Last Updated June 5, 2020

Welcome to Voov Media!

Voov Media, LLC (“Voov Media”) is a Florida limited liability company that provides the Voov Media website and related services to users like you (sometimes referred to herein as “you” or “Content Creator”). Specifically, Voov Media is an online platform which enables Content Generators to upload videos they have created for use by Voov Media to publish or license on social media platforms and earn revenue (the “Works”)(the “Service”).   

Voov Media provides the Voov Media Service to you subject to the notices, terms, and conditions set forth in this agreement (the “Agreement”). Your use of the Service is also subject to our Privacy Policy (as it may change from time to time) which is hereby incorporated by this reference in its entirety and can be reviewed by visiting https://voovmedia.com/privacy-policy/

When you use the Service, including but not limited to, creating a user account and uploading videos, you will be subject to and agree to be bound by this Agreement and the Privacy Policy. In the event that any of the terms, conditions, or notices contained herein conflict with the Privacy Policy or other terms and guidelines, the terms of this Agreement shall control. PLEASE BE AWARE THAT THIS AGREEMENT AND THE REFERENCED DOCUMENTS DESCRIBE OUR COMPLETE TERMS OF USE. USING THE SERVICE INDICATES YOUR ACCEPTANCE OF ALL THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, AS THEY MAY CHANGE PERIODICALLY, YOU MAY NOT USE THE VOOV MEDIA SERVICE. Voov Media reserves the right to terminate this Agreement or your access to the website, or generally cease offering the Service, at any time.

IMPORTANT: PLEASE REVIEW THE DISPUTE RESOLUTION PROVISION BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH VOOV MEDIA ON AN INDIVIDUAL BASIS THROUGH BINDING ARBITRATION. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

MODIFICATION

Voov Media reserves the right to modify the terms of this Agreement at any time. If modifications are made, Voov Media will post the revised Agreement on the Voov Media website and update the “Last Updated” date at the top. If modifications are made, Voov Media will provide you notice of such modifications. It is your responsibility to review these notices and any modifications. If you use (or continue to use) the Service after a change, that means you accept the new terms.

USE OF SERVICE

By accessing, or using the Service, you agree to the following:

1. You represent and warrant that you are at least 18 years old and have the legal capacity to enter into a binding contract. You may not authorize others to use your account, and you may not allow persons under the age of 18 to obtain services via your account. You also represent and warrant that you are not a person or entity barred from accessing the Service under the laws of any jurisdiction.

• Voov Media may make access to and use of the Service subject to conditions, including but not limited to a verification process and other eligibility criteria as further detailed herein.

• Subject to the terms of this Agreement, Voov Media hereby grants you a limited, revocable, non-transferable, non-sublicensable and non-exclusive license to access and use the Service on your computer, mobile, or other electronic device only for its intended purpose. Any breach of this Agreement shall result in the immediate revocation of the license granted herein and deletion of your account without notice to you. You may, at your sole discretion and without notice to Voov Media, deactivate and/or delete your user account at any time. Deactivation and deletion do not relieve you of any payment obligations you may have to Voov Media. Any Fees due and owing to you will be remitted pursuant to the Media Content License Agreement (the “License Agreement”) between you and Voov Media, which is hereby incorporated in its entirety by this reference. Any rights not expressly granted herein are reserved by Voov Media.

• You agree that Voov Media and its third-party providers and affiliates may contact you by telephone, text message, and email in order to effectuate services requested by you via the Service.

• Voov Media respects other people’s rights, including intellectual property rights, and expects our users to do the same. You may not reproduce, distribute, display, sell, lease, transmit, create derivative works from, translate, modify, reverse-engineer, disassemble, decompile, or otherwise exploit the Service or any portion of it unless expressly permitted by Voov Media in writing. You may not make any commercial use of any of the information provided on the Service or make any use of the Service for the benefit of another person, business, or other entity except as expressly permitted by Voov Media in writing. You may not access, monitor, or copy any content or information provided via the Service using any robot, spider, scraper, or automated or manual means for any purpose without Voov Media’s written consent. Any violation of any person or entity’s intellectual property rights will result in the immediate termination of services and deletion of your user account.

• You are responsible for obtaining the data network access necessary to use the Service. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Service, and the Service may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

• Voov Media reserves the right to refuse service, and terminate accounts at its discretion, without limitation, for any reason or no reason at all, or if it believes that your conduct violates this Agreement, the Privacy Policy, applicable law, any other agreement between you and Voov Media, or is otherwise harmful to Voov Media, its affiliates, third-party providers, or other Service users.

ACCOUNT REGISTRATION

In order to use the Service, you must register for and maintain a user account. Account registration requires you to submit to Voov Media certain personal information, including but not limited to, your name, address, mobile phone number, and payment information. You agree to maintain accurate, complete, and up-to-date information in your user account at all times. As further detailed in the License Agreement, your failure to maintain such information may result in your inability to use the Service, including licensing your Intellectual Property and receiving royalty payments. You are responsible for all activity that occurs within your user account, and you agree to maintain the security of your user account information.

Upon receipt of your request to create a user account, Voov Media may request additional information for verification purposes. You may not register more than one account unless authorized by Voov Media in writing.

Upon registration, Voov Media may assign you a password and account identification (the “Login Credentials”), which enable you to access and use the Service. You will be deemed to be authorized to access and use the Service in a manner consistent with this Agreement each time you use your Login Credentials. Voov Media shall have no obligation to investigate the authorization or source of any access or use of the Service. YOU WILL BE SOLELY RESPONSIBLE FOR ALL ACCESS TO AND USE OF THE SERVICE BY ANYONE USING THE LOGIN CREDENTIALS ASSIGNED TO YOU, WHETHER OR NOT SUCH ACCESS TO AND USE IS ACTUALLY AUTHORIZED BY YOU, INCLUDING WITHOUT LIMITATION, ALL COMMUNICATIONS, TRANSMISSIONS, AND OBLIGATIONS (INCLUDING FINANCIAL AND PAYMENT OBLIGATIONS) INCURRED THROUGH SUCH ACCESS OR USE. You are solely responsible for protecting the security and confidentiality of the Login Credentials assigned to you and you shall immediately notify Voov Media of any unauthorized use.

CONTENT CREATOR INTELLECTUAL PROPERTY

Voov Media permits you to submit, upload, or otherwise publish video content through Voov Media. Voov Media acknowledges that you will remain the owner of all of your Works and will not dispute your rights in and to the Works.

You warrant that you are the creator and owner with all rights, title or interest in and to the Works. You grant Voov Media a sub-licensable license and right to distribute the Works through social media platforms, including but not limited to Facebook (“Publishing Platform(s)”)(“License”). You acknowledge and agree that Voov Media has the right to grant sublicenses of the rights granted in its sole discretion, including negotiation of the terms of such sublicenses. You also agree that Voov Media may post, publish, distribute, or otherwise transit the Works through its own Publishing Platforms and will not challenge any such transmission or file any Digital Millennium Copyright Act Notice against any of Voov Media’s Publishing Platforms or pages as a result of such publication.

You agree, represent, and warrant that your Works: (a) do not violate any law; (b) do not violate or infringe upon the copyrights, patents, trademarks, service marks, trade secrets, or other proprietary rights of any person or entity; (c) are not defamatory, abusive, harassing, threatening, impersonating, or intimidating to any other person or entity; (d) are not libelous, threatening, defamatory, obscene, pornographic, hateful, or could give rise to any civil or criminal liability under U.S. or international law; and (e) do not include any bugs, viruses, worms, trap doors, Trojan horses, or other harmful code or properties.

Opinions within the Works are those of the individuals or entities expressing such opinions, and do not reflect Voov Media’s opinions.

INTELLECTUAL PROPERTY INFRINGEMENT

Voov Media respects the intellectual property rights of others. You represent you are the creator and owner of the Works you upload to the Voov Media platform. If any of the Works uploaded by you become the subject of an infringement claim or is likely to become the subject of such a claim by a third party, you agree to notify Voov Media immediately in writing in accordance with the notification requirements below. Should any Works be found infringing upon the rights of others, your account may be immediately terminated. 

In the event that Voov Media learns of any infringement or threatened infringement of the Works, Voov Media shall immediately notify you or your authorized representative, including any Intellectual Property Rights Manager with whom you may have an agreement. You (on behalf of yourself or through your authorized representative) shall have exclusive control of any litigation, opposition, cancellation or related legal proceedings; provided you shall indemnify and hold harmless Voov Media from any costs or expenses, including reasonable attorney fees, arising out of such litigatory proceedings. You shall have the exclusive decision whether to bring, defend, maintain or settle any such proceedings at your exclusive option and expense, and all recoveries shall be exclusively yours. Voov Media will not initiate any such litigation, opposition, cancellation or related legal proceedings in its own name. You are not required or be deemed to be required to enforce the Works against others.

NOTICE FOR CLAIMS OF COPYRIGHT VIOLATIONS

If you believe that your Work has been copied and posted on our Publishing Platforms in a way that constitutes copyright infringement under US copyright law, you should provide us with a written notice that sets forth the infringement details. To be effective, the notice must contain the following information:

(a) a description of the copyrighted Work you believe has been infringed;

(b) a description of the material that you claim is infringing the copyrighted Work and a detailed description of where it is located on our Publishing Platforms;

(c) your address, telephone number, and email address;

(d) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

(e) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and

(f) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.

You may contact us at:

Voov Media, LLC

Attn: Copyright Claims

14619 SW 15^th Ct.

Pembroke Pines, FL 33027

[email protected]

INDEMNIFICATION OF INTELLECTUAL PROPERTY CLAIMS

You shall indemnify, defend, and hold harmless Voov Media and its affiliates, officers, employees, agents, sublicensees, successors, and assigns (each, an “Indemnified Party”) from and against all losses, liabilities, settlements, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising out of or in connection with any third-party claim relating to any actual or alleged breach by you of any representation, warranty, covenant, or obligation hereunder or infringement or other violation of any intellectual property or other rights of any person or entity resulting from use of the Works by Voov Media or any of its affiliates or sublicensees.

PAYMENT TERMS

Voov Media shall pay you a percentage of the net profits earned from publishing, distributing, reposting, displaying, or otherwise transmitting the Works, including but not limited to, income earned from video content ad breaks and sublicense(s) (“Royalties”). Royalties will be made in accordance with Voov Media’s payment policy and include a summary of such revenues received by Voov Media and Royalties owed to you. All Royalties shall be made in US Dollars via bank transfer or other online/digital payment service (such as PayPal and/or Payoneer) as provided by you in your user account.

VOOV MEDIA INTELLECTUAL PROPERTY

All graphics, images, videos, icons, and text provided on the Service (the “Voov Media Content”), belong exclusively to Voov Media or its Voov Media Content suppliers. All software used on the Service (the “Voov Media Software”) is the property of Voov Media or its Voov Media Software suppliers. U.S. and international copyright laws protect the Voov Media Content and Software. The use of any of Voov Media’s trademarks, service marks, or other intellectual property without Voov Media’s express written consent is strictly prohibited. You may not use any of Voov Media’s trademarks, service marks, or other intellectual property in connection with any product or service that is in any way likely to cause confusion or harm to Voov Media.

TERMINATION

You may terminate this Agreement at any time by deactivating or deleting your user account or by providing Voov Media ten (10) days written notice pursuant to the Notice and Communications provision below.

Voov Media may terminate this Agreement at any time with or without reason by providing you written notice ten (10) days prior to such termination. Voov Media may, in its sole discretion, suspend your use of the Service or terminate this Agreement immediately if: (i) you breach any of the terms of this Agreement; (ii) you violate any applicable laws, rules, or regulations; (iii) Voov Media reasonably believes it is necessary to do so to protect Voov Media, and its users and Owners, or (iv) as otherwise permitted in your Media Content License Agreement, if any.

In addition to any legal or equitable remedies, Voov Media may, without notice to you, terminate, transfer, assign, charge, or otherwise dispose of this Agreement or any of Voov Media’s rights or obligations hereunder, or revoke any or all of your rights granted hereunder at any time. The provisions relating to Content Creator Intellectual Property, Intellectual Property Infringement, Notice for Claims of Copyright Violations, Voov Media  Intellectual Property, Indemnification of Intellectual Property Claims, Disclaimer, Limitation of Liability, Applicable Laws, Indemnification, and Severability shall survive any termination.

INTERNATIONAL ACCESS

This Service may be accessed from outside the United States and may contain products and services or references to products and services that are not available outside of the United States. Any such references do not imply that such products and services will be made available outside the United States. Users who access or use the Service from outside the United States are responsible for complying with their local laws and regulations.

DISCLAIMERS

THIS SERVICE AND ALL INFORMATION PUBLISHED VIA THE VOOV MEDIA SERVICE OR ITS PUBLISHING PLATFORMS ARE PRESENTED “AS IS” WITHOUT WARRANTY OF ANY KIND. THE VOOV MEDIA WEBSITE AND SERVICES PROVIDED THEREFROM MAY INCLUDE INACCURACIES, MISTAKES OR ERRORS. BY USING THE VOOV MEDIA SERVICE AND ACCEPTING SERVICES, YOU DO SO VOLUNTARILY.

VOOV MEDIA DOES NOT WARRANT AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION MADE AVAILABLE OR PUBLISHED VIA THE SERVICE. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY AND COMPLETENESS OF ALL INFORMATION AND OTHER MATERIAL ON THE SERVICE OR ANY SITES WITH WHICH IT IS LINKED.

THE INCLUSION OR OFFERING OF ANY INTELLECTUAL PROPERTY VIA THE VOOV MEDIA SERVICE OR PUBLISHING PLATFORMS DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION OF SUCH INTELLECTUAL PROPERTY OR CONTENT CREATOR.

THE DISCLAIMERS DETAILED HEREIN APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

LIMITATION OF LIABILITY

VOOV MEDIA SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF OR IN CONNECTION WITH: (a) THIS AGREEMENT; (b) YOUR USE OF OR RELIANCE ON THE SERVICE OR YOUR INABILITY TO ACCESS OR USE THE SERVICE; or (c) ANY TRANSACTION, COMMUNICATIONS WITH, OR RELATIONSHIP BETWEEN YOU AND ANY THIRD-PARTIES, INCLUDING OWNERS AND OTHER USERS, EVEN IF VOOV MEDIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VOOV MEDIA SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND VOOV MEDIA’S REASONABLE CONTROL.

IN USING THE SERVICE, YOU AGREE THAT VOOV MEDIA WILL NOT BE RESPONSIBLE OR LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY (a) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE SERVICE; (b) DATA NON-DELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (c) COMPUTER VIRUSES, SYSTEM FAILURE OR MALFUNCTION WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SERVICE, INCLUDING DURING HYPERLINK TO OR FROM THIRD-PARTY WEBSITES; OR (e) EVENTS BEYOND VOOV MEDIA’S REASONABLE CONTROL.

FURTHERMORE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, VOOV MEDIA WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SERVICE OR ANY DEALINGS OR RELATIONSHIP WITH ANY THIRD-PARTIES (INCLUDING OTHER USERS, AND ANY THIRD-PARTY SERVICE PROVIDERS), INCLUDING, BUT NOT LIMITED TO INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VOOV MEDIA’S TOTAL AND AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES (REGARDLESS OF THE FOUNDATION FOR THE ACTION) SHALL NOT EXCEED ONE HUNDRED US DOLLARS ($100 USD).

THE LIMITATIONS AND DISCLAIMERS HEREIN DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, VOOV MEDIA’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON VOOV MEDIA’S CHOICE OF LAW PROVISION SET FORTH BELOW.

MISCELLANEOUS TERMS

1. Dispute Resolution and Applicable Law. Voov Media is committed to customer satisfaction. If you have a problem or dispute, we will try to resolve your concerns. You agree to give us an opportunity to resolve any problems or disputes relating in any way to the Service. If we are unable to resolve the problem or dispute, you may pursue claims as explained herein.

1. The laws of the State of Florida shall govern this Agreement. Any dispute relating in any way to your use of the Service shall be submitted to confidential arbitration in Miami-Dade County, Florida, except in regards to issues regarding violations of Voov Media’s intellectual property rights, for which Voov Media may seek relief from any state or federal court of competent jurisdiction in the State of Florida. By using the Service, you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non-conveniences with respect to venue and jurisdiction in the state and federal courts of the State of Florida. Arbitration under this Agreement shall be conducted pursuant to the Commercial Arbitration Rules then prevailing at the American Arbitration Association. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise. In using this Service, you further agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to, or connected with the use of the Service or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned.

• By using the Service, you agree that Voov Media’s remedy at law for any actual or threatened breach of the intellectual property provisions herein would be inadequate. As such, Voov Media shall be entitled to specific performance, injunctive relief, or both, in addition to any damages Voov Media may be entitled to recover, along with reasonable expenses incurred by Voov Media for any form of dispute resolution, including, without limitation, reasonable attorneys’ fees. No right or remedy of Voov Media shall be exclusive of any other, whether at law or in equity, including without limitation damages, injunctive relief, attorneys’ fees and expenses. No instance of waiver by Voov Media of its rights or remedies under this Agreement shall imply any obligation to grant any similar, future, or other waiver. No act or omission by or on behalf of Voov Media is intended to be, nor should be construed as, a waiver of any of its rights, claims, causes of action, or remedies related to this Agreement.

• Waiver of Jury Trial. You hereby knowingly, voluntarily and intentionally waive the right to trial by jury in respect to any litigation based hereon, or arising out of, under, or in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written), or other actions of any party to this Agreement.

• No Class Action. You acknowledge and agree that you hereby waive the right to participate in any purported class action lawsuit, class-wide arbitration, private attorney-general action, or any other representative proceeding related to any disputes which may arise out of or relate to this Agreement.

• Indemnification. You agree to defend, indemnify and hold harmless Voov Media, and its affiliates, officers, directors, and employees from any and all claims, causes of action, demands, liabilities, damages, losses, and costs, including, but not limited to, reasonable attorneys’ and accounting fees and expenses, arising from or in connection with: (a) your use of the Service or any service obtained therein; (b) your breach or violation of this Agreement, our Privacy Policy, or any other policy posted from time to time on the Service; (c) your interaction with any other users and Owners, or your stay at or use of any Property; and (d) your violation of any laws, regulations, or rights of third parties.

• Entire Agreement. These Terms and Conditions and other referenced documents (including the Media Content License Agreement) and policies constitute the entire agreement between you and Voov Media, govern your use of the Service, and supersede prior agreements, written or oral, between you and Voov Media. You may not assign this Agreement or any rights or obligations hereunder, in whole or in part, voluntarily or by operation of law, without prior written consent of Voov Media. Any purported assignment in contravention of this paragraph shall be null and void. This Agreement does not confer any third-party beneficiary rights. Agreements with third-party providers are separate from this Agreement. Voov Media’s failure to enforce any right or provision in this Agreement shall not constitute a waiver unless agreed to by Voov Media in writing.

• No Joint Venture. Nothing in this Agreement shall be construed to create any joint venture, partnership, employment, or agency relationship between you and Voov Media or any of its affiliates.

• Severability. If any provision of this Agreement is deemed void, invalid, or unenforceable for any reason by any arbiter or court of competent jurisdiction, then such provision shall be enforced to the maximum extent possible under applicable law. All provisions of this Agreement are severable, and shall not affect the validity or enforceability of the remaining provisions.

• Notice and Communications. Unless specified otherwise, any notices or other communications to users permitted or required under this Agreement, will be in writing and given by via email or otherwise electronically through the Service. Voov Media encourages you to contact us with questions, comments, and other feedback. Notice and other communications from users to Voov Media should be sent in writing to Voov Media, LLC at [email protected].

We appreciate your business!