TermsGeneral Terms & Conditions For Editors & Creators
Introduction: What is Vidmob and Our Terms?
Vidmob, Inc.’s (“VidMob” or “we”) mobile applications (the “App”), website(s) located at www.vidmob.com (the “Website”) and its proprietary software platform collectively form the Vidmob platform (the “Platform”). The Platform enables owners and creators of video content (“Creators”) to request video editing services from independent video editors (“Editors”) and Editors to agree to provide such services, subject to these Terms and Conditions (“Terms”)
Vidmob is not an employer of Editors, nor does it act as an agent for Creators; rather, Vidmob’s Platform provides a digital platform where Editors and Creators can find and contract directly with each other.
Last Updated: October 4, 2016
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER (SEE SECTION 1.15 BELOW).
SECTION 1 – GENERAL TERMS
1.1. Acceptance and Modification
By using the Platform, you affirm that you understand and agree to be bound by these Terms. You may be asked to reaffirm your agreement to these Terms for each Project. Vidmob reserves the right, in its sole discretion, to change these Terms, and any other documents incorporated by reference herein, at any time. Vidmob will notify you of changes by posting on the Platform. We may, in our sole discretion, provide additional notice, such as an e-mail message or messaging within the Platform, of any changes, but it is your responsibility to periodically check for changes. All changes are effective thirty (30) days after they are posted on the Platform or messaged to you.
1.2. Disclosure of Information
All of your online communications (including, without limitation, chat text, voice communications, IP addresses and your personal information) may not be confidential. Such information may be accessed, monitored, and used as necessary to provide and run the Platform and may be disclosed: (i) when we have a good faith belief that we are required to disclose the information in response to legal process (for example, a court order, search warrant or subpoena); (ii) to satisfy any applicable laws or regulations; (iii) where we believe that the Platform is being used in the commission of a crime, including to report such criminal activity or to exchange information with other companies and organizations for the purposes of fraud protection and credit risk reduction; (iv) when we have a good faith belief that there is an emergency that poses a threat to the health and/or safety of you, another person or the public generally; and (v) in order to protect Vidmob’s rights or property, including to enforce these Terms. By entering into these Terms, you hereby provide your irrevocable consent to such monitoring, access and disclosure during your use of the Platform.
1.3. Vidmob Is A Platform, Not A Service Provider
Vidmob provides a software platform that allows Creators and Editors to find each other, contract directly, and work together quickly and efficiently.
Using the Platform, Creators can put forth descriptions of video editing projects they would like performed (“Projects”), Editors can then submit bids for the work described (“Bids”), and upon acceptance of a Bid for Project by a Creator, the two parties can contract directly using the CEB Terms. Vidmob is not a party to any contracts for Projects between Creators and Editors.
Each Editor is an independent contractor and not an employee of Vidmob, and Editors do not have authority to enter into written or oral contracts — whether implied or express —on behalf of Vidmob.
Each Creator acknowledges that Vidmob does not, in any way, supervise, direct, or control an Editor’s work or services performed for any Project in any manner. Vidmob does not set an Editor’s work hours or location of work, nor does Vidmob provide any equipment, labor, or materials needed for a particular Project or Bid.
1.4. Use of the Platform
The following rules shall apply to your use of the Platform:
– You may not use the Platform for any commercial purpose (including but not limited to using the Platform to advertise, solicit, or transmit any commercial advertisements – other than an Editor’s own video editing services in a manner authorized hereunder – including chain letters, junk e-mail, or repetitive messages) except as expressly authorized by Vidmob in these Terms or other applicable agreement.
– You may not use the Platform in a manner that does or potentially could violate any law, statute, or ordinance and/or in the furtherance of any illegal activity.
– You may not abuse, hack, attack, interfere with, or otherwise disrupt the Platform or do anything contrary to or not expressly authorized under these Terms of Service.
– You may not use the Platform to harass, threaten, or abuse others, or post or upload obscene, pornographic, or otherwise objectionable materials, or to exploit children by exposing them to inappropriate content or otherwise.
– You may not post any content that contains anything that Vidmob deems to be unlawful, harmful, abusive, racially or ethnically offensive, infringing, invasive of personal privacy, harassing, libelous, threatening, or otherwise deemed offensive.
– You may not create, store, or share any content which violates third party rights of any kind, including, without limitation, any Intellectual Property Rights or rights of privacy. For purposes of these Terms, “Intellectual Property Rights” include all patent rights, copyrights, mask work rights, trademarks, rights of publicity, moral rights, service mark rights, goodwill, trade secret rights, or any other intellectual property rights now in existence or which may otherwise come into existence, under any applicable law, statute, or regulation.
Vidmob, in its sole discretion, may remove any Content from the Platform and/or may disable and/or terminate any Account found to be in violation of these rules.
1.5. Intellectual Property Rights
The Platform, including without limitation any patents, trademarks, software including source and object code, comprising, incorporated in, or displayed on the Platform, is owned exclusively by Vidmob. Vidmob reserves all rights, including without limitation, all intellectual property rights or other proprietary rights, in connection with the Platform. You agree not to modify, rent, lease, loan, sell, assign, distribute, reverse engineer, or create derivative works based on, any element of the Platform, except as expressly authorized by Vidmob in writing.
Subject to these Terms, Vidmob grants you a personal, non-transferable, non-exclusive license to access the Platform, provided that such license does not include the right to broadcast, copy, or incorporate any aspect of the Platform, including but not limited to any Vidmob or third party trademark, service mark, trade dress, or information (including other users’ personal information), outside of the Platform.
“Creator Content” means any information, data, text, images, graphics, animations, video, sounds, or other material posted, uploaded, stored, or transmitted on the Platform by you as a Creator.
“Editor Content” means any information, data, text, images, graphics, animations, video, sounds, software, tools and technology, or other material used or incorporated in a Project by an Editor.
Project Content and Creator Content may sometimes be collectively referred to as “Content.”
Vidmob claims no ownership over any Content.
The Vidmob Platform allows Creators and Editors the ability to create and share Projects that may contain photographs, video clips, music, sounds, narration, and pictures and images. Editors and Creators may not always own the Intellectual Property Rights to those creative elements. When using the Platform to create any Project, it is the responsibility of the party supplying the Content to ensure that they have obtained the rights to use any and all creative elements contained in their Content, including Intellectual Property Rights owned by third parties. Vidmob disclaims any and all liability for your use of creative elements or Content owned by a third party and Vidmob will not be responsible for the consequences of any such use, including but not limited to legal action, injunctions, and cease and desist requests.
In order to use the Platform as either a Creator or an Editor, you will need to register an account on the Platform (an “Account”). You are responsible for maintaining the confidentiality of your Account login information, and you are solely responsible for anything that happens through your Account. You may cancel any Account registered to you at any time by emailing us at firstname.lastname@example.org.
Vidmob reserves the right to revoke your Account and/or your access to the Platform upon Vidmob’s written notification to you of a breach of these Terms and your failure to cure that breach within fifteen (15) days. Vidmob may suspend your Account if Vidmob reasonably believes your use of the Platform or any of your Content (as defined below) has breached these Terms, infringes on any third party’s rights, or otherwise violates (or could place Vidmob in violation of) applicable law.
1.7. Copyright Notices and Complaints
It is Vidmob’s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”).
If you believe that your copyrighted work has been copied, reproduced, displayed, duplicated, performed, distributed, or otherwise infringed upon without your authorization and is available on the Platform in a way that may constitute copyright infringement, you may provide notice of your claim to Vidmob using the method listed below. For your notice to be effective, it must include the following information:
– A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
– A description of the copyrighted work that you claim has been infringed upon;
– A description of where the material that you claim is infringing is located;
– Information reasonably sufficient to permit Vidmob to contact you, such as an address, telephone number, and, if available, an e-mail address at which you may be contacted;
– A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
– A statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Please notify us of any alleged copyright claims by emailing us at email@example.com.
If your Content or other information has been affected by reason of a notification under the DMCA, you may make a counter-notification pursuant to sections 512(g)(2) and (3) of the DMCA. You will be liable for damages (including costs and attorneys’ fees) if you materially misrepresent that your Content or your activity is not infringing the copyrights of others. When we receive a counter-notification, we may reinstate the material in question.
To file a counter-notification with us, you must provide us with a written communication sent to Vidmob at firstname.lastname@example.org setting forth the following items:
– An identification of the URLs or other unique identifying information or material that Vidmob has removed or to which Vidmob has disabled access;
– Your name, address, telephone number, email address, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or the Borough of Manhattan, New York, NY if your address is outside of the United States), and that you will accept service of process from the person who provided notification under the DMCA or an agent of such person;
– A statement, under penalty of perjury, that you have a good faith belief that Content at issue was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and – Your physical or electronic signature.
Vidmob reserves the right to terminate, without notice, any user’s (whether an Editor or a Creator) access to the Platform if that user is determined by Vidmob, in its sole discretion, to be a “repeat infringer.” In addition, Vidmob accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.
1.8. Updates to the Platform; Discontinuation of the Platform
You understand that the Platform is constantly evolving. Vidmob may require that you accept updates to the Platform, and may automatically update the Platform or any portion thereof at any time with or without notifying you. You may need to update third party software from time to time in order to access the Platform.
Vidmob reserves the right to stop offering and/or supporting the Platform or a particular part of the Platform at any time either permanently or temporarily. In such event, Vidmob shall have no liability in connection with such discontinued elements of the Platform, and shall not be required to provide refunds, benefits or other compensation.
1.9. Monitoring of the Platform
Vidmob shall have the unlimited right, but not the obligation, to monitor the Platform and all Content appearing on the Platform, and Vidmob reserves the right to edit, remove, or refuse any Content for any reason in its sole discretion. Vidmob will have no responsibility to ensure that users of the Platform behave in a courteous way or that Content is appropriate.
Vidmob takes reasonable measures to ensure the security of the Platform, but no software or website is completely secure. You therefore acknowledge and agree that Vidmob does not guarantee the security or confidentiality of any Content transmitted to the Platform. If you wish to keep any Content or other information of yours a secret, do not upload it to the Platform. You agree that Vidmob has no responsibility or liability for deletion or failure to store any Content posted, stored, or transmitted via the Platform.
You agree to indemnify, defend, and hold Vidmob, its affiliated companies, contractors, employees, officers, agents and third-party suppliers, licensors, and partners (the “Vidmob Parties”) harmless from all claims, suits, proceedings, actions, losses, damages, expenses, or other liabilities, including legal fees and expenses (“Claims”), arising out of your use or misuse of the Platform, any violation by you of these Terms, or any breach of the representations, warranties, and covenants made by you herein.
The parties agree that the provisions in this paragraph 1.11 will survive any termination of your Account(s) or of the Platform. 1.12. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
a. USE OF THE PLATFORM IS AT YOUR SOLE RISK AND THE PLATFORM IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD).
b. VIDMOB DOES NOT WARRANT THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, ERROR-FREE, OR SECURE. c. YOU USE, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS AND CONTENT THROUGH THE PLATFORM AT YOUR OWN RISK, AND VIDMOB IS NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS. d. NO ADVICE OR INFORMATION OBTAINED FROM VIDMOB SHALL CREATE ANY WARRANTY NOT STATED IN THESE TERMS. e. PROJECTS AND SERVICES PROVIDED BY EDITORS INVOLVE THE CREATIVE PROCESS AND THERE IS NO GUARANTEE THAT A CREATOR WILL LIKE THE WORK PERFORMED BY AN EDITOR.
f. NEITHER VIDMOB NOR ANY VIDMOB PARTIES ARE RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY EDITOR, CREATOR, OR VISITOR TO THE PLATFORM AND YOU HEREBY RELEASE THE VIDMOB PARTIES FROM ANY AND ALL LIABILITY RELATED THERETO. THE VIDMOB PARTIES WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM.
1.13. LIMITATION OF LIABILITY
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE PLATFORM UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT THE VIDMOB PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING FOR LOSS OF PROFITS, GOODWILL OR DATA, IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE PLATFORM.
YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT VIDMOB IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD VIDMOB LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE PLATFORM AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE PLATFORM AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. THE TOTAL CUMULATIVE LIABILITY FOR THE VIDMOB PARTIES FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO A MAXIMUM OF $500.
NOTHING IN THESE TERMS IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY, RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE ABOVE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
1.15. DISPUTE RESOLUTION/ARBITRATION/CLASS ACTION
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
If a dispute arises relating to your use, misuse, or inability to use the Platform, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, we strongly encourage you to first contact us directly to seek an informal resolution through our customer support team. The customer support team can be contacted via email at email@example.com or via letter by physical mail at 54 Thompson Street, 4th Floor, New York, NY 10012.
If any dispute cannot be settled informally, you agree to resolve any claim or controversy at law or equity relating to these Terms or the provision of the Platform (a “Claim”) through binding, non-appearance-based arbitration. The arbitration shall be conducted by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, which are available at the JAMS website located at www.jamsdr.com. The arbitration shall be conducted by a single arbitrator. The parties waive the right to seek punitive damages and the arbitrator shall have no authority to award such damages. The arbitrator will provide a detailed written statement of the decision, which will be final and capable of entry in any court of competent jurisdiction. Except as may be otherwise ordered by the arbitrator, each party shall bear its own costs and expenses in connection with any proceeding commenced under this section, including, without limitation, legal fees and disbursements, travel expenses, witness fees and costs, photocopying and other preparation expenses. The costs and other fees charged by JAMS shall be shared equally between the parties. The parties understand that in some instances, the costs of arbitration may actually exceed the costs of litigation.
Unless you exercise your opt out rights as provided below, any arbitration shall be conducted by the parties in their individual capacities only and not as a class action or other representative action, and the parties waive their right to file a class action or seek relief on a class basis. You have the right to opt out and not be bound by the arbitration and class action waiver provisions of this Section by sending written notice (from the email address you use on Vidmob) of your decision to opt out to firstname.lastname@example.org with the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT.” The notice must be sent within thirty (30) days of your first use of the Platform.
If any court or arbitrator determines that the class action waiver set forth in the preceding sentence is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth in this Section 1.15 shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate a Claim. Notwithstanding the binding arbitration provisions found in this Section 1.15 and any contrary provisions herein, Vidmob has the following equitable rights and remedies:
(a) You acknowledge that the rights granted and obligations made under these Terms to Vidmob are of a unique and irreplaceable nature, the loss of which shall irreparably harm Vidmob and which cannot be replaced by monetary damages alone. Accordingly, Vidmob shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you.
(b) You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Platform, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Platform or any content or other material used or displayed through the Platform and agree to limit your claims to claims for monetary damages (if any).
These Terms and any dispute arising out of or related to it or the use, misuse, or inability to use the Platform shall be governed in all respects by the laws of the State of New York as they apply to agreements entered into and to be performed entirely within New York between New York residents, without regard to conflict of law provisions. In the event of an arbitration, the arbitrator shall follow New York law and the Federal Rules of Evidence in adjudicating the Claim. You agree to submit to the personal jurisdiction of the courts located within the Borough of Manhattan, New York in connection with any entrance of an arbitrator’s judgment or decision or any dispute with respect to the arbitration process or procedure or Vidmob’s exercise of its equitable rights or remedies set forth herein.
1.16. General Provisions
Vidmob may assign or delegate these Terms, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms, without Vidmob’s prior written consent, and any unauthorized assignment and delegation by you is void and ineffective.
Vidmob may publish additional policies related to specific services or products. Your right to use such services is subject to those specific policies and these Terms.
These Terms, including any other terms applicable to specific Vidmob products or services, contain the entire understanding between you and Vidmob, and supersede all prior understandings of the parties hereto relating to the subject matter hereof, whether electronic, oral or written, or whether established by custom, practice, policy or precedent, between you and us with respect to the Platform.
Vidmob’s failure to require or enforce strict performance by you of any provision of these Terms or failure to exercise any right under them shall not be construed as a waiver or relinquishment of Vidmob’s right to assert or rely upon any such provision or right in that or any other instance.
Except as expressly and specifically set forth in this these Terms, no representations, statements, consents, waivers, or other acts or omissions by Vidmob and/or any Vidmob employee or representative shall be deemed a modification of these Terms nor be legally binding, unless documented in physical writing, hand signed by you and a duly appointed officer of Vidmob.
Vidmob will notify you via posting on the Platform. We may, in our sole discretion, provide additional notice, such as an e-mail message or messaging within the Platform, of any changes, but it is your responsibility to periodically check for changes. All changes are effective thirty (30) days after they are posted on the Platform or messaged to you. We may notify you via postings on or through the Platform. We may, in our sole discretion, provide additional notice, such as via e-mail.. All notices given by you or required from you under these Terms shall be in writing and addressed to: Vidmob, Inc., Attn: Legal Department, 54 Thompson Street, 4th Floor, New York, NY 10012 or shall be sent via email to email@example.com.
Any notices that you provide without compliance with this Section on Notices shall have no legal effect.
You and Vidmob agree that if any portion of these Terms is found to be unenforceable by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such unenforceability, and the remaining terms shall continue in full force and effect.
No Third Party Beneficiaries
Except as otherwise expressly provided in these Terms, there shall be no third party beneficiaries to these Terms.
SECTION 2 – CREATOR TERMS
We are delighted that you, as a Creator, have selected the Vidmob Platform to find Editors for your video content. This Section 2 – Creator Terms will apply to your use of the Platform as a Creator.
2.2. How the Vidmob Platform Works For Creators
As described in greater detail in Section 1 – General Terms, the Vidmob Platform enables connections between creators or owners of digital video content and editors who can shape and refine that content. Creators will be able to upload video content to the Platform and have various Editors place bids (each a “Bid”) for specific editing projects (each a “Project”). Creators will then be able to choose from the available Bids for their Project.
By accepting an Editor’s Bid, you are hiring that Editor to perform your Project on the terms set forth in the Bid. You and the Editor will also be bound by the specific CEB Terms with respect to the Project.
You understand that the Editor has proposed to give you a certain number of Project iterations as part of their Bid (as outlined in the Bid) and that additional iterations, beyond the iterations specified in the Bid, will require an additional Bid and subsequent Project.
2.3. Vidmob Is Not Responsible For Creators or Editors
Vidmob provides the Platform only, and is not responsible for any Bids or the performance of the Editors on the Projects, nor does it have control over the quality, timing, legality, failure to provide, or any other aspect whatsoever of Editors, nor of the integrity, responsibility, or any of the actions or omissions whatsoever of any Editors.
Vidmob makes no representations about the availability, suitability, reliability, timeliness, or accuracy of the Bids or work provided by Editors identified through the Platform whether in public, private, or offline interactions.
When interacting with Editors and other Creators, you should exercise caution and common sense to protect your safety and property, just as you would when interacting with other persons whom you don’t know.
2.4. Payments to Editors
You will be charged the price set forth in the Bid for the Project (the “Project Price”) upon your acceptance of the completed Project. If you and the Editor cannot agree upon acceptance of the Project or otherwise have a dispute about the Project, you must submit your dispute in accordance with the Dispute Procedures established in the CEB Terms.
2.5. Creator Complaints About Editors
Your satisfaction is of paramount importance to us. If an Editor misrepresented their skills or if you believe an Editor is otherwise unfit to perform the services requested, please let us know by providing us a detailed description of your complaint. Please send all complaints via email to firstname.lastname@example.org.
Any disputes with an Editor on any Project shall be controlled by the dispute resolution provision(s) found in the CEB Terms.
Content will not be publicly displayed on the Platform unless you, as the Creator, elect to toggle the Content over to “public” in order to make it publicly available on the Platform (whether in the “MobFeed” or otherwise).
By submitting Creator Content to an Editor for completion of a Project, you grant Editor a non-exclusive, royalty-free license to modify the Creator Content solely in connection with the completion of the Project.
You acknowledge that Vidmob does not guarantee the security of any Content you transmit to the Platform. If you wish to keep any Content or other information of yours a secret, do not upload it to the Platform. You agree that Vidmob has no responsibility or liability for deletion or failure to store any Content posted, stored, or transmitted via the Platform.
2.7. Responsibility and Liability for Creator Content
Creator is fully responsible for all Creator Content uploaded to the Platform by Creator.
Creator represents and warrants that (i) the Creator Content does not infringe upon the copyrights, trademarks, patents, or any other rights of any person or company; (ii) Creator Content shall comply with all applicable laws and regulations and is free from any viruses; (iii) the Creator Content is a wholly original creation by Creator, or if not, Creator has obtained all rights to use the Creator Content and all elements therein (including music).
In addition to your other indemnification obligations under these Terms, you will indemnify and hold Vidmob, its parent company and affiliates, and each of their respective officers, directors, employees, and contractors, and the Editor harmless from and against any and all liabilities, losses, claims, obligations, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees) relating to any breach of your representations, warranties, or obligations under this Section 2 – Creator Terms.
SECTION 3 – EDITOR TERMS
We are delighted that you, as an Editor, have selected the Vidmob Platform to find creators of digital content who require your freelance video editing services. This Section 3 – Editor Terms will apply to your use of the Platform as an Editor.
3.2. How the Vidmob Platform Works for You as an Editor
As described in greater detail in Section 1 – General Terms, the Vidmob Platform enables connections between freelance video editors and digital content Creators and owners for the provision of editing services. Creators will be able to upload video content to the Platform and Editors may place Bids for the Projects. Creators will then be able to choose from the available Bids for their Project.
By making a Bid on a Project, you are agreeing, if your Bid is selected, to perform the work described on the terms set forth in the Bid, including providing whatever number of iterations you have specified in the Bid. You and the Creator will also be bound by the specific CEB Terms with respect to the Project.
3.3. Using the Vidmob Platform
A. Your Account Portfolio
You, as an Editor, certify that any Content uploaded to your Account’s portfolio for any purpose represents your own work, or work on which you substantially contributed.
B. Vidmob Is Not Responsible For Creators or Editors
Vidmob provides the Platform only. You, as an Editor, are not an employee of Vidmob, and Vidmob is not responsible for ensuring you win any Bids, perform any Projects, or for any aspect of the work you perform on any particular Project.
Similarly, Vidmob is not responsible for the actions or behavior of Creators, the number or quality of Projects available on the Platform, or for your experience in working with Creators using the Platform.
When interacting with Creators, you should exercise caution and common sense to protect your safety and property, just as you would when interacting with other persons whom you don’t know.
C. Payments & Delivery
Vidmob will assess a platform fee (the “Platform Fee”) in exchange for use of the Platform and all of the related services and infrastructure that it is providing for the Editors and Creators. The Platform Fee that will be applied to each Project and will be a percentage of the overall Project Price that will be displayed when you set up your Bid. Vidmob reserves the right to change the Platform Fee at any time.
You will be paid the Project Price less the Platform Fee (the “Net Fee”) upon Creator’s acceptance of the completed Project. If you and the Creator cannot agree upon acceptance of the Project or otherwise have a dispute about the Project, you must submit your dispute in accordance with the Dispute Procedures established in the CEB Terms.
D. Editor Complaints About Creators
Your satisfaction is of paramount importance to Vidmob. If you have any complaints regarding the Platform, Content and/or a specific Creator or Project, please let us know by providing us with a detailed description of your complaint. Please send all complaints via email to email@example.com.
E. Responsibility and Liability for Creator Content
Editor is fully responsible for all Editor Content uploaded to the Platform by Editor.
You, as an Editor, represent and warrant that (i) the Editor Content does not infringe upon the copyrights, trademarks, patents, or any other rights of any person or company; (ii) the Editor Content shall comply with all applicable laws and regulations and is free from any viruses; (iii) to the extent that any Editor Content contains any copyrighted material that is not original to you or in which you do not otherwise own the copyright and/or other Intellectual Property Right, Editor has obtained all necessary rights to use the Editor Content and all elements therein including music, rights of publicity and rights of privacy. In addition to your other indemnification obligations under these Terms, you will indemnify and hold Vidmob, its parent company and affiliates, and each of their respective officers, directors, employees, and contractors, and the Creator(s) harmless from and against any and all liabilities, losses, claims, obligations, damages, costs and expenses (including, but not limited to, reasonable attorneys’ fees) relating to any breach of your representations, warranties, or obligations under this Section 3 – Editor Terms.
F. Illegal or Explicit Content
Should an Editor see any illegal Content (including but not limited to child pornography, videos featuring illegal drug use, or animal cruelty), the Editor must flag the Content and report it to Vidmob immediately by email at [firstname.lastname@example.org]. Should an Editor encounter explicit but legal content (including but not limited to nudity), the Editor may continue to work on the project or report it to Vidmob.
To the extent you, as an Editor, are permitted physical or electronic access to Vidmob’s Platform, facilities or systems, you will comply with all Vidmob security, facility, IT, and other applicable policies and procedures then in place. You recognizes and agree that as an Editor, you have no expectation of privacy with respect to Vidmob’s systems (including, without limitation, stored computer files, email messages and voice messages) and that your activity and any files or messages on or using any of those systems may be monitored at any time without notice.
F. Exclusivity and Non-Circumvention.
You acknowledge and agree that a substantial portion of the compensation Vidmob receives for making the Platform available to end users is collected in the form of the Platform Fee, which is only deducted when a Creator and Editor pay and receive payment through the Platform. Therefore, for 24 months from the time you first contact any Creator through the Platform (the “Exclusivity Period”), you must use the Platform as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party (the “Vidmob Relationship”). You agree not to circumvent the payment method offered by the Platform and detailed in these Terms. By way of illustration and not in limitation of the foregoing, you must not:
(a) Solicit, submit proposals, or otherwise contact Creators identified through the Platform for projects or payments outside the Platform.
(b) Accept payment for any Project other than through the Platform’s payment processing system.
(c) Cancel any Project with a Creator you meet through the Platform for the purpose of contracting separately outside of the Platform.
(d) Report a payment amount for a Project that is less than the amount actually agreed between you and the Creator.
You agree to notify Vidmob immediately if another person improperly contacts you or suggests making or receiving payments outside of the Platform. If you are aware of a breach or potential breach of this non-circumvention policy, please submit a confidential report to us by sending an email message to: email@example.com. Vidmob reserves the right to terminate your access to the Platform if it determines, in its sole discretion, that you have violated these exclusivity and non-circumvention provisions.
CREATOR & EDITOR BUSINESS TERMS
These Creator and Editor Business Terms (“CEB Terms”) form a binding agreement between the Editor and the Creator following Creator’s acceptance of an Editor’s Bid. The CEB Terms govern the relationship between Editor and Creator, and supplement the respective obligations of Creator and Editor under the Vidmob Terms and Conditions, found here (the “Terms”). Capitalized terms not defined herein will have the meanings given them in the Terms, and to the extent of any conflict between the CEB Terms and the Terms, the Terms control.
1. SERVICES, COMPENSATION & CONFLICT RESOLUTION
Once a Bid for a given Project is accepted by the Creator, the Editor is obligated to perform the services described in the Bid in accordance with these CEB Terms. Each Project shall require a separate Bid, and each new accepted Bid shall create a new agreement between such Creator and Editor. A Bid cannot be changed once it has been accepted.
The maximum number of Project iterations that an Editor must create as part of Editor’s services on a Project shall be set forth in the Bid. If the Bid does not specify the number of iterations, the number of iterations shall be set at three (3) by default.
c. Third Party Content.
The Creator and Editor each represent and warrant to the other that (a) to the extent that any Content contains material owned by a third party, the party supplying such Content has obtained all rights, licenses, consents, and permissions necessary in order to use that copyrighted material in connection with the creation and intended use of the Project; and (b) to the extent any Project is to be used for a Commercial Purpose, all third party Content contained in the Project has (i) been sourced from either the Vidmob Cleared Library, or (ii) been licensed and/or otherwise cleared in writing to be incorporated in the Project for a Commercial Purpose.
d. Payment Terms.
The Platform will charge Creator the Project Price upon Creator’s acceptance of the Editor’s Bid, and upon acceptance by Creator of the completed Project, the Platform will release the Net Fee to the Editor. If the Creator and the Editor disagree about the Project’s acceptance and the Editor has performed the maximum number of Project iterations, the Editor and Creator agree to submit their dispute in accordance with these CEB Terms.
Editor will bear all expenses incurred in performing the Project. Any expense(s) in excess of the Project Price shall be the responsibility of the Editor.
Editor will not use subcontractors to perform any part of the Project.
g. Control; Approvals.
Subject to the requirements of the CEB Terms and any applicable Bid, Editor shall have control over the manner and means of performing the Project, and the Creator will have the right to approve or disapprove all aspects of the Work Product (as defined below) in its sole discretion. The foregoing notwithstanding, the Editor is only obligated to submit the maximum number of agreed upon Project iterations as detailed in the Bid.
h. Dispute Resolution.
If the Editor and the Creator disagree about any aspect of a Project (including but acceptance, completion, or scope of work) and the Editor and Creator cannot amicably solve the dispute, then the Editor and the Creator agree to first submit the dispute to Vidmob for an informal dispute resolution process (“Vidmob Dispute Resolution Process”) by sending an email briefly describing the dispute to firstname.lastname@example.org. Through the Vidmob Dispute Resolution Process shall be conducted by Vidmob and both the Editor and the Creator shall have the opportunity to present their position on the dispute by submitting any evidentiary materials and/or providing a statement to Vidmob within 15 days of receiving notice from Vidmob that a Vidmob Dispute Resolution Process has been invoked. Vidmob, in its sole discretion, will then determine a course of action (“Resolution Plan”). Either party is free to agree or disagree with the proposed Resolution Plan. If either party disagrees with the Resolution Plan, they are free to invoke the arbitration proceedings found in the Terms, Section 1 – General Terms.
a. Work Product.
The Creator will be the sole owner of all deliverables and any materials, works of authorship, and data, including any and all intellectual property made, created, by Editor in connection with performing the Project (“Work Product”). The Work Product shall be deemed a “work made for hire,” as such term is defined in the United States Copyright Act, for Creator as copyright owner; and to the extent the Work Product does not qualify as a “work made for hire” as defined by the United States Copyright Act, Editor hereby irrevocably assigns and transfers to Creator and its successors and assigns all rights in and to the Work Product, including, but not limited to, copyrights, trademarks, trade secrets, patents, and other rights and all renewals or extensions thereof (collectively referred to as the “Rights”). If all or any part of the Work Product or any Rights therein are not legally assignable by Editor, then Editor hereby grants the Creator an exclusive, unlimited, perpetual, transferable, fully sub-licensable, royalty-free, fully paid-up license to use such Work Product and/or Rights for any purpose worldwide. Editor will cooperate with the Creator by, among other things, signing any documentation reasonably required by the Creator to vest title to the Work Product or in the Creator, and to prepare and file any applications with any governmental authority to protect the Work Product. Editor hereby irrevocably designates and appoints Creator as its agent and attorney-in-fact, coupled with an interest and with full power of substitution, to act for and in its behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of these CEB Terms with the same legal force and effect as if executed by Editor.
b. Editor Property.
Notwithstanding the foregoing, Editor will retain all right, title, and interest in all Editor Content and any general skills and know-how developed by or on behalf of Editor before or during the term of this Agreement (“Editor Property”). If Editor incorporates any Editor Property into any Work Product, the Creator will have a nonexclusive, fully paid-up, royalty-free, perpetual, irrevocable, worldwide license to make, copy, modify, use, distribute, and display such Editor Property (in whole or in part) for any purpose in connection with the Work Product.
Editor shall not use the Work Product and/or the Creator Content for any purpose outside of providing the Project for the Creator as set forth herein; provided, however that upon receipt of the Creator’s prior written consent, which consent may be revoked at any time in the Creator’s sole discretion, the Editor may use the Work Product and/or a portion thereof for any pre-approved, non-commercial purpose, including, but not limited to use of the Work Product in the Editor’s demo reel.
Any and all Creator Content, other information provided by Creator to Editor, and all Work Product shall be considered “Confidential Information.”
Editor will use Confidential Information only to provide the serviced detailed in the Bid, and will not disclose any Confidential Information to any third party without the Creator’s prior written consent, which may be revoked at any time in the Creator’s sole discretion. Editor shall take measures to safeguard the confidentiality of all Confidential Information that are at least as strong as the measures used to guard Editor’s own confidential information, but not less than reasonable measures.
The Editor may disclose Confidential Information in response to a valid order by a court or other governmental body, as otherwise required by law; provided, however that Editor shall provide Vidmob and Creator with prior written notice of any such disclosure, and shall provide reasonable assistance in obtaining a protective order, and then shall only disclose to the extent required by law.
Editor agrees that a monetary remedy for Editor’s breach of these CEB Terms will be inadequate, and that money damages will be impracticable and extremely difficult to prove, and further agrees that such a breach would cause the Creator irreparable harm. In the event of any such breach or threatened breach, the Creator shall be entitled to injunctive relief without the necessity of posting a bond, proving irreparable harm or proving actual damages.
4. INDEPENDENT CONTRACTOR STATUS
In performing the Project, Editor will act and represent itself as an independent contractor and not as an employee or agent of the Creator. Editor has no authority to obligate the Creator by contract or otherwise. Editor is not entitled to receive any employee benefits of the Creator. Editor may not include the Creator’s name or mark in business cards, letterhead, or email signatures.
The Creator will not withhold and remit applicable taxes due unless required by law, and each party shall be responsible for its own taxes, dues, assessments, and other state and federal payments required by law in connection with the use of the Platform.
These CEB Terms will take effect upon the Creator’s acceptance of the Editor’s Bid and will remain in effect until completion of the Project, or until terminated by Creator as provided in Section 7 below.
a. By Creator For Convenience.
The Creator may terminate a Project at any time, for any reason or no reason, immediately upon notice to Editor via the Platform.
b. Effect of Termination.
Upon the expiration or early termination of any Project, Editor will promptly deliver to the Creator all Work Product (whether completed or in progress) via the Vidmob Platform, any and all other Confidential Information, and any and all other materials specifically requested by the Creator. Sections 1, 3 and 9 – 14 will survive the termination of these CEB Terms for any reason.
8. REPRESENTATIONS AND WARRANTIES
a. By Editor:
Editor represents and warrants that: (a) the Project will be performed faithfully, diligently, to the best of its ability and in a professional and workmanlike manner; (b) the Project will be performed in compliance with all applicable laws and regulations; (c) neither the Project, Editor Property, nor the Work Product will infringe the rights of any third party or violate any law; (d) Editor has full power and authority to enter into this agreement with Creator and to complete the Project in accordance with the Bid and these CEB Terms.
b. By Creator:
The Creator represents and warrants that (i) it has full power and authority to enter into this agreement with the Editor; (ii) the Creator Content does not infringe upon the copyrights, trademarks, patents, or any other rights of any person or company; (iii) the Creator Content shall comply with all applicable laws and regulations and shall be free from any viruses; and (iv) either (1) the Creator Content is an original work of authorship, or (2) Creator has obtained all rights to use the Creator Content and all elements therein including music, rights of publicity and rights of privacy.
a. By Editor:
Editor shall indemnify, defend, and hold Creator and its officers, directors, employees, agents, subsidiaries and other affiliates harmless against all potential or actual claims, expenses, or liabilities of any kind (including reasonable attorneys’ fees) relating to Editor’s breach of any obligation, representation, or warranty in these CEB Terms.
b. By Creator:
Creator shall indemnify and hold Editor harmless against all claims, expenses, or liabilities of any kind (including reasonable attorneys’ fees) relating to Creator’s breach of any of its representations and warranties in this agreement. Creator shall indemnify, defend, and hold Editor and its officers, directors, employees, agents, subsidiaries and other affiliates harmless against all potential or actual claims, expenses, or liabilities of any kind (including attorneys’ fees) relating to Creator’s breach of any obligation, representation, or warranty in these CEB Terms.
In the event any provision of these CEB Terms is determined to be invalid, prohibited or unenforceable by a court or other body of competent jurisdiction, these CEB Terms shall be construed as if such invalid, prohibited or unenforceable provision has been more narrowly drawn so as not to be invalid, prohibited or unenforceable.
No waiver of any provision of these CEB Terms will be effective unless it is in writing and signed by both parties, and no such waiver will result in the waiver of any other provision of this Agreement. Failure of either party at any time to enforce any of the provisions of this Agreement or any Bid will not be construed as a waiver of such provisions or in any way affect the validity of this Agreement, such Bid, or parts thereof.
Neither party may not assign its rights or obligations hereunder and/or under any Bid.
Editor’s remedy, if any, for any breach of the terms of these CEB Terms shall be solely in damages and Editor shall not be entitled to equitable relief by way of injunction or otherwise. Except as otherwise provided in the CEB Terms, rights and remedies herein or otherwise shall be cumulative and none of them shall be in limitation of any other right or remedy in law and/or equity.
14. ENTIRE AGREEMENT
These CEB Terms represent the entire agreement between Editor and Creator and supersede all other understandings and agreements between them relating to the Bid, Project, or Content; provided, however, that these CEB Terms supplement and do not supersede the Terms, by which each of Creator and Editor will remain bound.