Effective: October 3, 2023
Date of Last Revision: June 1, 2023
PLEASE READ THE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND THE VIDEO CONSORTIUM. By accessing or using the Services, you acknowledge that you have read and understood, and agree to be bound by, the Terms. If you do not agree to the Terms, then you must immediately cease accessing and using the Services.
PLEASE NOTE THAT THE TERMS INCLUDE A BINDING ARBITRATION PROVISION AND CLASS ACTION AND TRIAL BY JURY WAIVERS AS WELL AS LIMITATIONS OF LIABILITY AND EXCLUSION OF DAMAGES.
By accessing or using the Services, you represent and warrant that: (a) you are over eighteen (18) years of age, or of the legal age of consent under the laws of your country of residence and can legally form a binding contract with us; and (b) your application for membership, registration of an account and your use of the Services is in compliance with any and all applicable laws and regulations. You hereby represent and warrant that you have the full power and authority to enter into and perform under the Terms.
2. Account Application
You may access the Website without creating an account but in order to fully access or use the Services, you will be required to submit an application and create a member account with us (subject to VC’s acceptance in its sole discretion). As part of the application process, you agree that you will provide accurate registration information (including your geographic location, photos, professional biography, professional information, and other credentials) and that it is your sole responsibility to do so. You are solely responsible for any activity that occurs on your account and for maintaining up to date information on your account, and the confidentiality of your password. If there has been an unauthorized use of your password or account, please notify us immediately.
3. Geographic Obligations
The Video Consortium is based in the State of New York in the United States and provides the Services for access and use by persons located in the United States and other locations around the world. If you access or use the Services from outside the United States, you are solely responsible for compliance with the applicable local laws of the relevant jurisdiction.
5. Third Party Links and Services
We may link to or offer services or products provided by third parties (“Third Party Services”) through or in connection with the Services as necessary for the Services and in furtherance of VC’s mission. Links on our Services that lead to outside services or resources are provided for convenience only. You understand, acknowledge, and agree that access or use of any Third Party Services may be subject to terms and privacy policies that are different from ours, and that we are not responsible for such provisions and expressly disclaim any liability with respect to them to the fullest extent. Your use of Third Party Services is solely a relationship between you and the applicable Third Party Service provider and is subject to the terms and conditions of, or your agreement with, such Third Party Service provider. We do not control the accuracy or availability of those outside services and resources. The Video Consortium does not warrant, endorse, or support Third Party Services and is not responsible or liable for any Third Party Services or any damages, liabilities, losses, issues or other risks that arise or result from your use of such services. Any concerns regarding any such service or resource, or any link, should be directed to the particular service or resource.
6. Intellectual Property Rights
(a) Member Contributions
Subject to the Terms, you may upload, post or transmit or otherwise make available information, data, or content through the Services, including any text, photographs, videos, and recordings (each a “Member Contribution”) in using the Services. You retain ownership rights in your Member Contributions. You grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, fully-paid, transferable, and sublicensable license to access, store, reproduce, record, promote, display, distribute, perform, create derivative works of, and otherwise use (as well as to authorize other Users to view, access, use, download, publish, and transmit) all Member Contributions you post, upload, or create in using the Services, in any format and on any platform (now known or later developed), for the purpose of providing the Services or in furtherance of VC’s mission. You hereby represent and warrant that you hold all right, title and interest in and to all Member Contributions, or have all necessary authority, rights, licenses, and consents in and to each of your Member Contributions for use through the Services and to grant the license to us under this Section 6(a). You remain solely responsible for each of your Member Contributions.
IF IMPORTANT, KEEP A COPY. You agree that we may terminate any account you create via the Services, modify and delete any Member Contributions, in whole or in part, for any or no reason, at our sole discretion and without any prior notice. Therefore, to the extent that any Member Contribution has importance to you, you should maintain an original copy separate from the Services.
We respect copyright and trademark rights of our Members. Third-party material (including Member Contributions of other Members) may appear and be published on our Services, and the owners of such material retain all rights thereto, except where noted otherwise in these Terms. You acknowledge and agree that we retain the right, but have no obligation, to pre-screen, monitor, review, or edit any content posted by Users or Members (including you) on the Services (including Member Contributions).
(b) VC Materials
We provide information and resources on nonfiction filmmaking and visual journalism, including interviews, articles, press releases, photographs, document templates, professional development strategies, workshops, events, video recordings, case studies, reports, newsletters, video broadcasts, e-newsletters, quarterly updates, corporate and community partners (collectively, “Publications”).
The Services, Publications, and the contents, features, and functionality thereof (including all information, software, texts, displays, images, visual interfaces, graphics, and the design, selection, and arrangement thereof) (other than Member Contributions) are owned by us or our licensors and other providers (“VC Materials”). Provided you hold a valid membership, we grant you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable license, to access and use the VC Materials solely as part of your access to the Services and to further your professional endeavors. You acknowledge and agree that VC may terminate this license at any time for any reason or no reason, in its absolute discretion.
You understand, acknowledge, and agree that your access and use of the VC Materials is entirely at your own risk and VC has no responsibility in connection therewith whatsoever. We make no representations, warranties or guarantees, whether express or implied, that any VC Material is true, accurate, complete or up to date. Such VC Materials are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Such content may not be downloaded, copied, reproduced, distributed, modified, performed, republished, transmitted, broadcast, displayed, sold, licensed or otherwise exploited for any purpose whatsoever without our (or, where applicable, our licensors’) prior written consent, unless as expressly permitted by us in these Terms or in another agreement you enter into with us. We and our licensors reserve all rights not expressly granted in and to all VC Materials.
Subject to the foregoing, to the extent you are permitted to download any of the VC Materials from the Website, you may only use them for your own personal informational use. You may not suggest any other relationship, endorsement or affiliation with us or use the VC Materials for any other purpose unless you obtain our prior written permission. To request permission for use of any VC Materials, including any copyrighted material, trademarks, or logos, please send an email to firstname.lastname@example.org. We do not guarantee or commit to respond to each request that we may receive, or that we will respond within a certain timeframe.
We respect your ideas and suggestions but please do not submit any ideas, information, or suggestions (collectively, “Feedback”) that are confidential, contain personal or sensitive information, or material owned by any third party in any form to VC or any of its Representatives (as defined below). If you do submit any Feedback in any form or format, you understand, acknowledge, and agree that your submission of such Feedback is purely voluntary and that the following terms apply: (a) your Feedback (including all content therein as well as any and all intellectual property therein and thereto) will automatically become the property of VC, without any compensation to you (and you hereby irrevocably assign any and all intellectual property rights in and to such Feedback to VC); (b) VC has no obligation to review or use your Feedback; (c) VC may implement and distribute any portion of your Feedback for any purpose in any way, without any compensation to you; and (d) VC has no obligation to keep your Feedback confidential.
(d) Digital Millennium Copyright Act
The Video Consortium expressly prohibits the use of the Services for the illegal transmission of copyrighted material, and will respond if notified by content owners to prevent copyrighted material from being transmitted via the Services.
We have the right to disclose your identity to any third party who is claiming that any Member Contribution posted or uploaded by you on or through the Services constitutes a violation of their intellectual property rights, or of their right to privacy.
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide us the written information specified below:
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
7. Your Responsibilities and User Conduct
You agree that you will not use the Services in any way that violates applicable federal, state, local or international law, or for any unlawful purpose. You will not post on the Services any materials or content (including Member Contributions) that are inappropriate, illegal, offensive, or violate the intellectual property rights of others.
YOU AGREE NOT TO:
The Video Consortium reserves the right to terminate your access to and use of the Services if, in its sole discretion, your conduct violates any of the foregoing prohibitions.
8. Term and Termination
These Terms will remain in full force and effect until terminated in accordance with the terms set forth herein (the “Term”). You may terminate these Terms at any time and for any reason by deleting your account and discontinuing any and all access to or use of the Services. All of the provisions of these Terms that, by their nature or purpose, are intended to survive termination shall survive any such termination.
We also reserve the right to terminate, modify, discontinue, or suspend the Services at our sole discretion, at any time, and for any or no reason.
9. Account Deletion by You
If you do not agree to the Terms or no longer want to use our Services, you can send an email to email@example.com to request that we delete your account and all data relating to your account, subject always to our rights under Section 6. If you choose to delete your account, you will not be able to log in and use your account, reactivate your account or retrieve any of the content or information you have added via your account (even if you choose to register again using the same registration information). If you delete your account, these Terms shall terminate as an agreement between You and VC, with the exception of those Terms (and applicable obligations thereunder) that, by their nature or purpose, are intended to continue beyond termination or cancellation.
10. Modifications to Terms
We may modify the Terms at any time. We reserve the right, at our sole discretion, to make changes, additions, or removals to any or all portions of the Services, including these Terms at any time. The most current Terms will be posted here on the Website and will be effective upon posting. It is your responsibility to check these Terms periodically for changes. Your continued access to or use of the Services after the posting of changes constitutes your binding acceptance of such changes. Any disputes arising under these Terms will be resolved in accordance with the then current version of the Terms in place at the time the dispute arose.
THE SERVICES AND ALL VC MATERIALS ARE PROVIDED ON AN “AS IS”, “WHERE IS”, AND “AS AVAILABLE” BASIS. THE VIDEO CONSORTIUM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE. YOU UNDERSTAND, ACKNOWLEDGE, AND AGREE THAT YOUR ACCESS AND USE OF THE SERVICES AND VC MATERIALS IS ENTIRELY AT YOUR OWN RISK. THE VIDEO CONSORTIUM MAKES NO GUARANTEE THAT THE SERVICES OR ANY INFORMATION AVAILABLE ON THE WEBSITE WILL BE TRUE, ACCURATE, UNINTERRUPTED, COMPLETE, TIMELY, SECURE, ERROR-FREE, FREE OF VIRUSES, OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE WILL BE ACCESSIBLE VIA ALL DEVICES AND BROWSERS; AND THE VIDEO CONSORTIUM DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED. THE FOREGOING DISCLAIMERS OF LIABILITY APPLY TO ALL CLAIMS OF DAMAGES OR INJURY, INCLUDING THOSE CAUSED BY ANY FAILURE OF PERFORMANCE, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, INCLUDING NEGLIGENCE, OR ANY OTHER CAUSE OF ACTION.
THE VIDEO CONSORTIUM MAY MAKE CHANGES TO THE SERVICES AT ANY TIME WITHOUT NOTICE, INCLUDING BY LIMITING OR DISCONTINUING CERTAIN FEATURES OF THE SERVICES. THE VIDEO CONSORTIUM DOES NOT MAKE ANY COMMITMENT TO UPDATE THE WEBSITE. THE VIDEO CONSORTIUM WILL HAVE NO LIABILITY FOR ANY CHANGE TO THE SERVICES OR ANY SUSPENSION OR TERMINATION OF YOUR ACCESS TO OR USE OF THE SERVICES.
WITHOUT LIMITING THE FOREGOING, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. THESE DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
To the maximum extent permitted by applicable law, you hereby agree to release, defend, indemnify, and hold VC (including personnel, directors, officers, employees, and volunteers thereof) harmless from and against any and all claims, actions, causes of action, liabilities, damages, losses, and expenses, including reasonable legal and accounting fees, arising out of or in any way connected with your actual or alleged: (a) breach of these Terms or our other policies, (b) improper use of the Services, (c) access or use of the Services, including any injuries, losses, or damages (whether compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of such access or use, or (d) breach of any laws, regulations or third-party rights including infringement of any intellectual property or privacy rights. You further understand, acknowledge, and agree that the foregoing release and indemnification discharges VC from any liability or claim you may have against VC with respect to bodily injury, personal injury, illness, death, or property damage that may result from your access or use of the Services.
13. Limitation of Liability
IN NO EVENT AND UNDER NO THEORY OF LIABILITY, INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE, WILL THE VIDEO CONSORTIUM OR ANY OF ITS EMPLOYEES, OFFICERS, DIRECTORS, CONTRACTORS, AGENTS OR REPRESENTATIVES (COLLECTIVELY, “REPRESENTATIVES”) BE LIABLE TO YOU OR YOUR HEIRS OR ESTATE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST PROFITS ARISING FROM OR RELATING TO THESE TERMS OR THE SERVICES, INCLUDING THOSE ARISING FROM OR RELATING TO CONTENT MADE AVAILABLE ON THE SERVICES THAT IS ALLEGED TO BE DEFAMATORY, OFFENSIVE, OR ILLEGAL, AND EVEN IF FORESEEABLE OR EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING. YOUR ACCESS TO, USE OF, OR PARTICIPATION IN THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES ARISING THEREFROM OR RELATING THERETO, INCLUDING TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA. IF, FOR ANY REASON, WE ARE FOUND TO BE LIABLE TO YOU, YOU AGREE THAT OUR TOTAL AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS (USD $100). THE LIMITATION OF LIABILITY SET OUT ABOVE DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW (IN SUCH CASES OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW). THIS LIMITATION OF LIABILITY WILL SURVIVE THE EXPIRATION OR TERMINATION OF THE TERMS.
14. Governing Law
The Terms shall be governed and construed in accordance with the laws of the State of New York, without regard to conflict or choice of laws provisions or rules thereof. You agree that any dispute regarding the interpretation, validity, or breach of, or otherwise arising from or relating to the Terms, shall be subject to the exclusive jurisdiction of the state courts located in Westchester County, New York or the federal courts located in 9th Judicial District of New York, and you hereby agree to submit to the personal and exclusive jurisdiction and venue of such courts and not to seek the transfer of any case or proceeding out of such courts.
15. Agreement to Binding Arbitration and Waiver of Jury Trial
You agree that any dispute or claim arising out of or relating in any way to these Terms, or the breach of these Terms, will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Consumer Arbitration Rules, rather than in court.
If there is a dispute about whether this arbitration agreement can be enforced or applies, you agree that the arbitrator will decide that issue. The Federal Arbitration Act and federal arbitration law and the laws of the State of New York, without regard to principles of conflict of laws, will govern these Terms and any dispute of any sort that might arise between you and VC. The United Nations Convention on Contracts for the International Sale of Goods will not apply to the interpretation or enforcement of these Terms.
There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow these Terms as a court would.
You understand, acknowledge, and agree that your use of the Services is subject to this waiver.
In the first stage, the lawyers representing the users may select 10 cases and VC may select 10 cases to resolve through arbitration. While these 20 cases are submitted to arbitration, no other related cases may be filed or proceed in arbitration, and the AAA must not assess or demand payment of fees for the remaining cases or administer or accept them.
After the first stage is completed, the parties in all the other remaining cases will engage in a single mediation administered by the AAA. The Fund will pay the mediation fee. If the parties cannot agree how to resolve the remaining cases after mediation, they will select another 20 cases for the second stage of arbitration through the same process as before. This process will repeat until the parties resolve all of the cases.
A court will have the authority to enforce this subsection on coordinated or mass arbitrations, including by enjoining the mass filing, any coordinated arbitrations, or the assessment or collection of AAA fees. The provisions of this subsection on coordinated arbitrations and each of its requirements are intended to be severable from the rest of this agreement to arbitration in this Section 15.
The Video Consortium may give notice by means of a general notice on or through the Website, electronic mail to the email address associated with your account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by first-class mail or pre-paid post to any address connected with your account. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first-class mail or pre-paid post) or at the time of sending (if sent by email, telephone, or on or through the Website).
You may give notice to VC, with such notice deemed given when received by VC, at any time by first-class mail or pre-paid post to our registered agent for service of process at the address provided below:
The Video Consortium, Inc.
487 E Main St, STE 150
Mount Kisco, NY 10549
For all other purposes, VC can be reached at firstname.lastname@example.org.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you without our prior written consent, such consent to be at our sole discretion, but may be freely assigned by us without your consent or any restriction. Any attempted assignment in violation of the Terms shall be null and void.
No waiver by us of any term or condition set out in the Terms 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 by us to assert a right or provision under the Terms shall not constitute a waiver of such right or provision.
In these Terms, the words “including” and “include” mean “including, but not limited to” and “or” is not exclusive.