These Videobot Terms of Service (this “Agreement”) are entered into by Videobot Oy (a Finnish company with business id 3304661-1) and a legal entity (“You”). This Agreement governs Your use of Videobot service for any website (together the “Service“).
Service and Service Plans
1.1 Service Plans
Videobot offers various service plans for the Service (each a “Plan”) that may e.g., provide additional functionality or remove usage limitations. You are free to select the Plan that is most suitable for You and the website (the “Website”) on which You intend to use the Service.
Unless otherwise agreed upon in writing, the Agreement is in force for a fixed term of 12 months, after which it will automatically renew for successive terms of 12 months, unless You terminate this Agreement at the latest thirty (30) days before the expiry of the then current term. You are not entitled to refund of any advance payment if You terminate this Agreement prior the expiry of the Plan.
Videobot may in its discretion allow you to upgrade or downgrade your Plan during the term of the Plan.
1.2 Installing Videobot to a Website
By submitting a URL identifying any Website to Videobot, You at the same time represent and warrant that You are either the Publisher of the respective Website or that You have the necessary permissions or authorizations to submit the URL. Videobot does not guarantee that any particular Website is suitable for the Service. Videobot reserves the right to refuse in its sole discretion any request for Service by any party for any reason. Any given delivery time estimates for Service are not binding.
If Videobot has You as a customer, You can take the Service into use by including the specified script to the source code of the Website in accordance with the guidelines provided by the customer success team.
Videobot retains the title and all intellectual property rights in and to the script. Videobot grants You a limited license during the term of this Agreement to use and reproduce the scripts on the Website for the sole purpose of integrating, accessing and using the Service on the Website in compliance with this Agreement. You undertake to remove the scripts from the Website upon the termination of this Agreement.
1.3 Prohibited Uses
You shall not, and shall not authorize any third party to: (a) use the Service in breach of this Agreement; (b) use the Service for any illegal, infringing or inappropriate purposes; (c) submit to Videobot any Website or material that; (i) You do not control or with respect to which You have not obtained the necessary permits and authorizations to act in such manner; (ii) includes incorrect, incomplete or otherwise misleading information: (iii) contains any pornographic, hate-related, violent or otherwise inappropriate content (as may be determined from time to time by Videobot in its sole discretion); (iv) is illegal or infringing, or whose use would be illegal or infringing; (d) engage in any action or practice that reflects poorly on Videobot or otherwise disparages or devalues Videobot’s reputation or goodwill; (e) resell, assign, or transfer any of Your rights hereunder. You undertake to notify Videobot with no undue delay of any known or suspected improper or wrongful use of the Service.
1.4 Changes to the Service
Videobot is entitled to change or terminate the Service or its part, any Plan or its fees or any terms and conditions of the Plan at any time for any reason. Without limiting the foregoing, Videobot may in its discretion change functionalities and usage limitations of the free Service at any time. Videobot strives to inform You in advance by e-mail, via the Service or otherwise of any such changes to the extent they materially affect Your use of the Service.
Materials
You are solely responsible for the Website and the materials and information (together the “Materials”) You request Videobot to store and in connection with which You use the Service. You acknowledge that the Materials stored by Videobot, and the Website on which Videobot is used, are controlled by you, and they are not submitted, selected or controlled by Videobot. Videobot is merely providing a platform enabling in-site videobot functionality to such websites.
The role of Videobot in respect to the Materials is that of a hosting service provider. You agree that Videobot may disable Your Service or its part following Videobot’s receipt of a takedown notice or for any other reason.
Payment Terms
Unless otherwise agreed in writing by the Parties, all amounts are quoted and shall be payable in euros. ALL AMOUNTS PAID FOR THE SERVICE ARE NONREFUNDABLE.
Depending on the Plan, Videobot may charge the fees monthly or during such other intervals as set out the terms and conditions of the applicable Plan or, if You have selected a fixed term Plan with advance payment, in advance for the full amount on or after the date on which You have subscribed to the Plan.
You represent and warrant that You have the necessary permissions or authorizations to associate the credit card or other payment method with Your account and to use to pay the fees charged by Videobot for the Service.
Any outstanding balance becomes immediately due and payable upon the termination of this Agreement.
Late payment bears a daily-accruing interest of 15 % per annum. You are liable for collection and legal costs arising from collection of late payment, and such costs may be charged to the credit card or other payment method associated with Your account or invoiced from You afterwards.
Unless and to the extent expressly indicated otherwise, listed fees and any amounts payable are net amounts exclusive of possibly applicable VAT, any other applicable taxes and charges imposed by any government entity in connection with Your use of the Service. You are liable for any any such taxes and charges.
Intellectual Property Rights
4.1 The Service
You acknowledge that Videobot owns the title and all intellectual property rights to the Videobot Service. You undertake that You will not, and will not permit any third party to, modify, adapt, copy, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Service or its part or contents, or create or attempt to create a substitute or similar service or product through use of or access to the Service or proprietary materials related thereto. You shall not remove or otherwise inhibit the full display of any trademarks or copyright notices of Videobot that Videobot may have included to the Service or any materials or information related thereto.
4.2 Website
Subject to Your title and intellectual property rights in and to the Website and the Materials, along with any other information and content arising out of the use of the Service, is the exclusive property of Videobot. You grant Videobot a sublicensable and transferable right and license to use, reproduce, modify, make available and distribute the Website and other Materials for the purposes of making available the Service.
4.3 Third Party Intellectual Property Rights
Videobot takes intellectual property rights seriously. If Your intellectual property rights are used in connection with the Service without Your permission, please inform us.
Please include the following information in Your notice: (a) if the notification concerns claimed infringement, identification of the work(s) or other subject matter protected by intellectual property rights claimed to have been infringed and a statement of ownership to such work(s) or subject matter protected by intellectual property rights; (b) identification of the material that is claimed to be infringing or illegal and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (c) information reasonably sufficient to permit us to contact You, such as an address, telephone number and e-mail address at which You may be contacted; (d) if the notification concerns claimed infringement, a statement that to the best of Your knowledge the use of the material in the manner complained of is not authorized by the right owner, its agent or the law, and that You are either the right owner or authorized to act on behalf of the right owner; and (e) Your physical or electronic signature.
Indemnification
You agree to indemnify, defend and hold Videobot, its affiliates, subsidiaries, directors, officers and employees (collectively “Indemnified Person(s)“) harmless from and against any and all third party claims and any related liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your breach of the terms and conditions of this Agreement.
No Warranty, Limitation of Liability
Videobot shall pursue to use its reasonable efforts to ensure that the Service is available. HOWEVER, YOU AGREE THAT SERVICE IS PROVIDED “AS IS” AND YOUR SOLE RECOURSE IN THE EVENT YOUR ARE DISSATISFIED WITH THE SERVICE IS TO TERMINATE THIS AGREEMENT IN ACCORDANCE WITH SECTION 7 BELOW. VIDEOBOT MAKES NO WARRANTY, EXPRESS OR IMPLIED AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF AVAILABILITY, CORRECTNESS, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE.
Videobot shall have the right to suspend temporarily or permanently the Service or its part at any time for maintenance or for any other reason. Videobot shall strive to notify You of such suspensions but is under no obligation to do so.
EACH PARTY OF THIS AGREEMENT SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, PROVIDED SUCH DAMAGES ARE NOT THE RESULT OF SERIOUS AND DELIBERATE MISCONDUCT ON THE PART OF THE OTHER PARTY OR HIS STAFF, EVEN IF THE PARTY IN QUESTION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO EUR 50. Without limiting the foregoing, Videobot shall not have any liability for any failure or delay resulting from any condition beyond the reasonable control of Videobot, including but not limited to: strikes or other labor conditions; fire, thunderstorms, incidents of severe weather and natural disasters; outages of power, network or network connections; failures, breaches, delays or nonperformance of cloud service providers or other suppliers used in connection with the Service.
Termination
Either Party may terminate this Agreement with or without cause by sending a written notice to the other Party. Such termination will become effective at the end of the calendar month following the calendar month during which such notice was given.
If You have subscribed for a fixed-term Plan with advance payment, You are not entitled to refund if You terminate this Agreement during the agreed term. If Videobot terminates this Agreement to end before the expiry of a fixed-term Plan for reasons not attributable to and You have paid advance fee covering the whole term, Videobot will refund proportional part of the advance fee for the calendar months during which You cannot enjoy the Service due to the early termination.
Upon termination, (i) the provision of Service to You shall cease immediately, (ii) You shall remove any scripts or other references to Videobot from Your Website; (iii) Videobot may delete all Materials from the Service, observing, however that Videobot has a right, but no obligation, to retain the Materials or its part in order to enable You to reactivate the Service.
Your payment obligations and Sections 3, 4, 5, 6, and 7 shall survive any termination or expiry of this Agreement.
Other Provisions
8.1 Confidentiality
If You and Videobot have concluded a separate written agreement regarding Your use of the Service, You agree not to disclose the terms and conditions of such Agreement to any third party.
8.2 Reference
Videobot may use general information (such as the name and/or logo) related to You and the Website in its marketing of the Service pursuant to good business practises and reasonable guidelines submitted by You from time to time. You may present Yourself on the Website and in public as user of the Service pursuant to good business practises and reasonable guidelines submitted by Videobot from time to time.
8.3 Amendments to this Agreement
Videobot may change the terms and conditions of this Agreement, the Price List or the terms and conditions of the Plan at any time by posting the changed information and documents to You via email, or otherwise. By continuing to use the Service following such changes You agree to be bound by the amended Agreement. Any other modifications to this Agreement must be made in writing executed by both parties.
8.4 Entire Agreement
This Agreement (together with a possible separate written agreement referring to and incorporating these terms and conditions) constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all proposals, oral or written, all previous negotiations, and all other communications between the parties with respect to the subject matter of the Agreement.
8.5 Independent Contractors
Nothing in this agreement shall be construed as creating a partnership, agency, joint venture or any legal entity between Videobot and You. Videobot is not acting as Your representative or agent with respect to the Service. The relationship between Videobot and You is one of independent contractors.
8.6 No Waiver
The failure to require performance of any provision shall not affect a party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself.
8.7 Severability
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties’ intention, and the remaining provisions of this Agreement will remain in full force and effect.
8.8 Assignment
You may not assign this Agreement or any of Your rights and obligations hereunder to any third Party. Videobot may assign this Agreement and any of its rights and obligations under this Agreement to its affiliate or a third party at any time without notice.
8.9 Governing Law and Resolution of Disputes
This Agreement shall be governed by the laws of Finland, excluding its choice of laws provisions. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English or other language agreed by the Parties.