Visitor Agreement

Welcome to Videa.tv, a service of Videa, LLC (“Videa”). Please read this Visitor Agreement carefully.

DEFINITIONS:

Visitor shall mean any person who visits the Site.

Visitor Data shall mean any data entered into the Site by a user of the Site by any Visitor.

Site shall mean the Videa website, located at the URL www.videa.tv (or any successor URLs).

Videa Materials shall mean any materials displayed on the Site or provided by the Site for Visitors and users to view and utilize.

WEB SITE DISCLAIMER
Despite Videa’s efforts to provide useful and accurate information, errors on the Site may appear from time to time. Before Visitor acts on information found on the Site, Visitor should confirm any facts that are important to Visitor’s decision. While Videa provides access to this site free of charge to provide information about Videa and its services, Videa does not intend to give up Videa’s rights or anyone else’s rights to material on the Site. Visitor’s access and use of the Site is subject to and governed by the terms and conditions of this Visitor Agreement, as set forth below, as well as any applicable laws, statutes, and regulations. By accessing or using this site, Visitor agrees to abide by this Visitor Agreement and the Privacy Policy. If Visitor does not accept the terms and conditions of this Visitor Agreement, do not continue to use this Site. The web is an evolving medium; we may change the terms of this Visitor Agreement from time to time. By continuing to use this Site after we post any such changes, Visitor accepts this agreement, as modified. Any such revisions will be effective on the date of posting to the Site. Visitor should periodically visit this page to review the current terms to which Visitor is bound. Videa may, but is not obligated, to contact all Visitors regarding any changes to this Agreement.

GRANT OF RIGHTS

Visitor License Grant. By submitting, posting, generating or displaying any Visitor Data on or through the Site or an Account, as defined herein, Visitor grants to Videa a nonexclusive, non-sublicensable, nontransferable, nonassignable, terminable, limited license during the Term to use the Visitor Data for the sole purpose of enabling Videa to provide, maintain, protect, supplement and improve the any products or services offered by Videa.

Visitor Access. Visitor acknowledges that Videa may utilize security tools and protocols (“Tools”) to prevent unauthorized access to and/or copying or use of the materials contained on the Site. Such Tools may be used in connection with login/password requirements for users, as determined by Videa. Visitor shall not modify any such Tools, attempt to bypass the Tools, employ any device or other software products to circumvent the Tools or take any actions to defeat or assist in the defeating of the purpose of the Tools. Visitor shall be responsible for keeping all login IDs, passwords and other codes pertaining to the Products confidential and secure from unauthorized persons, and will immediately notify Videa of any loss, theft or unauthorized disclosure of misuse of such secure access information and/or any unauthorized access to or use of the Site or any materials or information contained thereon.

OWNERSHIP/PROTECTION OF DATA
The Videa Materials used or displayed on or through The Site are the property of Videa and/or its licensors, all rights reserved, and are protected by copyright, trademark and other intellectual property laws.

Visitor is free to display and print for Visitor’s personal use, and within the scope of the grant of the license, information Visitor receives through the Site, but Visitor may not otherwise reproduce any of the materials without the prior written consent of Videa or the owner of those materials. Visitor may not distribute copies of materials found on the Site in any form (including by email or other electronic means), without prior written permission from Videa. Any unauthorized use of the above referenced marks or images may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or communications regulations and statutes. Of course, Visitor is free to encourage others to access the information themselves on videa.tv and to tell them how to find it. Requests for permission to reproduce or distribute materials found on Videa.tv should be sent to Videa, LLC, by U.S. Mail to Benjamin Findley, 6205 Peachtree Dunwoody Road, Atlanta, GA 30328

We welcome links to this site. Visitor is free to establish a hypertext link to this site so long as the link does not state or imply any sponsorship of Visitor’s site by Videa.tv or Videa.

In addition, the content of the Site may contain documents, images, information or other materials not proprietary to Videa, such as photographs, clip art, film clips, musical passages, audio track or sound effects elements, or the names, likenesses, trade names, trademarks, logos, trade dress or designations of third parties (including past and present affiliates or clients of Videa). Any use whatsoever of such material is strictly prohibited, unless the prior written permission of the appropriate third parties has been secured or is otherwise authorized by law. Except as expressly provided herein, Visitor may not sell or modify any Videa Materials or any other material on the Site, or reproduce, display, distribute, transmit, license or otherwise use such Videa Materials or other materials.

If you are an owner of intellectual property who believes your intellectual property has been improperly posted or distributed via the Site, please notify Videa, LLC by sending a notice by U.S. Mail to Benjamin Findley, 6205 Peachtree Dunwoody Road, Atlanta, GA 30328. Your notice to us must include the following information: (1) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyrighted work allegedly infringed; (2) a description of the copyrighted work or works that allegedly have been infringed; (3) a description of where on the Service the allegedly infringing material appears that will allow us to locate the material; (4) a statement by you that you have a good faith belief that the allegedly infringing use has not been authorized by the copyright owner, its agent, or the law; and (5) a statement by you that the information in your notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the copyrighted work that has allegedly been infringed.

VISITOR RESPONSIBILITIES
Visitor shall be solely responsible for the following in connection with its access to the Products:

(a) Procuring all computer hardware, peripherals, device drivers, third party operating systems, and other third party software which may be required to access the Site;
(b) All data entry and loading of Visitor Data and maintaining back-up or archival copies thereof.

Visitors may establish an account for the purpose of making inquiries to and engaging in correspondence with Videa (the “Account”). Visitors should not reveal Visitor Account information to anyone else. You are solely responsible for maintaining the confidentiality and security of Visitor Account and for all activities that occur on or through Visitor Account, and you agree to immediately notify Videa of any security breach of Visitor Account. Videa shall not be responsible for any losses arising out of the unauthorized use of Visitor Account.
Videa reserves the right to modify and/or discontinue any service or feature of the Site for any reason at any time in its discretion without liability to Visitor.

If Visitor creates an Account, Visitor will have the opportunity to review or update the information provided to Videa at any time. Visitor also has the option of deleting all information except for Visitor’s email address. If you would like to completely deactivate your account, please contact Videa at 3390 Peachtree Road NE, Suite 700 Atlanta, Georgia 30326. Please note, however, that if Visitor deactivates Visitor’s Account, Visitor will no longer receive any correspondence from Videa. Visitor agrees that, subject to applicable law, Videa may use your information to contact you for customer service, to inform you of important changes or additions to Videa services offered, and to send you administrative notices or any communications relevant to your use of our Site.

If you have subscribed to any Videa email newsletters or mailings, you will always have the opportunity to unsubscribe from future mailings (for example, by clicking on an unsubscribe link in an email newsletter or by modifying your account settings on our Service).

DISCLAIMER OF WARRANTIES AND LIABILITY
VISITOR AGREES THAT VISITOR’S USE OF THIS SITE IS AT VISITOR’S SOLE RISK. BECAUSE OF THE INHERENT HAZARDS AND UNCERTAINTIES OF ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS, INACCURACIES, OR OTHER PROBLEMS WITH SUCH INFORMATION. IF VISITOR RELIES ON THIS SITE OR ANY MATERIAL AVAILABLE THROUGH THIS SITE, VISITOR DOES SO AT ITS OWN RISK.
VISITOR UNDERSTANDS THAT VISITOR IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO VISITOR’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY MATERIAL AND/OR DATA DOWNLOADED FROM OR OTHERWISE PROVIDED THROUGH VIDEA.TV.

THIS SITE IS PROVIDED TO VISITOR “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE.” VIDEA AND ITS AFFILIATES, AGENTS AND LICENSORS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THIS SITE, INCLUDING ANY IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR DO THEY MAKE ANY WARRANTIES AS TO THE ACCURACY OR COMPLETENESS OF THE SITE, THAT THE SITE WILL BE ERROR-FREE, UNINTERRUPTED OR CONTINUOUSLY AVAILABLE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

VIDEA IS NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY OF VISITOR’S PERSONAL INFORMATION OR DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH THE USE OF THIS SITE. VISITOR IS SOLELY RESPONSIBLE FOR THE ACCURACY AND COMPLETENESS OF VISITOR’S PERSONAL INFORMATION AND FOR BACKING UP OR KEEPINGS RECORDS OF ANY INFORMATION PROVIDED THROUGH THIS SITE. THIS SITE IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH RISK ACTIVITIES.

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL VIDEA OR ITS AFFILIATES, EMPLOYEES, MEMBERS, MANAGERS, OFFICERS, AGENTS OR LICENSORS, EITHER DIRECTLY OR INDIRECTLY BE LIABLE TO VISITOR OR ANYONE ELSE FOR ANY DAMAGES ARISING OUT OF USE OF THIS SITE, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR SIMILAR DAMAGES, WHATSOEVER,OR COSTS (INCLUDING BUT NOT LIMITED TO LEGAL FEES, CIVIL PENALTIES AND EXPENSES) (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF VIDEA IS ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES, THAT MAY ARISE OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED IN CONTRACT, TORT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF VIDEA AND ITS AFFILIATES, AGENTS AND LICENSORS IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW. VISITOR AGREES THAT THE LIABILITY OF VIDEA AND ITS AFFILIATES, AGENTS AND LICENSORS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM IN ANY WAY CONNECTED TO THE SITE SHALL NOT EXCEED THE AMOUNT VISITOR PAID TO THE THIS SITE FOR THE USE OF THIS SITE. LIABILITY FOR DAMAGES WILL BE LIMITED AND EXCLUDED IN ACCORDANCE WITH THE PRECEDING SENTENCE EVEN IF ANY REMEDY PROVIDED FOR IN THIS VISITOR AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.

Without limiting the foregoing, Visitor agrees that neither Videa nor any of its officers, managers, members, affiliates, suppliers, licensors, representatives, directors, agents, or employees shall have any liability for errors or omissions on or contained in the Site whether such errors or omissions are caused by errors or inaccuracies in the transmission of data or information, or in the display of data or information, or otherwise.

ACCEPTABLE USE BY VISITOR.
Visitor agrees not to, and not to allow its users to use the Site:
(a) to violate, or encourage the violation of, the legal rights of others (for example, this may include allowing end users to infringe or misappropriate the intellectual property rights of others in violation of the Digital Millennium Copyright Act);
(b) to engage in, promote or encourage illegal activity;
(c) for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website);
(d) to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;
(e) to interfere with the use of the Site by other Visitors, authorized resellers, or other authorized users;
(f) to disable, interfere with or circumvent any aspect of the Site;
(g) to generate, distribute, publish or facilitate unsolicited mass email, promotions, advertisings or other solicitations (“spam”); or

MISCELLANEOUS

Choice of Law
By utilizing this Site, Visitor agrees that this Agreement shall be governed and interpreted in accordance with the laws of the State of New York without regard to its conflicts of laws principles.

Arbitration
Visitor and Videa that this Visitor Agreement affects interstate commerce and that the Federal Arbitration Act applies. All arbitrations shall be conducted by the American Arbitration Association (“AAA”). The AAA’s rules are available on its website at www.adr.org or by calling 1-800-778-7879. If the claim asserted in arbitration is for less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply. If the claim asserted is for $75,000 or more, the Commercial Arbitration Rules will apply. If there is a conflict between the AAA’s rules and this dispute resolution agreement, this dispute resolution agreement shall control. To initiate arbitration, you must send a letter requesting arbitration and describing your claims to Videa, LLC Attn: Shauna Muhl, 6205 Peachtree Dunwoody Road, Atlanta, GA 30328. Visitor must also comply with the AAA’s rules regarding initiation of arbitration. Videa will pay all filing fees and costs for commencement of an arbitration, but Visitor will be responsible for his/her own attorneys’ fees and costs unless otherwise determined by the arbitrator pursuant to the terms of this agreement or applicable law. Videa will not seek to recover its fees and costs from Visitor in the arbitration unless Visitor’s claim has been determined to be frivolous. If Visitor is successful in the arbitration, Videa will pay your reasonable attorney’s fees and costs. If Visitor obtains an award from the arbitrator greater than our last written settlement offer, Videa will pay Visitor $5,000 in addition to what Visitor has been awarded in the arbitration. The arbitration will be held in a mutually convenient location. If Visitor seeks less than $10,000, then Visitor may choose to hold the arbitration in person, via phone, or to have it decided based on written submissions.

Prohibited Conduct
It is strictly prohibited to use or contact this site to disrupt or damage the site, its contents or its security measures or to harass or disparage Videa or its clients or affiliates or their respective products or services or personnel. Except as otherwise provided herein, no unsolicited e-mail (spam) may be directed to or through this site.

Indemnity
Visitor agrees to indemnify, defend and hold harmless Videa and its subsidiaries, affiliates, officers, managers, members, employees, agents and representatives from and against any and all claims, liabilities, demands, costs and expenses, including reasonable attorney and accounting fees, incurred by Videa due to or arising out of Visitor’s use of this site, any Videa Materials contained herein, or any other materials on this site, or breach of this Visitor Agreement. Videa reserves the right to assume or participate in the defense and control of any such claim or action.

Intended Users
This Site is offered in the English language and is intended for use solely in the U.S. Use of this Site is limited to persons over the age of 18.

Spam
Videa will immediately terminate any Account which Videa believes is being used to transmit, or is otherwise connected with, any spam or other unsolicited bulk email in connection with any messaging service made available through the Site. In addition, because damages are often difficult to quantify, if actual damages cannot be reasonably calculated, then Visitor agrees to pay Videa liquidated damages of $2 for each item of spam, unsolicited bulk email or private messaging transmitted from, or otherwise connected with any Visitor Account. Otherwise Visitor agrees to pay our actual damages; to the extent such actual damages can be reasonably calculated.

No Waiver
Any waiver by Videa of a breach of any provision of this Visitor Agreement shall not operate as or be constructed to be a waiver of any other breach of that provision or of any breach of any other provision of this Visitors Agreement. If any one or more of the provisions contained in this Visitor Agreement shall be held to be illegal, invalid, unenforceable or void in any respect by any arbitration proceeding or court of competent jurisdiction, this Visitor Agreement and any other provision herein shall not be rendered null and void and shall not be affected or impaired. This Visitor Agreement, as well as the Privacy Policy, contain the entire agreement between Visitor and Videa with respect to the use of this Site and hereby supersedes all previous agreements with respect to the use of this Site. Videa may modify or amend this Visitor Agreement at any time without notice to Visitor or any third party. Use of this Site and this Visitor Agreement shall not create any joint venture, partnership, agency relationship or employment relationship between Visitor and Videa. Use of this Site is not authorized in any locality, state or country that does not give full effect to all provisions of this Visitor Agreement or the Privacy Policy.

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