Terms of Service Agreement

Trust Matters to Us

Our terms and conditions are designed to encourage better service and compliance with general internet content delivery and usage. By using VidStructor.com your web-based virtual interactive website, you are agreeing to the following conditions, and as such, we recommend familiarizing yourself with the following documents.

Trial Terms

If trial versions of VidStructor.com are available you will have limited use for the designated trial period. If you are on a trial version, you may upgrade your account at any time. If you have not upgraded your account by the end of the trial period, you may be blocked from using VidStructor.com. The Vii Network, Inc has a zero tolerance policy when it comes to inappropriate content delivery where complaints are made.

VidStructor.com & iContact.com

By agreeing to our terms of service agreement you are abiding by and agree to iContact’s terms of service agreement as iContact is a partner of the Vii Network, Inc. To read and learn more about iContact’s policies and terms please visit iContact.com.

Transaction Fees & Upload Fees

By agreeing and purchasing VidStructor.com, you agree that the Vii Network may charge transaction fees for end-user membership, misc. products as well as upload fees for video delivery. If you have any questions please contact support@theviinetwork.com.

Cancellation Policy

At any time, for any reason, either party may cancel a user's VidStructor.com account. To learn more about our cancellation policies, or how to cancel your account, please read our Cancellation Policy below.

Privacy Policy
Effective Date: June 1, 2010

iContact Privacy Policy
We have created this Privacy Policy to demonstrate our firm commitment to your privacy and the protection of your information. This Privacy Policy applies to information that we collect and maintain about you when you visit this site and sub-domain, VidStructor.com & “yourname.vidstructor.com” ("Site & Sub-Domain"), and information collected from other sources, such as information you provide at trade shows or seminars or to our business partners.

Data Definitions

Generally, we collect and maintain three categories of data: a) account information generated when an individual or entity activates our services and your services – which generally includes contact information, video content, written content, profile information, and payment information (we call this our "Customer/Site Data"); b) data provided by your customers about individuals or entities to whom our customers would like to send email messages or other types of communications (we call this "Customer Recipient Data") and c) data about visitors to our Site who may or may not also be our customers ("Site Visitor Data").

Although the majority of our customers are businesses, some of the account information submitted to us, and maintained by us, could be used to identify or relate to an individual("personal data") rather than a business.

What We Do With the Data Collected on Our Site

As explained above, our services are intended for businesses, not consumers. If you have provided your contact information (which may include personal data) to us, we may contact you for marketing purposes by various means, including regular mail, email or telephone. When you activate a VidStructor.com account (including a trial account), you expressly consent to receive marketing communications about VidStructor.com’s services via direct mail, email (at the email address you provided when activating your account), telephone (at the number you provided when activating your account), pre-recorded messages (at the number you provided when activating your account), text messages (if you provided a wireless telephone number), instant messages or other communication methods. We may also use personal and non-personal (e.g., business-related) data for other purposes, including but not limited to: 1) providing the services you request; and 2) providing technical support.

We do not sell or rent Customer Data, Customer Recipient Data or Site Visitor Data without advance permission or unless ordered by a court of law. The data we collect is available: 1) to customers who sign up for our service offering(s); 2) to Vii Network, Inc’s employees who access and manage this information for legitimate business purposes such as customer service, marketing or billing purposes; and 3) to our service providers for purposes of providing functions or services related to our customers' accounts (for example, billing functions).

Why Do You Receive Email From Us?

If you have received one or more emails from us, it means that (a) your email address is on our list of customers, trial users or prospective customers, (b) you have provided us your email address so that we could contact you, and/or (b) you have an existing business relationship with one of our customers and have expressly shared your email address with such customer for the purpose of receiving emails about such customer's products or services (in other words, you have "opted-in"). It is possible that our customers may use our services to send unsolicited email, however. If this occurs, please contact us immediately at support@theviinetwork.com.

How Can You Stop Receiving Emails From Us?

Each email sent contains an easy, automated way for you to cease receiving email from the lists you are subscribed to, or to change your expressed interests. If you do not wish to receive additional emails from Vii Network or VidStructor.com client, simply follow the instructions at the end of any email.

How Do We Secure the Personal Data We Collect?

We use technical, administrative, and physical security measures to protect against the loss, misuse and alteration of data used by our system. No data transmissions over the Internet, however, are guaranteed to be completely secure. While we strive to protect your data from unauthorized use or disclosure, the Vii Network, Inc cannot warrant or guarantee the security of the data that you provide to us.

Questions About Your Account

If you have any questions about your account or how we use the data we collect and maintain in the course of providing our services, please contact us at support@theviinetwork.com.

Privacy Policy Changes

Any changes to this Policy will be posted here, so please check this page regularly and make sure to check the effective date of the policy above. If you have any questions or concerns about the changes, please contact us.

End User Services Agreement
PLEASE REVIEW THIS END USER SERVICES AGREEMENT (THIS "AGREEMENT") CAREFULLY, AS IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU ("YOU" OR "CUSTOMER") AND the Vii Network, Inc CORPORATION ("Vii Network" OR "WE").

YOU HAVE INITIATED USE OF Vii Network’s SERVICES. IN ORDER TO USE THESE SERVICES, YOU MUST FIRST READ THIS AGREEMENT AND INDICATE YOUR ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW BY SELECTING THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT. IF YOU DO NOT ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU SHOULD CLICK THE "DO NOT ACCEPT" BUTTON AT THE END OF THIS AGREEMENT, IN WHICH CASE YOU WILL NOT BE ALLOWED TO USE THE SERVICES. THIS IS AN AGREEMENT FOR SERVICES AND YOU ARE NOT BEING GRANTED A LICENSE TO ANY SOFTWARE UNDER THIS AGREEMENT.

Services. Vii Network provides on demand software and services ("Services") for the electronic distribution of customer created and/or approved content to customer's list of contacts ("Recipients"). Among other things, we provide customer support, and format and transmit the electronic content we are asked to distribute. "Customer" means any person or entity for whom the Services are designed or who uses the Services. Vii Network assumes that its Services are used by you for business purposes. If you do not intend to use the Services for business purposes, you must contact us at support@theviinetwork.com. Our customers retain and authorize Vii Network to transmit messages and provide information to their Recipients on their behalf. In the course of providing those Services, Customers provide us with personal information relating to their Recipients.

During the term of this Agreement and subject to the terms and conditions set forth herein and any guidelines, rules or operating policies that Vii Network may establish and post from time to time on www.iContact.com (the "Site"), including, without limitation Vii Network and iContact’s anti-spam policy, Privacy Policy and prohibited content and commerce statement (collectively, the "Policies") (which are incorporated herein by reference), Vii Network agrees to use commercially reasonable efforts to provide Customer with the Services. From time to time, Vii Network may modify the terms and conditions of this Agreement and/or the Policies. All such changes shall become effective upon posting of the revised Agreement and/or Policies, as the case may be, on the Site, and Customer's use of the Services thereafter shall be subject thereto. Customer agrees that its purchase of the Services is neither contingent upon the delivery of any future functionality or features, nor is it dependent upon any oral or written comments made by Vii Network with respect to future functionality or features.

Professional Services. In addition to the Services, Customer may purchase certain premium services by making its selection therefore in accordance with the instructions posted at VidStructor.com website (the "Professional Services"), which Professional Services may be customized pursuant to a mutually agreed upon written statement of work, provided to Customer upon the earlier of its request or its selection of desired Professional Services and acceptance of this Agreement (each, a "Statement of Work"). The Professional Services are provided by the Vii Network separate and distinct from the Services and are not required for Customer's use or enjoyment of the Services. In the event of any conflict between the terms and conditions of this Agreement and a Statement of Work, the terms and conditions of this Agreement shall govern, unless the parties expressly specify otherwise in such Statement of Work. Any Statement of Work may be modified or amended with the written consent of each of Vii Network and Customer.

If there is a Free Trial Period:

In the event Customer elects to use the Services on a trial basis, Customer will not be billed for such use for a period of fifteen (15) days commencing on the date Customer accepts this Agreement (as indicated below) (the "Trial Period"). During the Trial Period, Customer may use the Services subject to the subscriber limits posted on the Site. The subscriber limits for the Trial Period are subject to change at any time. Once Customer completes its free trial period or exceeds the free subscriber limit (even if Customer manually removes names from its subscriber list), whichever occurs first, the Trial Period will terminate. Upon such termination, Customer may purchase a monthly or annual subscription for the Services. Customer's access to the Services will be disabled until payment therefor is received.

Purchase:

Pricing for the Services is based upon standard subscriber level Customer chooses to purchase as indicated in the Service Order or a negotiated Service Order. The Service Order is the portion of the software that records the Customer's subscriber level, term, subscription fee, payment method and other account information. If the number of subscribers stored in Customer's account exceeds the subscriber level purchased, Customer's access to and use of the Services will be disabled until either the number of subscribers stored in its account is reduced or Customer upgrades its subscriber level to at least equal the number of subscribers stored in its account. Customer's subscriber level may be upgraded (but not downgraded) at any time during the term of this Agreement.

Fees and Payment:

In consideration for the Services to be provided by Vii Network, Inc, Customer agrees to pay the monthly subscription fees set forth in the Service Order (the "Subscription Fees"). Paid Subscription Fees are non-refundable. Customer acknowledges that from time to time, delivery of content may not be delivered for unforeseen issues. Customer's payment obligation set forth herein continues regardless of whether delivery of such content is not delivered. In consideration for the Professional Services to be provided by Vii Network, if any, Customer agrees to pay the fees posted at www.VidStructor.com, set forth in the Statement of Work or as otherwise provided to Customer by Vii Network, the "Professional Fees," together with the Subscription Fees, the "Fees." Payments for Fees and reimbursements for expenses, if any, will be billed monthly and will be due immediately upon receipt of invoice, or may be pre-paid. The Fees shall include all applicable foreign, federal, state and local taxes payable with respect to this Agreement. Any payment not received by Vii Network by the due date may be subject, at Vii Network’s sole discretion, to a late fee equal to 1.5% (or the maximum rate permitted by law) of the amount then due, for each month overdue. In the event Customer fails to make timely payments when due, Vii Network may, at its election, discontinue, terminate or suspend the Services and delete all Customer Data (as defined below) from its systems, in each case, without incurring any liability to Customer. Despite any such discontinuation or suspension, Customer acknowledges and agrees that it will be required to pay the Subscription Fees for the remainder of the term of this Agreement. For amounts outstanding after sixty (60) days from its receipt of the invoice therefore, Customer shall be responsible for and agrees to pay reasonable costs and expenses of collection, including, but not limited to court and attorneys' fees and expenses. From time to time, and at any time, Vii Network may require reasonable credit guarantees before continuing its provision of the Services or the Professional Services hereunder.

Customers Data:

In offering the Services, we may collect personal information about customers. Vii Network will not own any data, information or material that any of its Customers submit to the Vii Network sites in the course of its provision of the Services ("Customers' Data"). Customers are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customers' Data, and Customers are responsible for maintaining, securing and storing all Customers' Data in accordance with applicable law. Vii Network will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customers' Data.

Customer Information:

Vii Network collects certain personal and business-related information about its Customers in order to provide the Services (the "Customer Information"). If you have provided your contact information, Vii Network may contact you for marketing purposes by various means, including but not limited to regular mail, email or telephone. When you activate a VidStructor.com account, you give your express consent to receive marketing communications via direct mail, email (at the email address you provided when activating your account), telephone (at the number you provided when activating your account), pre-recorded messages (at the number you provided when activating your account), text messages (if you provided a wireless telephone number), instant messages or other communication methods.

Disclosures of Customer Information:

In addition to the uses of Customer Information set forth in Section 8, Customer agrees that Vii Network may use the Customer Information in connection with its provision of the Services. If Customer purchased the Services as a result of the marketing efforts of an Vii Network marketing partner, Customer agrees that Vii Network may disclose the Customer Information to such marketing partner. Notwithstanding the foregoing, Vii Network will not provide any Customer Information to any third party without Customer's authorization and will use reasonable efforts to prohibit any third party that receives any such Customer Information from selling or redistributing such Customer Information without Customer's authorization.

Passwords:

In connection with Vii Network provision of the Services, Vii Network will send to its Customer's designated email address (designated by Customer at the time an account is established), information such as user IDs and/or passwords which will enable Customer to access the Software (the "Passwords"). Customer agrees to maintain the Passwords in strict confidence and not to provide the Passwords to any third party. Customer will notify Vii Network promptly if there is a loss or compromise of any Passwords and Customer will be solely responsible for all actions and fees incurred as a result of such incident resulting from the Customer's negligence or intentional misconduct. Any unauthorized use of user IDs or Passwords by Customer will constitute a material breach of this Agreement.
Proprietary Rights. This is an agreement for services and Customer is not granted any license hereunder. All software embedded in the Services (the "Software"), and the Services, are and shall remain the sole and exclusive property of Vii Network. Accordingly, Customer acknowledges that Vii Network owns all rights, title and interest in and to the Software and the Services, including, without limitation, all United States and international patent rights, copyrights, trademark rights, trade secret rights, and all other proprietary rights pertaining thereto. Except as expressly granted in this Agreement, Customer will not have or acquire any rights or interest in or to the Software or the Services. Customer acknowledges that the Software contains proprietary information and trade secrets of Vii Network. Customer will not take any actions inconsistent with Vii Network’s ownership of each of Vii Network’s rights in and to the Software. Customer agrees that Customer will not directly or indirectly: (i) assign, distribute, license, sublicense, transfer, sell, rent, lease, time share, grant a security interest in, or otherwise transfer any rights in or to the Software, or make the Software available to third parties except as authorized by this Agreement; (ii) modify, translate, reverse engineer, decompile or disassemble the Software for any purpose, including without limitation, the creation of derivative works or similar products; (iii) upload, link to or post any portion of the Software on a bulletin board, intranet, extranet or website; (iv) use or distribute the Software in violation of any applicable laws, regulations or export restrictions; or (v) possess or use the Software in any format other than machine-readable format. All rights in the Software not explicitly granted herein, are reserved by Vii Network, Inc. If you are using the Services in any country within the European Union, the prohibitions set forth herein will not affect your rights under any legislation implementing the E.C. Council Directive on the Legal Protection of Computer Programs.

Use of Services.

Customer acknowledges and agrees that it will use the Services only to access, employ, utilize, or display the Software solely for Customer's "internal business purposes" by Customer's employees or by independent contractors hired by Customer. For the avoidance of doubt, the term "internal business purposes," as used herein, does not include, among other things, the right to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or third-party privacy rights; (iii) send messages to any purchased (email) lists, distribution lists, newsgroups, or spam email addresses; or (iv) send or store material containing malicious code, including, without limitation, software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs. Customer agrees to report immediately to Vii Network, and to use best efforts to stop immediately, any violation of the terms and conditions set forth in this Section 12 or any of the Policies.

Confidential Information:

Each of Vii Network and Customer, as a Receiving Party (as defined below), will hold confidential, not use except as otherwise authorized herein, and protect from disclosure to unauthorized third parties the Confidential Information (as defined below) of the Disclosing Party (as defined below). In the event that the Receiving Party is required by law to disclose Confidential Information of the Disclosing Party, the Receiving Party will provide the Disclosing Party with prompt written notice of such pending disclosure. For purposes hereof, "Confidential Information" means any information disclosed by one party (the "Disclosing Party") to the other party (the "Receiving Party") that relates to such Disclosing Party's business affairs, internal operations, personnel, financial matters, technology, research and development, product plans or offerings, markets, or know-how. Confidential Information will not include information that: (i) was publicly available, or that subsequently becomes publicly available, except by wrongful disclosure hereunder by the Receiving Party; (ii) was in the Receiving Party's possession prior to receipt of the same from the Disclosing Party, as evidenced by the Receiving Party's prior written records; (iii) was received from a third party who was not known by the Receiving Party to be under any obligation of confidentiality with respect to such information; (iv) can be proven by competent evidence to have been independently developed by the Receiving Party; (v) is furnished by the Disclosing Party to a third party without restriction on the third party's right of disclosure; (vi) is approved in writing for release by the Disclosing Party; or (vii) is required to be disclosed by order of court or law.

Representations, Warranties and Covenants:

Customer represents, warrants and covenants to Vii Network that: (i) if an individual, Customer is at least eighteen (18) years old; (ii) if an entity, it is a company duly organized and validly existing in good standing under the laws of the state in which it was organized; (iii) it has full power and authority to enter into this Agreement, which, upon its execution hereof, will constitute a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (iv) all information provided by it in the Service Order and otherwise during the term of this Agreement, is and will be truthful and accurate; (v) its use of the Services will at all times be in accordance with the terms and conditions of this Agreement, the Policies and all applicable laws, rules and regulations; and (vi) it is not directly or indirectly (as an owner, strategic partner or otherwise) engaged in any business relationship or activity that competes with the Services.

Disclaimer of Warranties:

THE SERVICES (AND THE PROFESSIONAL SERVICES, AS APPLICABLE) ARE PROVIDED "AS IS" AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Vii Network AND ITS AFFILIATES, LICENSORS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, THE "REPRESENTATIVES") DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT, WITH RESPECT TO THE SERVICES. Vii Network AND THE REPRESENTATIVES DO NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS NOR DO THEY GIVE ANY WARRANTY ABOUT THE RESULTS THAT MAY BE OBTAINED BY USING THE SERVICES.

Limitation of Liability:

IN NO EVENT WILL Vii Network OR ANY REPRESENTATIVE BE LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE SERVICES (OR THE PROFESSIONAL SERVICES, IF APPLICABLE), OR TO THE PERFORMANCE OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF DATA, LOSS OF USE, OR LOSS OF PROFITS, EVEN IF Vii Network OR ITS REPRESENTATIVES HAVE BEEN ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. FURTHER, IN NO EVENT WILL Vii Network AND THE REPRESENTATIVES' TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR ANY OTHER PARTY FOR CLAIMS, LOSSES, OR DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, INDEMNITY OR OTHERWISE, ARISING OUT OF OR RELATED IN ANY WAY TO THIS AGREEMENT OR THE SERVICES, EXCEED THE ACTUAL FEES CUSTOMER PAID TO Vii Network FOR THE SERVICES AS OF THE DATE OF THE CLAIM, LOSS, OR DAMAGE. In the event of any failure, or Vii Network non-provision, of the Services (or the Professional Services), Customer's sole and exclusive remedy shall be for Vii Network to use commercially reasonable efforts to repair or provide the Services.
Indemnification. Customer agrees to indemnify, defend and hold harmless Vii Network, the Representatives, and its and their respective affiliates, officers, directors, stockholders, employees, consultants, representatives and agents from any and all claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys' fees) arising from Customer's negligence or intentional misconduct, Customer's violation of any applicable law, including the federal CAN SPAM Act, 15 U.S.C. 7701-7713, this Agreement or the Policies, Customer's breach of any of its representations, warranties or covenants set forth herein, or Customer's infringement of any intellectual property rights or other rights of any person or entity.

Term and Termination:

The Service Order determines the term of your Agreement. This Agreement will automatically renew and you will continue to be billed for the term indicated on the Service Order if you do not terminate this Agreement by 7:00PM EST on the last business day before the automatic renewal date. Vii Network’s billing cycles are on a per calendar month basis. If Customer desires to terminate this Agreement, such a request can only be made via phone by calling 1.866.803.9462 prior to 7:00PM EST of the last business day before the automatic renewal date based on the term indicated in the Service Order or via the application if available. If Customer wishes to terminate only Professional Services provided hereunder, it should contact its account manager prior to such services being performed. Vii Network may terminate this Agreement at any time if Customer does not abide by the terms of this Agreement. In the event of any suspected violation of the terms, conditions or restrictions set forth in this Agreement, Vii Network may immediately disable Customer's access to the Services and suspend its provision thereof. Any default in the performance of any of Customer's obligations hereunder, shall be considered a material breach of this Agreement and shall entitle Vii Network to terminate immediately this Agreement, to terminate Vii Network’s provision of the Services and to pursue all available equitable and legal remedies. Upon termination of this Agreement, Customer's payment of all unpaid and outstanding Fees and Customer's written request received by Vii Network’s within thirty (30) days of such termination. Customer acknowledges and agrees that after the thirtieth (30th) day following termination, Vii Network has no obligation to retain the Customers' Data and may delete and destroy such Customers' Data without providing Customer with notice of such deletion.

Governing Law:

This Agreement will be governed by the laws of the State of Maryland as applied to agreements entered into and performed entirely within the State of Maryland, without regard to any choice of law provisions thereof. The rights and obligations of the parties under this Agreement shall not be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods.
Arbitration. Any dispute or controversy arising under, out of, or in connection with this Agreement shall be resolved by binding arbitration under the commercial rules of the American Arbitration Association before a single arbitrator. Any such arbitration shall be conducted in Maryland, U.S.A. Judgment upon any award may be entered in any court of competent jurisdiction. The arbitrator shall be designated by mutual agreement of the parties or, if the parties cannot agree on an arbitrator within ten (10) days after a request for arbitration hereunder, each party shall designate one (1) arbitrator and the arbitrators so designated shall designate a third arbitrator who shall conduct the arbitration. The decision of the arbitrator shall be binding and conclusive upon the parties. Notwithstanding the foregoing, Vii Network shall have the right to seek injunctive relief or other equitable or legal remedies in a court of competent jurisdiction in the State of North Carolina, to which jurisdiction, for such purpose, Customer hereby irrevocably consents.
Relationship. This Agreement does not create a partnership, joint venture or agency relationship between Vii Network and Customer. Customer does not have any right, power, or authority to act as a legal representative of Vii Network.

Assignment. Customer may not transfer, assign, sublicense, or delegate any right or duty under this Agreement to another entity or person without the express written consent of Vii Network. Any such transfer, assignment, sublicense or delegation without consent will be null and void.

Severability. In the event that a court of competent jurisdiction determines that any portion of this Agreement is illegal, invalid or unenforceable, such portion will not affect or impair the legality, validity or enforceability of any other provisions of this Agreement.

Survival. The provisions of this Agreement that by their nature and context are intended to survive the performance and termination of this Agreement, will survive the completion of performance and termination of this Agreement.
Entire Agreement. This Agreement, the Policies and the Statement of Work(s), if any, constitute the entire agreement and understanding between Vii Network and Customer and supersede all prior and contemporaneous agreements, documents, and proposals, oral or written, between the Vii Network and Customer, except for any prior agreement addressing confidentiality, which will continue in effect according to its terms following the execution, performance and termination of this Agreement.

No Waivers. Vii Network’s failure to exercise any of its rights under this Agreement will not constitute or be deemed to constitute a waiver or forfeiture of such rights or of any preceding or subsequent breach or default.

Notice. Vii Network may provide Customer with general notice by electronic mail to Customer's email address of record, or by written communication sent by first class mail or pre-paid post to Customer's address of record, or to such other address designated by Customer and communicated to Vii Network in accordance with the notice delivery provisions of this Section 28. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing if sent by first class mail or pre-paid post, or twelve (12) hours after sending if sent by electronic mail. Except as otherwise provided herein, Customer must give notice to Vii Network (such notice shall be deemed given when received by Vii Network) by using one of the following means: 1) letter sent by confirmed facsimile to Vii Network, Inc 2) letter delivered by a nationally recognized overnight delivery service. Notwithstanding the foregoing, Customer must adhere to the terms and conditions set forth in Section 19 above to provide Vii Network with notice of its intention to terminate this Agreement. Either Customer or Vii Network may designate a different mailing address for notice delivery by providing the other party with such different address in accordance with the notice delivery provisions of this Section 28.
Consent to Use of Electronic Signatures and Records. As a convenience and courtesy to you, Vii Network provides access to its Services online which may require you to enter into agreements or receive notices electronically. Accordingly, you acknowledge and agree that by clicking "I Agree" or "I Accept" anywhere on the Site: you agree to conduct electronically the particular transaction into which you thereby enter including, without limitation, entering into this Agreement;
you have read and understand the electronic copy of electronic contracts, notices and records, including, without limitation, this Agreement, the Policies and any amendments hereto or thereto; you agree to, and intend to be bound by, the terms of the particular transaction into which you thereby enter; you are capable of printing or storing a copy of electronic records of transactions into which you enter including, without limitation, this Agreement and any amendments hereto; you agree to receive electronically information about the Services and other electronic records into which you thereby enter including, without limitation, this Agreement.
If you wish to withdraw this consent, please contact us at support@thevinetwork.com, in which case Vii Network shall have the right to terminate your use of the Services.

Export Restrictions. Customer acknowledges that the Services may be subject to U.S. or other countries' export control laws and regulations. Customer agrees not to export, or transfer for the purpose of re-export, the Services (including technical data) in violation of any U.S. or other applicable export control laws and regulations.
Miscellaneous. Except as otherwise expressly set forth herein, this Agreement may be amended or modified only by Vii Network and may not be modified by course of conduct. The section headings used herein are for convenience only and will not be given any legal meaning. This Agreement is made for the benefit of the parties only and there are no intended third-party beneficiaries.

Prohibited Content and Commerce Statement
Vii Network prohibits the use of Vii Network by any company or site that engages in any of the following:

Provides, sells or offers to sell the following products or content (or services related to the same): pornography; nudity; online gambling; escort services; illegal goods; illegal drugs; illegal drug contraband; pirated computer programs; instructions on how to assemble or otherwise make bombs, grenades or other weapons, provides, sells, or offers to sell or rent any mailing list, displays material that exploits children under 18 years of age, posts or discloses any personally identifying information or private information about children without their consent (or their parent's consent in case of a minor), provides material that is grossly offensive, including blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or posts any obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable content, sells or promotes any products or services that are unlawful in the location at which the content is posted or received, introduces viruses, worms, harmful code and/or Trojan horses on the Internet, promotes, solicits or participates in pyramid schemes, engages in any libelous, defamatory, scandalous, threatening, harassing activity, posts any content that advocates, promotes or otherwise encourages violence against any governments, organizations, groups or individuals or which provides instruction, information or assistance in causing or carrying out such violence. In addition, Vii Network reserves the right to prohibit the use of VidStructor.com and Vii Network’s services by any company or site at its sole discretion. As always, sending unsolicited commercial email is FORBIDDEN. See our Site Owner Agreement and Software License Terms and our Anti-Spam Policy for details. This document may change from time to time. Please contact the Vii Network Technical Support Team with any questions about whether your site can use Vii Network.

Cancellation Policy
Vii Network’s Cancellation Policy
At any time, either party may cancel a user's Vii Network account for any reason. The user must request cancellation by contacting us at support@theviinetwork.com.

Amounts paid are not refundable. Subscriptions to our service are pre-paid. As such, any cancellations that occur in the middle of a payment term (month, quarter, or year depending on payment schedule) will be made effective on the final day of the prepaid term. Any email communication regarding the cancellation of an account must be from the email address on record in the account to complete the cancellation.

Credit Card Expirations or Declines:

Please note that allowing a credit card to expire or not submitting payment by check regardless of invoice receipt status will not automatically cancel your account as we maintain all account data, allow subscriptions to occur, and allow you access to your account. You will remain responsible for paying the monthly charge, which will accrue to your account, until we receive a cancellation notice. We will send notice to the email on record if a card is declined. We may also follow-up by phone or mail. We reserve the right to send delinquent accounts to a collection agency if they are not paid within 3 months.

Retrieving Your Data After Your Account Has Been Canceled:

Per our privacy policy, data from canceled accounts will be deleted immediately and cannot be retrieved. Please be sure to export all data you wish to save before canceling your account.

Affiliate Agreement
PLEASE REVIEW THIS AFFILIATE AGREEMENT (THIS "AGREEMENT") AS IT CONSTITUTES A LEGAL AGREEMENT BY AND BETWEEN ICONTACT CORPORATION ("Vii Network’") AND YOU ("AFFILIATE"), TO BE EFFECTIVE ON THE DATE YOU INDICATE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH HEREIN (THE "EFFECTIVE DATE") BY SELECTING THE "ACCEPT" BUTTON AT THE END OF THIS AGREEMENT. THIS AGREEMENT SHALL BE SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THE END USER SERVICES AGREEMENT POSTED AT WWW.ICONTACT.COM/TERMS, WHICH IS INCORPORATED HEREIN BY REFERENCE.

Vii Network is the licensed provider of VidStructor.com (the "Software"). Affiliate wishes to promote the Software via a landing page pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing, the mutual covenants and agreements contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows:

Appointment: Subject to the terms and conditions set forth in this Agreement, Vii Network hereby appoints Affiliate, and Affiliate hereby accepts such appointment, to promote and market the Software in accordance with the terms and conditions set forth herein, with the intention of referring to Vii Network each month unique and bona fide subscribers for the use of the Software (each, an "Vii Network Customer").
Affiliate Landing Page: Within thirty (30) days after the Effective Date, unless otherwise agreed by Vii Network in writing, Vii Network will create and maintain during the Term (as defined below) for Affiliate a landing page upon which Vii Network Marks (as defined below) will be displayed prominently. This landing page will be coded with an Affiliate ID # so that all transactions and sales from Vii Network Customers can be tracked and correctly applied and credited to Affiliate's account. Once a visitor to such page becomes an Vii Network Customer, an Affiliate ID # will be hard coded to such Vii Network Customer's account, through which Affiliate's account will be credited for every payment made by such Vii Network Customer. At any time during the Term, Affiliate may log onto Affiliate Central through the link found within Affiliate's account to track total numbers of visitors sent to Vii Network, total number of Vii Network Customers, and total billing for each month.

Licenses: In connection with each party's performance of the obligations set forth herein, each party (in such capacity, the "Licensor") : (i) represents and warrants to the other party (in such capacity, the "Licensee") that it is the sole and exclusive owner of any trade names, trademarks, service marks, "d/b/a"s, names, URLs, or logos (collectively, the "Marks") that Licensor provides to Licensee hereunder, and that such provision will not violate or otherwise infringe upon any intellectual property or other rights of any third party; and (ii) hereby grants to Licensee a limited, nonexclusive, royalty-free license to use Licensor's Marks during the Term in connection with the performance of Licensee's obligations hereunder. Licensee hereby agrees not to: (x) alter or otherwise modify any of Licensor's Marks; (y) attack ownership of, or rights to, any of Licensor's Marks; or (z) intentionally use the Licensor's Marks in a way that might deceive others, create a likelihood of confusion or destroy or diminish the goodwill in any of the Licensor's Marks.
Term and Termination: This Agreement shall commence on the Effective Date, and shall continue until terminated by Vii Network, by providing Affiliate with prior written notice of its intention to so terminate; or by Affiliate, by providing Vii Network with fifteen (15) days' prior written notice of its intention to so terminate (the "Term"). Upon any termination of this Agreement, the licenses granted in Section 3 above shall terminate effective immediately as of the date of such termination. Notwithstanding any such termination, the terms and conditions set forth in Sections 4, 5, 6, 7, 8, 9, 10, 12, 14 and 19 hereof shall survive; provided, however, that if this Agreement is terminated by Vii Network due to Affiliate's breach of this Agreement or of any of Affiliate's representations and warranties set forth herein, as determined by Vii Network in its sole discretion, Affiliate shall not be entitled to any commission payments arising pursuant to Section 5 below after the date of such breach.

Commission: Vii Network agrees to pay Affiliate a commission equal to: (i) twenty-five percent (10%) of all Revenue (as defined below) actually received from each Vii Network Customer referred to Vii Network by Affiliate; and (ii) five percent (2%) of all Revenue generated by affiliates referred to Vii Network by Affiliate, which enter into affiliate agreements with Vii Network substantially similar to this Agreement; provided, however, that Vii Network will pay Affiliate a monthly commission of no more than $175 for each Vii Network Customer. Except as otherwise set forth in Section 4 above, Affiliate will continue to receive the commission payments described in this Section 5 for the life of each Vii Network Customer in accordance with the terms and conditions set forth herein. Commission payments will be based on Revenue actually received by Vii Network from Vii Network Customers in a calendar month, as calculated on the first day of the immediately subsequent calendar month (the "Month of Payment"), and will be mailed to Affiliate no later than the fifteenth (15th) day of the Month of Payment, by check made payable to Affiliate. Such payments will be made after Affiliate's cumulative commissions exceed $30.00 (or in the case of non-U.S.-based Affiliate, such payments will be made after cumulative commissions exceed US$100.00). For purposes hereof, "Revenue" means gross revenue actually received by Vii Network from each Vii Network Customer minus any refunds, rebates, setoffs, discounts, promotions, charge backs, non-payments, or defaults, any of which may be set-off against amounts already paid to Affiliate.

Marketing Materials: During the Term, Affiliates may use graphics, text, and sample promotions provided in Affiliate Central to promote the Software. Affiliates may not use unsolicited commercial email to promote the Software, which includes mass emails sent to recipients who have not requested it (not opted-in) and with whom Affiliate has no prior relationship, and any other definition of "spam" as defined under applicable law. Any such use will be considered a material breach of this Agreement and will result in the termination of this Agreement in accordance with the terms and conditions set forth in the last sentence of Section 4 above.
Vii Network Pricing and Customer: Vii Network reserves the sole and exclusive right to review, modify or change its posted pricing, and to accept, reject, suspend or terminate service to any Vii Network Customer or prospect, at any time and without regard to, limitation from, or restriction by Affiliate or any of the terms or conditions set forth herein.

Disclaimer of Warranty: THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VII NETWORK AND ITS AFFILIATES, LICENSORS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, THE "REPRESENTATIVES") DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY WARRANTY AS TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT WITH RESPECT TO THE SOFTWARE AND THIS AGREEMENT. VII NETWORK AND THE REPRESENTATIVES DO NOT WARRANT THAT THE SOFTWARE WILL MEET VII NETWORK CUSTOMER'S REQUIREMENTS NOR DO THEY GIVE ANY WARRANTY ABOUT THE RESULTS THAT MAY BE OBTAINED BY USING THE SOFTWARE.
Affiliate's Representations, Warranties and Covenants: Affiliate represents and warrants to Vii Network that: (i) in connection with the appointment described herein, Affiliate will at all times comply with all applicable laws; (ii) Affiliate will at all times present the Software to potential customers, accurately, fairly and truthfully and will not make any misleading, unfair or deceptive statements about Vii Network or the Software, or misrepresent either in any way; (iii) Affiliate will not disparage Vii Network or the Software during the Term or at any time after the termination thereof; (iv) Affiliate will do all things reasonable to promote the good reputation of Vii Network and the Software; (v) Affiliate's execution, delivery and performance of this Agreement will not result in any violation of any other agreement or arrangement; and (vi) none of the Affiliate's Marks will violate or infringe upon the intellectual property, or other rights, of any third party.

Limited Liability: In no event will Vii Network be liable to Affiliate or Vii Network Customers for any special, direct, indirect, incidental, exemplary, consequential or punitive damages arising from or related to the Software or this Agreement, including, but not limited to, damages for losses of profits, loss of business or goodwill, loss of data or use of data, interruption of business, even if Vii Network was advised in advance of the possibility of such losses or damages. Vii Network’s total cumulative liability to Affiliate or to any other party for claims, losses or damages of any kind, whether based on contract, tort, negligence or otherwise, arising out of or related in any way to this Agreement or the Software will not exceed the commission actually paid to Affiliate in the calendar month immediately preceding the month in which such claim, loss or damage arose. Vii Network is not, and will not be, responsible or liable for any downtime or failure of performance or slowdown in deliverability that may occur from time to time.

Entire Agreement: This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all previous proposals, oral or written, and all negotiations, conversations of discussion heretofore and between the parties related to this Agreement. Each party acknowledges that it has not been induced to enter into this Agreement by any representation or statements, oral or written, not expressly contained herein.

Governing Law: This Agreement shall be governed by, and enforced in accordance with, the laws of the State of Maryland, without regards to its conflicts of law provisions. Both parties hereto irrevocably consent to the jurisdiction of the state and federal courts located in Baltimore, Maryland

Relationship of the Parties: Although the parties refer to each other as "Affiliates" in this Agreement, the parties do not intend to create a partnership or joint venture in the legal sense, but only a referral relationship. The parties agree that they are independent contractors and that neither of them has any fiduciary duty to the other. Neither party is the agent of the other. Neither party may represent to any person that it has the power to bind the other party on any service contract or other agreement, or take any action reasonably likely to lead a third party to believe that it is the agent or representative of the other party.

Indemnification: Affiliate hereby agrees to indemnify, defend and hold harmless Vii Network, and its officers, directors, stockholders, employees and agents (the "Indemnified Parties") from any and all liabilities, losses, damages, claims, suits, judgments, costs and expenses (including reasonable attorneys' fees and costs of any investigation or action related thereto) suffered or incurred by the Indemnified Parties as a result of: (i) Affiliate's performance, failure to perform or improper performance of this Agreement; (ii) Affiliate's material breach of any of its representations or warranties set forth herein, or of this Agreement; (iii) the Indemnified Parties' use of Affiliate's Marks in accordance with the terms and conditions set forth herein; or (iv) Affiliate's acts, omissions or intentional misconduct.

Assignment and Binding Effect: Affiliate may not assign this Agreement without first seeking and obtaining Vii Network’s prior written consent. All assignments in violation of this restriction set forth in this Section 15 shall be considered null, void and of no legal effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

Waiver: No waiver by Vii Network of any provision or condition of this Agreement shall be effective unless such waiver is expressed in writing and signed by an authorized representative of Vii Network. Vii Network’s failure to enforce any provision of this Agreement will not constitute a waiver of its right to subsequent enforcement of such provision or any other provision of the Agreement.

Amendment: Any modification or amendment of any provision of this Agreement must be made in writing and signed by an authorized representative of each party.
Consent to Use Electronic Signatures: Affiliate acknowledges and agrees that by clicking "I Agree" or "I Accept," Affiliate agrees to: conduct electronically the particular transaction into which Affiliate thereby enters, including, without limitation, this Agreement; and intends to be bound by, the terms of the particular transaction into which it thereby enters.

Audit Right: During the Term and for a period of three (3) months after any termination thereof, Vii Network has the right to inspect Affiliate's books and records related to Affiliate's obligations hereunder.