VidSnippets Incorporated – PLATFORM LICENSE AGREEMENT

IMPORTANT – READ THESE TERMS AND CONDITIONS CAREFULLY

VIDSNIPPETS IS WILLING TO PERMIT YOU TO LICENSE AND USE THE “VIDSNIPPETS WEB” PLATFORM AND TOOLS (THE PLATFORM) THAT WE ARE MAKING AVAILABLE ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. YOU CAN INDICATE YOUR ACCEPTANCE BY CLICKING ON THE BUTTON MARKED “I ACCEPT” BELOW. PLEASE READ ALL OF THE TERMS HEREIN CAREFULLY BEFORE CLICKING ON “I ACCEPT” BELOW. IF YOU ARE PARTICIPATING ON BEHALF OF ANOTHER PERSON OR ENTITY, WHETHER AN EMPLOYER, CUSTOMER OR OTHER THIRD PARTY, YOU MUST BE PREPARED TO DEMONSTRATE TO VIDSNIPPETS THAT YOU ARE AUTHORIZED TO ACT ON BEHALF OF THAT THIRD PARTY.

BY RESPONDING TO INDICATE ACCEPTANCE AND USING THE PLATFORM, YOU ARE ACKNOWLEDGING THAT YOU UNDERSTAND AND AGREE TO ALL OF THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, THEN VIDSNIPPETS IS NOT WILLING TO PERMIT YOU TO USE THE PLATFORM.

BACKGROUND

VidSnippets™ Incorporated (“VidSnippets”) has developed and owns all rights in the proprietary computer program that you will be given access to (the “Platform”). This Platform License Agreement (this “Agreement”) sets forth the terms under which you may access and use the Platform. In order to be set up, receive the log in information and commence using the platform and tools, you must indicate your agreement to all of the terms set forth herein.

YOU AGREE AS FOLLOWS:

1. Nature of the Agreement

By agreeing to the terms of VidSnippets’ Platform License Agreement set forth herein, customers can receive a limited license (described below) to use the Platform. This Agreement is a legal agreement made between you, as an individual, or as an authorized representative of a company or organization, that is interested in licensing the Platform (“Licensee”) and VidSnippets. This Agreement contains the terms and conditions that must be complied with by you and by all other Licensee representatives under VidSnippets’ Platform License Agreement. As used herein, “you” refers to Licensee and to all employees, agents and representatives of Licensee that use the Platform.

2. Term

The term of this Agreement and the license rights granted hereunder will commence upon your acceptance and first use of the Platform. It will continue for up to 31 days (for monthly subscriptions) or for 365 days (for annual subscriptions). Unless terminated, the subscription will automatically renew at the fee rate then in effect. You may terminate the license and this Agreement at any time by providing 30 days prior notice in writing. At the termination date you agree to cease all use of the Platform and delete all your Platform files and copies of Documentation (defined below) from your system.

Refunds may be obtained if the subscription is terminated within the first 15 days of the subscription period. After the first 15 days, no refund will be provided.

This license will also terminate automatically upon your failure to comply with any of the terms of this Agreement, the VidSnippets Master Terms and Conditions, and the VidSnippets Platform Usage Guidelines. Upon termination, you agree to promptly destroy all printed copies and delete all electronic copies of any Documentation, and to ensure that no copies of the Platform or of any Platform screens, data, or other content remain archived or otherwise stored on your system. Any video content stored on the VidSnippets servers and/or platform may be deleted by our staff after termination.

VIDSNIPPETS WILL DISABLE ACCESS TO THE PLATFORM UPON EXPIRATION OF THE EVALUATION PERIOD AND/OR THE SUBSCRIPTION PERIOD. THE ONLY WAY TO CONTINUE USE OF THE PLATFORM IS BY PAYING TO LICENSE THE PLATFORM FROM VIDSNIPPETS PURSUANT TO SECTION 4 BELOW.

3. License Grant

VidSnippets hereby grants to you a limited, revocable, nonexclusive, non-transferable, non-sublicensable license to use the Platform, together with any and all written and electronic user’s guides, specifications and other documentation related thereto (the “Documentation”). Except as specified in the subscription pricing package terms, nothing in this Agreement should be construed as granting you any right to receive any maintenance services, updates, or upgrades from VidSnippets; provided, however, that in the event VidSnippets decides, in its sole discretion, to provide you with any updates or upgrades to the Platform, such updates and upgrades will be deemed to be included in the definition of “Platform” for purposes of this Agreement.

4. Purchase of Platform License

At any time during the Evaluation Period, you can notify VidSnippets in writing that you want to purchase a full (i.e., non-evaluation) license to the Platform. Upon completion of the registration and account creation processes, VidSnippets will provide you with such materials (including, to the extent necessary, license agreements, non-evaluation copies of the Platform, and installation instructions and/or assistance) necessary to begin using the Platform. Any requests for enhancement or modification of the current functionality will be considered and to the extent possible will be accommodated with our ongoing technology development and enhancement plans.

If you wish to lease a customized dedicated “Black Box” instance of our platform, to host on your own platform, this may be an option provided the purchaser agrees to the additional time and development fees necessary for such. VidSnippets’ pricing is available upon request.

5. Technical Support

VidSnippets will provide you with limited technical support, via email, during VidSnippets’ regular business hours, which are from 9:00 am to 5:00 pm Atlantic Time, Monday through Friday (excluding holidays), in order to respond to customer inquiries concerning use of the Platform. VidSnippets will exercise reasonable efforts to respond within the number of business days specified in the selected subscription package after receipt to those email support inquiries that are submitted to support@vidsnippets.com.

6. Ownership of VidSnippets Platform and IP

VidSnippets retains all rights to the Platform and the Documentation not specifically granted herein. VidSnippets and its licensors own the Platform and the Documentation and all copyright and other intellectual property rights therein, and this Agreement transfers to you neither title to nor any proprietary or intellectual property rights in or to the Documentation or the Platform, or any updates or upgrades thereto or derivative works thereof, or any copyrights, patent rights, or trademarks, embodied or used in connection therewith, except for the rights expressly granted herein. The Platform and the Documentation are protected by Canadian laws and international treaty provisions.

7. Ownership of Licensee (Customer) content and materials

As a VidSnippets account holder you may submit video content to the VidSnippets Platform, create and publish/embed the linked custom summary clips and thumbnails using our Platform, tools and processes. VidSnippets does not guarantee any confidentiality with respect to any content you submit and publish.
You retain all ownership rights in your content. You shall be solely responsible for your own content and the consequences of submitting and publishing your content on the Platform. You affirm, represent, and warrant that you own or have the necessary licenses, rights, consents, and permissions to publish content you submit; and you license to VidSnippets all patent, trademark, trade secret, copyright or other proprietary rights in and to such content for publication on or through, the Platform pursuant to this Agreement, the VidSnippets Master Terms and Conditions, as well as the VidSnippets Platform Usage Guidelines, including without limitation, redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels supported by the Platform.

8. Restrictions

To the maximum extent permitted by law, you may not: (i) reverse engineer, decompile, or disassemble the Platform, or otherwise attempt to derive the source code of the Platform; (ii) rent, lease, loan, sell, sublicense, distribute, transmit or otherwise transfer the Platform to any third party, or permit use of the Platform by any third party; (iii) make any copy of or otherwise reproduce the Platform or any portion thereof, except for those copies otherwise necessary for use of the Platform in accordance with this Agreement; or (iv) make any modifications, enhancements or improvements to (or otherwise create derivative works of) the Platform.

9. Your Obligations

You will be solely responsible for the following: (i) providing all hardware, platform, networking and communications capabilities required for use of the Platform; (ii) at all times using the Platform in accordance with the Documentation and any other written instructions provided to you by VidSnippets; (iii) at all times complying fully with any and all relevant laws, rules and regulations related to your use of the Platform; and (iv) without limiting the foregoing, at all times complying fully with all applicable laws, rules and regulations of Canada governing the export of software (the “Export Laws”), to assure that neither the Platform or any direct product thereof is (1) exported, directly or indirectly, in violation of the Export Laws; or (2) is used or intended to be used for any purpose prohibited by the Export Laws.

10. Indemnification

You will indemnify, defend, and hold VidSnippets harmless from and against any and all third-party claims arising from, in connection with, or related in any way, directly or indirectly, to: (i) your use of the Platform, the Documentation, or any other materials furnished under this Agreement; or (ii) your breach of any of the terms of this Agreement.

11. Limitation of Liability

You are not entitled to receive damages from VidSnippets for any cause relating to this Agreement, to your use of the Platform, to any services provided by VidSnippets hereunder, or to any services provided by any third party in connection with your use of the Platform. In addition, in no event will you be entitled to obtain any injunctive relief or otherwise enjoin, restrain, or otherwise interfere with VidSnippets or with the distribution, operation, development, or performance of the Platform or any other VidSnippets products.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL VIDSNIPPETS BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER ARISING OUT OF YOUR USE OF (OR ANY INABILITY TO USE) THE PLATFORM. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL VIDSNIPPETS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF DATA, LOST PROFITS, OR LOST BUSINESS OPPORTUNITIES, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES.

12. Disclaimer of Warranty

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VIDSNIPPETS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND ON THE PLATFORM, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM, USAGE, OR A COURSE OF DEALINGS BETWEEN THE PARTIES.
VIDSNIPPETS WILL HAVE NO LIABILITY ARISING OUT OF OR IN ANY WAY RELATED TO CUSTOMER’S USE OF THE PLATFORM OR THE DOCUMENTATION. VIDSNIPPETS DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PLATFORM WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE.

13. General Provisions

(a) Governing Law

Nova Scotia law will govern this Agreement and the transactions it contemplates, without reference to rules regarding conflicts of law.

(b) Severability

If any provision of this Agreement is determined by any court of competent jurisdiction to be invalid or unenforceable, such provision shall be interpreted to the maximum extent to which it is valid and enforceable, as determined by such court in such action, and the remaining provisions of this Agreement will, nevertheless, continue in full force and effect without being impaired or invalidated in any way.

(c) No Assignment

You may not assign this Agreement or any of the rights granted by VidSnippets hereunder, in whole or in part, without the prior written consent of VidSnippets, and any attempt to do so will be void. This Agreement will be binding upon and inure to the benefit of the parties, their respective successors and permitted assigns.

(d) Acknowledgement

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND VIDSNIPPETS.
SUBJECT TO THE VIDSNIPPETS MASTER TERMS AND CONDITIONS AGREEMENT, THIS DOCUMENT SUPERCEDES ANY PROPOSAL, PRIOR AGREEMENT OR UNDERSTANDING, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND VIDSNIPPETS RELATING TO THIS PLATFORM LICENSE AGREEMENT, ALL OF WHICH ARE EXPRESSLY MERGED HEREIN. THIS AGREEMENT MAY NOT BE CHANGED, ALTERED, OR MODIFIED EXCEPT BY A WRITING SIGNED BY THE PARTIES. NO ACT, DOCUMENT, USAGE OR CUSTOM WILL BE DEEMED TO MODIFY OR AMEND THIS AGREEMENT IN ANY WAY.

Effective as of May 19, 2016