Opportunity (e.g., by clicking “Join” or “Apply” for an Opportunity) and, if required by the Brand Owner, are approved by Brand Owner or Video Squirrel to create Video Content for such opportunity, the Influencer shall:

• (a) create or upload Video Content either through live broadcast, live capture or pre-recorded video, for the Opportunity, and submit such Video Content to the Service, all in accordance with these Terms of Service and the applicable Opportunity Terms (if any); and
• (b) share the Video Content on social media (e.g., FaceBook, Instagram, etc.) (in which case you shall comply with all terms and conditions applicable to the sharing of Video Content on such social media platform), embed it in a website (that you own or you have permission to embed the Video Content within) and/or share the Video Content through any email or text messaging services that are the subject of the Opportunity.

5.2 Per the terms of the Opportunity, Video Squirrel will pay Commission to Influencer as set forth in the Commission Guidelines in Section 7 below.

5.3 Influencer acknowledges and understands that

• (a) Influencer and Brand Owner are responsible for compliance with terms and conditions applicable to any websites or other Services on which Video Content is embedded or otherwise posted, and
• (b) a Brand Owner may offer an Opportunity that is designated as “Private”, in which case Influencer must keep the details of such opportunity (e.g., the Commission offered) confidential.

6. Online Purchases and Other Terms and Conditions

6.1 All Purchases made by you are governed by our Terms of Sale, which are hereby incorporated into these Terms of Service.

6.2 Additional terms and conditions may also apply to Purchases and/or to specific portions, services or features of the Service. All such additional terms and conditions are hereby incorporated by this reference into these Terms of Service.

7. Commission Guidelines

7.1 After completion of payment for a Purchase, Video Squirrel will retain 7% of the List Price as payment for the Service; will retain the Commission specified for the Influencer (and will subsequently pay such Commission to the Influencer as set forth below); and will pay the remaining amount of the List Price (i.e., the List Price less the payment for the Service and the Commission) to Brand Owner (the “Balance”) in accordance with the terms below in Section 7.4.

7.2 If you are an Influencer or a Brand Owner, you must create a “Video Squirrel Wallet” using the features made available via the Service to do so. You may use the Video Squirrel Wallet to view (a) the Commission or Balance, as applicable, that you have earned, and (b) the amount of the Commission or Balance, as applicable, available for transfer to your bank account. If you do not properly create a Video Squirrel Wallet and provide your bank account information when creating such Video Squirrel Wallet, Video Squirrel will be unable to pay any Commission or Balance to you.

7.3 If you are an Influencer, Video Squirrel will indicate the amount of Commission owed to you for each Purchase in your Video Squirrel Wallet and then, seven (7) days after such amount of Commission was added to the total in your Video Squirrel Wallet, you can transfer the amount of any such Commission to the bank account that is associated with your Video Squirrel Wallet. Video Squirrel may, from time to time, allow the transfer of such Commission within a shorter period of time upon payment of an additional fee.

7.4 If you are a Brand Owner, Video Squirrel will indicate the Balance owed to you for each Purchase in your Video Squirrel Wallet. In the event that any customer initiates a return or refund for any Purchase, Video Squirrel will deduct the Balance attributable to such customer’s Purchase from your Video Squirrel Wallet (less the amount attributable to shipping fees). For any Purchase for which a customer does not initiate a return or refund within thirty (30) days after the amount of the Balance attributable to that Purchase was added to the total in your Video Squirrel Wallet, you can transfer the amount of any Balance to the bank account that is associated with your Video Squirrel Wallet.

8. Intellectual Property Rights

8.1 The Service and its contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Video Squirrel, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

8.2 You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit the Service or any of the material on our Service, or cause or permit others to do so, except as follows:

• (a) If you are acting as an Influencer for an Opportunity, you may use the Brand Content as part of the Video Content, subject to these Terms of Service and the applicable Opportunity Terms.
• (b) You may print or download one copy of a reasonable number of pages of the Service for your own personal, non-commercial use and not for further reproduction, publication or distribution.
• (c) If we provide desktop, mobile or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use and for the other purposes expressly provided in these Terms of Service.

8.3 You must not:

• (a) modify copies of any materials from the Service, except as expressly authorized in these Terms of Service of the applicable Opportunity Terms,
• (b) delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the Service, or
• (c) reverse engineer, translate, disassemble, enable disabled features or decompile the Service, or cause or permit others to do so.

8.4 If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the Service in breach of the Terms of Service, your right to use the Service will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the Service or any content on the Service is transferred to you, and all rights not expressly granted are reserved by Video Squirrel. Any use of the Service not expressly permitted by these Terms of Service is a breach of these Terms of Service and may violate copyright, trademark and other laws.

9. Trademarks

9.1 The VIDEO SQUIRREL name, the Z logo and all related names, logos, product and service names, designs and slogans are trademarks of Video Squirrel or its affiliates or licensors. You must not use such marks without the prior written permission of Video Squirrel. All other names, logos, product and service names, designs and slogans on the Service are the trademarks of their respective owners.

10. Prohibited Uses

10.1 You may use the Service only for lawful purposes and in accordance with these Terms of Service. You agree not to use the Service:

• (a) in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries),
• (b) for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise,
• (c) to send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Service,
• (d) to impersonate or attempt to impersonate Video Squirrel, a Video Squirrel employee, another user or any other person or entity (including, without limitation, by using e-mail addresses or user names associated with any of the foregoing), or
• (e) to engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Service, or which, as determined by us, may harm Video Squirrel or users of the Service, or expose them to liability.

10.2 Additionally, you agree not to:

• (a) use the Service in any manner that could disable, overburden, damage, or impair the Service or interfere with any other party's use of the Service, including their ability to engage in real time activities through the Service,
• (b) use any robot, spider or other automatic device, process or means to access the Service for any purpose, including monitoring or copying any of the material on the Service,
• (c) use any manual process to monitor or copy any of the material on the Service, or for any other purpose not expressly authorized in these Terms of Service, without our prior written consent,
• (d) use any device, software or routine that interferes with the proper working of the Service,
• (e) introduce any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful,
• (f) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer or database connected to the Service,
• (g) attack the Service via a denial-of-service attack or a distributed denial-of-service attack, or
• (h) otherwise attempt to interfere with the proper working of the Service.

11. User Contributions

11.1 The Service may contain interactive features (collectively, "Interactive Services") that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, "post") content or materials (collectively, "User Contributions") on or through the Service. User Contributions include (a) information posted or otherwise provided to Video Squirrel regarding Opportunities, including Opportunity Terms, (b) Video Content, and (c) information posted on a Profile or a Brand Owner’s web page.

11.2 Except as expressly set forth in these Terms of Service or as Video Squirrel expressly agrees in writing, any User Contribution you post to the Service will be considered non-confidential and non-proprietary. By posting any User Contribution on the Service, you grant us, our affiliates and service providers, and each of their and our respective licensees, successors and assigns, a perpetual, sub-licensable right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such User Contribution for any business purpose including, without limitation, use for marketing and promotional purposes and for licensing to Brand Owners whose brand is featured in such User Contribution. For purposes of this Section 11.2, the term “User Contributions” does not include messages sent using the Service between a Brand Owner and an Influencer (and no other third party).

11.3 You represent and warrant that:

• (a) you own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns, and
• (b) all of your User Contributions do and will comply with these Terms of Service and all applicable laws.

11.4 You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Video Squirrel, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.

11.5 We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Service.

12. Monitoring and Enforcement; Termination & Suspension

12.1 We have the right to:

• (a) remove or refuse to post any User Contributions for any or no reason in our sole discretion including, without limitation, removal of User Contributions that have been identified by you or other users as inappropriate,
• (b) take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion if we believe that such User Contribution violates the Terms of Service, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Service or the public or could create liability for Video Squirrel, (c) disclose your identity or other information about you to any third
• party who claims that your User Contributions violate their rights, including their intellectual property rights or their right to privacy.
• (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service, and
• (e) terminate or suspend your access to all or part of the Service for any or no reason, including without limitation, any violation of these Terms of Service, without notice or liability.

12.2 Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any User Contributions on or through the Service. YOU WAIVE AND HOLD HARMLESS VIDEO SQUIRREL AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

12.3 Although we reserve the right to review User Contributions, we have no obligation to review any User Contributions before they are posted on the Service, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding User Contributions. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

13. Content Standards

13.1 The content standards in this Section 13.1 (the “Content Standards”) apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with these Content Standards and all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

• (a) contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable,
• (b) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age,
• (c) infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person,
• (d) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Service and our Privacy Policy,
• (e) be likely to deceive any person,
• (f) promote any illegal activity, or advocate, promote or assist any unlawful act,
• (g) cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person,
• (h) impersonate any person, or misrepresent your identity or affiliation with any person or organization, or
• (i) give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.

13.2 Video Squirrel may, in its sole discretion, determine whether any User Contribution violates the Content Standards.

13.3 Video Squirrel may, from time to time, allow a user to identify User Contributions of others that they deem objectionable and “flag” such content so that such User Contributions are no longer accessible to such user (though such User Contributions may remain available to other users of the Service).

14. Copyright Infringement

14.1 If you believe that any User Contributions violate your copyright, please send us a notice of copyright infringement that complies with the Digital Millenium Copyright Act. It is the policy of Video Squirrel to terminate the user accounts of repeat infringers.

15. Reliance on Information Posted

15.1 The information presented on or through the Service is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Service, or by anyone who may be informed of any of its contents.

15.2 The Service may include content provided by third parties, including materials provided by other users, Influencers and third-party licensors. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Video Squirrel, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Video Squirrel. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

16. Changes to the Service

16.1 We may update the content or features available on the Service from time to time, without notice or lability. Even so, the content on the Service is not necessarily complete or up-to-date. Any of the material on the Service may be out of date at any given time, and we are under no obligation to update such material.

17. Information About You and Your Visits to the Service

17.1 All information we collect on the Service is subject to our Privacy Policy. By using the Service, you consent to all actions taken by us with respect to your information in compliance with the Privacy Policy.

18. Linking to the Service and Social Media Features

18.1 You may link to our Website homepage, provided you do so in a way that is legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part

18.2 The Service may provide certain social media features that enable you to:

• (a) link from your own or certain third-party websites to certain content on the Service,
• (b) send e-mails or other communications with certain content, or links to certain content, on the Service, and/or
• (c) cause limited portions of content on the Service to be displayed or appear to be displayed on your own or certain third-party websites.

18.3 You may use these features solely as they are provided by us, solely with respect to the content they are displayed with, and otherwise in accordance with any additional terms and conditions we provide with respect to such features. Subject to the foregoing, you must not:

• (a) establish a link from any website that is not owned by you unless you have permission to do so from the owner of the website,
• (b) cause the Service or portions of it to be displayed, or appear to be displayed by, for example, framing, deep linking or in-line linking, on any other site,
• (c) otherwise take any action with respect to the materials on the Service that is inconsistent with any other provision of these Terms of Service.

18.4 The website from which you are linking, or on which you make Video Content accessible, must comply in all respects with the Content Standards set out in these Terms of Service.

18.5 You agree to cooperate with us in causing any unauthorized framing or linking immediately to cease. We reserve the right to withdraw linking permission without notice.

18.6 We may disable all or any social media features and any links at any time without notice in our discretion.

19. Links from the Service

19.1 If the Service contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third party websites linked to the Service, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.

20. Geographic Restrictions

20.1 The owner of the Service is based in the United States. We make no claims that the Service or any of its content is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

21. Disclaimer of Warranties

21.1 You understand that we cannot and do not guarantee or warrant that content available for downloading from the internet or the Service (including any Brand Content or User Contributions) will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Service for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT. 21.2 YOUR USE OF THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE IS AT YOUR OWN RISK. THE SERVICE, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER VIDEO SQUIRREL NOR ANY PERSON ASSOCIATED WITH VIDEO SQUIRREL MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICE. WITHOUT LIMITING THE FOREGOING, NEITHER VIDEO SQUIRREL NOR ANYONE ASSOCIATED WITH VIDEO SQUIRREL REPRESENTS OR WARRANTS THAT THE SERVICE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SERVICE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE SERVICE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

21.3 VIDEO SQUIRREL HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

21.4 THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

22. Limitation on Liability

22.1 TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF VIDEO SQUIRREL AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $50 OR THE AMOUNT YOU HAVE PAID TO VIDEO SQUIRREL FOR THE APPLICABLE CONTENT, PRODUCT, OR SERVICE IN THE LAST SIX MONTHS OUT OF WHICH LIABILITY AROSE. 22.2 IN NO EVENT SHALL VIDEO SQUIRREL OR ITS SUBSIDIARIES AND AFFILIATES, AND THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS AND DIRECTORS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THESE TERMS OF SERVICE AND/OR THE SERVICE, WHETHER FOR BREACH OF CONTRACT, IN TORT OR OTHERWISE, EVEN IF VIDEO SQUIRREL IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

22.3 THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

23. Indemnification

23.1 You agree to defend, indemnify and hold harmless Video Squirrel, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Service or your use of the Service, including, but not limited to, your User Contributions, any use of the Service's content, services and products other than as expressly authorized in these Terms of Service, or your misuse of any information obtained from the Service.

24. Governing Law

24.1 All matters relating to the Service and these Terms of Service, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction).

25. Arbitration

25.1 Any dispute under this Agreement not resolved amicably by Brand Owner / Influencer and Video Squirrel shall be resolved exclusively by arbitration as follows:

25.2 Arbitration shall take place in Saint Louis, Missouri, and shall be administered under the procedures established by the American Arbitration Association or as may otherwise be agreed upon by the Parties.

25.3 The Party asserting the dispute (the “Petitioner”) shall indicate an intent to commence arbitration hereunder by giving written notice of such intent to the other party (the “Respondent”).

25.4 If the Petitioner and Respondent are unable to resolve the dispute within 15 days following the receipt by the Respondent of the above notice, arbitration shall commence upon the delivery by the Petitioner to the Respondent of a petition complying with the Arbitration Rules of the American Arbitration Association (the “Rules”) and setting forth at a minimum (i) the acts or omissions complained of, (ii) the Section or Sections of this Agreement breached or otherwise involved, and (iii) the relief sought. The Respondent shall respond to such petition in conformity with such Rules and a counterclaim shall be permitted if timely filed and served.

25.5 The arbitration shall be conducted in conformance with such Rules except that (i) the Petitioner and Respondent may provide any instructions to the arbitrator(s) which deviate from such Rules as the Petitioner and Respondent may mutually agree, and (ii) unless the Petitioner and Respondent mutually agree otherwise, they shall have the right to conduct discovery in any manner and to the extent authorized by the Federal Rules of Civil Procedure as interpreted by the Federal courts in Saint Louis, Missouri.

25.6 If the Petitioner and Respondent are able to agree upon a single arbitrator within 10 days following commencement of the arbitration, such individual shall serve as the arbitrator.

25.7 If the Petitioner and Respondent are unable to agree timely upon a single arbitrator, there shall be three arbitrators designated as follows: (i) Petitioner shall designate one arbitrator; (ii) Respondent shall designate one arbitrator; and (iii) the respective arbitrators designated by the Petitioner and Respondent shall select a third arbitrator within 10 days following the date on which the last of them is designated; provided, however, if the respective arbitrators designated by the Petitioner and Respondent are unable to agree, within 10 days of the last of them to be designated, upon the selection of a third arbitrator, the third arbitrator shall be appointed by the commercial panel of the American Arbitration Association.

25.8 If (i) a single arbitrator is used, the written decision of that arbitrator shall be final and binding upon the Petitioner and Respondent, and (ii) three arbitrators are used, the written decision of at least two of the three arbitrators shall be final and binding upon the Petitioner and Respondent.

25.9 With respect to any award in arbitration, the arbitrator(s): (a) shall issue an award in writing which (A) sets forth findings of fact, (B) resolves each specific claim, (C) attaches a reasoned opinion, and (D) is signed by the single arbitrator or by at least two of the three arbitrators, as the case may be; (b) may compel specific performance by the Petitioner or the Respondent of his or its respective obligations under this Agreement or award injunctive relief to restrain any breach of this Agreement by a Petitioner or Respondent, in each instance without the necessity of the Petitioner (A) alleging or proving damages as a result of the breach, or (B) posting any bond; provided, however, seeking or obtaining equitable relief shall not preclude a party to the arbitration from also seeking or obtaining an award for money damages in the arbitration; and (c) shall equitably allocate between the Petitioner and Respondent all (A) administrative fees and expenses of the arbitrator(s) and the arbitration, and (B) fees (including reasonable legal fees) and expenses incurred by the prevailing party in the arbitration.

25.10 Judgment upon an award in arbitration may be entered in any court of competent jurisdiction in the United States.

26. Limitation on Time to File Claims

26.1 ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SERVICE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

27. Waiver and Severability

27.1 No waiver of by Video Squirrel of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Video Squirrel to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

27.2 If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

28. Entire Agreement

28.1 The Terms of Service, our Privacy Policy, Terms of Sale, and, as applicable, the Video Squirrel E-Commerce Agreement, constitute the sole and entire agreement between you and Video Squirrel with respect to the Service and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Service.

29. Your Comments and Concerns

29.1 This Service is operated by VIDEO SQUIRREL, INC., 2816 Sutton Blvd, Suite 1, St Louis, Missouri 63017.

29.2 All notices of copyright infringement claims should be sent to the designated copyright agent in the manner and by the means required under applicable law.

29.3 All other feedback, comments, requests for technical support and other communications relating to the Service should be directed to: help@videosquirrel.app.