Terms of Use

Version 1.0

The Vidrana platform accessible at https://vidrana.com constitutes proprietary material owned by Vidrana. Various functionalities of the Platform may be governed by supplementary guidelines, conditions, or policies, which shall be made available on the Platform alongside such functionalities.

All such supplementary conditions, guidelines, and policies are hereby incorporated by reference into these Terms.

These Terms of Service establish the legally enforceable conditions and provisions that regulate your utilisation of the Platform. BY UTILISING THE PLATFORM, YOU ARE CONFIRMING YOUR ACCEPTANCE OF THESE TERMS and you warrant that you possess the requisite authority and legal capacity to be bound by these Terms. USERS MUST BE A MINIMUM OF 18 YEARS OLD TO UTILISE THE PLATFORM. IF YOU DO NOT ACCEPT ANY PROVISIONS WITHIN THESE TERMS, YOU MUST NOT ACCESS OR UTILISE THE PLATFORM.

These conditions mandate arbitration as outlined in the Dispute Resolution Section on an individual basis for dispute resolution and restrict available remedies in case of disputes.

Platform Access

In accordance with these Terms, the Company provides you with a non-transferable, non-exclusive, revocable, restricted permission to utilise the Platform exclusively for your personal, non-commercial purposes.

Specific Limitations. The permissions provided to you under these Terms are constrained by the following limitations: (a) you are prohibited from selling, renting, leasing, transferring, assigning, distributing, hosting, or otherwise commercially utilising the Platform; (b) you are forbidden from altering, creating derivative works from, disassembling, reverse compiling or reverse engineering any component of the Platform; (c) you are not permitted to utilise the Platform to develop a similar or competing service; and (d) save as explicitly outlined herein, no element of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any format or through any method unless otherwise specified, any future release, update, or additional functionality of the Platform shall be governed by these Terms. All copyright and proprietary markings on the Platform must be preserved on all reproductions.

The Company retains the right to alter, suspend, or terminate the Platform with or without advance notification to you. You recognise that the Company shall not be liable to you or any third party for any alteration, interruption, or cessation of the Platform or any component thereof.

No Support or Maintenance. You understand that the Company assumes no responsibility to provide you with any assistance regarding the Platform.

With the exception of any User Content you may submit, you recognise that all intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Platform and its materials are the property of the Company or the Company's suppliers. These Terms and Platform access do not confer upon you any rights, title or interest in any intellectual property rights, save for the restricted access rights outlined in the Platform Access Section. The Company and its suppliers retain all rights not specifically granted in these Terms.

Billing and Payment

All fees are charged in US Dollars and are non-refundable except as expressly stated. Subscription fees are billed in advance on a monthly/annual basis and are due immediately upon billing. We may change our fees at any time by providing you with at least 30 days' notice. Your continued use after the notice period constitutes acceptance of the new fees.

If any fees owed by you are overdue, we may suspend or terminate your account and delete all associated User Content without notice. You remain responsible for all outstanding fees regardless of account termination.

 

Privacy and Data Protection

Your privacy is important to us. Our collection, use, and protection of your personal data is governed by our Privacy Policy, which is incorporated by reference into these Terms. By using the Platform, you consent to the collection and use of your information as described in our Privacy Policy.

User Content

User Content. "User Content" refers to all information and materials that a user uploads to the Platform. You maintain sole responsibility for your User Content. You assume all risks related to the use of your User Content. You hereby confirm that your User Content complies with our Acceptable Use Policy. You must not suggest or imply to others that your User Content is provided, sponsored or endorsed by the Company in any manner. Since you bear sole responsibility for your User Content, you may subject yourself to legal liability. The Company has no obligation to preserve any User Content that you upload; furthermore, your User Content may be removed at any time without advance notice. You are entirely responsible for creating your own backup copies of your User Content should you wish to do so.

You hereby provide the Company with an irrevocable, non-exclusive, royalty-free and fully compensated, global permission to reproduce, distribute, publicly display and perform, create derivative works from, incorporate into other materials, and otherwise utilise and exploit your User Content, and to grant sublicences for the aforementioned rights, exclusively for the purpose of incorporating your User Content into the Platform. You hereby irrevocably renounce any claims and assertions of moral rights or attribution regarding your User Content.

Acceptable Use Policy. The following conditions constitute our "Acceptable Use Policy":

You commit not to utilise the Platform to collect, upload, transmit, display, or distribute any User Content (i) that infringes upon any third-party right or intellectual property or proprietary right; (ii) that is illegal, harassing, abusive, tortious, threatening, harmful, invasive of privacy, vulgar, defamatory, false, intentionally deceptive, trade libellous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm against any group or individual; (iii) that is detrimental to minors in any manner; or (iv) that violates any law, regulation, or obligations or restrictions imposed by any third party.

Additionally, you agree not to: (i) upload, transmit, or distribute through the Platform any software designed to damage or modify a computer system or data; (ii) transmit through the Platform unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicate or unsolicited communications; (iii) utilise the Platform to harvest, collect, gather or compile information or data about other users without their permission; (iv) interfere with, disrupt, or create undue burden on servers or networks connected to the Platform, or breach the regulations, policies or procedures of such networks; (v) attempt to obtain unauthorised access to the Platform, whether through password mining or other methods; (vi) harass or interfere with other users' use and enjoyment of the Platform; or (vii) employ software or automated agents or scripts to create multiple accounts on the Platform, or to generate automated searches, requests, or queries to the Platform.

We maintain the right to examine any User Content, and to investigate and/or take suitable action against you at our sole discretion if you breach the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such measures may include removing or modifying your User Content, terminating your Account pursuant to the Term & Termination section, and/or reporting you to law enforcement authorities.

If you supply the Company with any feedback or suggestions concerning the Platform, you hereby transfer to the Company all rights in such Feedback and acknowledge that the Company shall have the right to utilise and fully exploit such Feedback and related information in any manner it considers suitable. The Company will regard any Feedback you provide as non-confidential and non-proprietary.

You commit to indemnify and hold the Company and its officers, employees, and agents harmless, including costs and legal fees, from any claim or demand made by any third party arising from or related to (a) your use of the Platform, (b) your breach of these Terms, (c) your violation of applicable laws or regulations or (d) your User Content. The Company reserves the right to assume exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of these claims. You agree not to settle any matter without the prior written consent of the Company. The Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Third-Party Links & Advertisements; Other Users

Third-Party Links & Advertisements. The Platform may include links to third-party websites and services, and/or display third-party advertisements. Such Third-Party Links & Advertisements are beyond the control of the Company, and the Company bears no responsibility for any Third-Party Links & Advertisements. The Company provides access to these Third-Party Links & Advertisements solely for your convenience, and does not review, approve, monitor, endorse, warrant, or make any representations regarding Third-Party Links & Advertisements. You utilise all Third-Party Links & Advertisements at your own risk, and should exercise appropriate caution and discretion in doing so. When you access any Third-Party Links & Advertisements, the relevant third party's terms and policies apply, including the third party's privacy and data collection practices.

Other Users. Each Platform user bears sole responsibility for all of their own User Content. Since we do not control User Content, you acknowledge and agree that we bear no responsibility for any User Content, whether submitted by you or by others. You acknowledge that the Company will not be responsible for any loss or damage resulting from any such interactions. If a dispute arises between you and any Platform user, we have no obligation to intervene.

You hereby release and permanently discharge the Company and our officers, employees, agents, successors, and assigns from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature, that has emerged or emerges directly or indirectly from, or that relates directly or indirectly to, the Platform.

Disclaimers

The Platform is provided on an "as-is" and "as available" basis, and the Company and our suppliers expressly disclaim all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We and our suppliers provide no guarantee that the Platform will satisfy your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. If applicable law mandates any warranties regarding the Platform, all such warranties are restricted in duration to ninety (90) days from the date of initial use.

Some jurisdictions prohibit the exclusion of implied warranties, so the above exclusion may not apply to you. Some jurisdictions do not permit limitations on the duration of implied warranties, so the above limitation may not apply to you.

Limitation of Liability

To the maximum extent permitted by law, under no circumstances shall the Company or our suppliers be liable to you or any third party for any lost profits, lost data, costs of procuring substitute products, or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to these Terms or your use of, or inability to use the Platform even if the Company has been advised of the possibility of such damages. Access to and use of the Platform is at your own discretion and risk, and you will be solely responsible for any damage to your device or computer system, or loss of data resulting therefrom.

To the maximum extent permitted by law, notwithstanding anything to the contrary contained herein, our liability to you for any damages arising from or related to this agreement, will at all times be limited to a maximum of fifty British Pounds (£50). The existence of multiple claims will not increase this limit. You acknowledge that our suppliers will have no liability of any kind arising from or relating to this agreement.

Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Term and Termination

Subject to this Section, these Terms shall remain in full force and effect whilst you utilise the Platform. We may suspend or terminate your rights to use the Platform at any time for any reason at our sole discretion, including for any use of the Platform in breach of these Terms. Upon termination of your rights under these Terms, your Account and right to access and use the Platform will cease immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our active databases. The Company will have no liability whatsoever to you for any termination of your rights under these Terms. Even after your rights under these Terms are terminated, the following the following sections of these Terms will remain in effect: Platform Access, User Content, Third-Party Links & Advertisements; Other Users, Disclaimers, Limitation of Liability, Copyright Policy, and General

Copyright Policy

The Company respects the intellectual property of others and requests that users of our Platform do likewise. In connection with our Platform, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination of users of our online Platform who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Platform, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification must be provided to our designated Copyright Agent:

• your physical or electronic signature;
• identification of the copyrighted work(s) that you claim to have been infringed;
• identification of the material on our services that you claim is infringing and that you request us to remove;
• sufficient information to permit us to locate such material;
• your address, telephone number, and e-mail address;
• a statement that you have a good faith belief that use of the objectionable material is not authorised by the copyright owner, its agent, or under the law; and
• a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorised to act on behalf of the copyright owner.

Please note that any misrepresentation of material fact in a written notification automatically subjects the complaining party to liability for any damages, costs and legal fees incurred by us in connection with the written notification and allegation of copyright infringement.

Force Majeure

Neither party shall be liable for any failure or delay in performance under these Terms which is due to causes beyond that party's reasonable control, including but not limited to: acts of God, natural disasters, earthquakes, floods, fires, storms, epidemics, pandemics, war, terrorism, civil unrest, labour disputes, government actions or regulations, sanctions, internet infrastructure failures, widespread telecommunications outages, cyberattacks affecting third-party infrastructure, data centre failures, or failures of third-party hosting, cloud, or internet service providers upon which the Platform depends.

The affected party must: (a) promptly notify the other party in writing of the force majeure event and its expected duration; (b) use reasonable efforts to mitigate the effects and resume performance as soon as reasonably possible; and (c) provide regular updates on the status of the force majeure event.

If a force majeure event continues for more than thirty (30) consecutive days, either party may terminate these Terms upon written notice. In such cases, you will receive a pro-rated refund for any prepaid fees covering the period after termination.

This clause does not excuse payment obligations for services already received or relieve either party from obligations that are not directly affected by the force majeure event.

General

These Terms are subject to periodic revision, and if we make any material changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us and/or by prominently posting notice of the changes on our Platform. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earliest of thirty (30) calendar days following our dispatch of an e-mail notice to you or thirty (30) calendar days following our posting of notice of the changes on our Platform. These changes will be effective immediately for new users of our Platform. Continued use of our Platform following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

Dispute Resolution. Please read this Arbitration Agreement carefully. It forms part of your contract with the Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

Applicability of Arbitration Agreement. All claims and disputes in connection with the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorised or unauthorised users or beneficiaries of services or goods provided under the Terms.

Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: support@vidrana.com. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award to which either party is entitled.

Arbitration Rules. Arbitration shall be initiated through the Centre for Effective Dispute Resolution (“CEDR”), an established alternative dispute resolution provider that offers arbitration as set forth in this section. The rules of CEDR shall govern all aspects of the arbitration except to the extent such rules are in conflict with these Terms. The arbitration shall be conducted by a single, neutral arbitrator. Any hearing will be held in the United Kingdom or, if the parties agree, at another mutually acceptable location, taking into account cost and convenience. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of CEDR.

Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.

Time Limits. If you or the Company pursues arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations and within any deadline imposed under the applicable Rules for the pertinent claim.

Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the applicable Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.

Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less expensive than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

Waiver of Class or Consolidated Actions. All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis, and claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.

Confidentiality. All aspects of the arbitration proceeding shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.

Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.

Small Claims Court. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.

Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party's patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.

In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within England and Wales, for such purposes.

The Platform may be subject to UK export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any UK technical data acquired from Company, or any products utilising such data, in violation of the United Kingdom export laws or regulations.

Electronic Communications. The communications between you and Company use electronic means, whether you use the Platform or send us emails, or whether Company posts notices on the Platform or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal obligation that such communications would satisfy if it were in a hard copy writing.

Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Platform. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word "including" means "including without limitation". If any provision of these Terms is held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.

Copyright/Trademark Information. Copyright ©. All rights reserved. All trademarks, logos and service marks displayed on the Platform are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

Contact Information

Email: support@vidrana.com