Giraffic Participation Agreement

1) This is an agreement between Giraffic Technologies, Ltd. (“Giraffic”) and You. This Agreement includes this document headed “Giraffic Participation Agreement” and also any policies, guidelines and amendments that may be incorporated into this Giraffic Participation Agreement or presented to You from time to time. This Agreement describes the terms and conditions on which Giraffic offers You the possibility to use Giraffic’s video distribution and related services (the “Giraffic Service” as further described below). (“You” and “Your”, as applicable) means the person or entity identified in the registration form submitted.

2)PLEASE READ THIS AGREEMENT CAREFULLY. This Agreement sets forth the legally binding terms and conditions for Your participation in the Giraffic Service. By registering, clicking “I Agree” or otherwise participating in the Giraffic Service, You represent to Giraffic that You are capable of entering into and performing legal agreements, and that You agree to be bound by the following terms and conditions. If You register on behalf of a business, You represent to Giraffic that You have the authority to bind that business and Your acceptance of this Agreement will be treated as acceptance by that business. In that event, “You” and “Your” will refer to that business in this Agreement. If You do not accept this Agreement in full, please do not register for or participate in the Giraffic Service.

With this in mind, You agree to and acknowledge the following:

3) The Giraffic Site

Giraffic Site consists of a video uploading and testing demonstration site that offers users (“Users”) to register to Giraffic Site, upload video content, integrate Users’ own video player with Giraffic video distribution technology (“Giraffic Technology”), and watch their own video content utilizing the streaming technology underlying Giraffic Site.

4) Ability to Accept the Agreement

You affirm that you are at the applicable age of majority in the jurisdiction where you reside and from which you access the Giraffic Site, because the Giraffic Site is prohibited for those not meeting this requirement. You also affirm that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. If you are under 18 years of age, or under the age of majority in the jurisdiction where you reside or from which you access the Giraffic Site, then you do not have permission to use the Giraffic Site. You may be asked to provide current, accurate identification, contact, and other information that may be required as part of the registration process and/or continued use of the Giraffic Site.

5) Registration and Participation

5.1)        Use of the Giraffic Site is subject to Giraffic’s prior approval and Your continued compliance with Giraffic’s specification guidelines, requirements and policies (the “Policies”), located at www.giraffic.com, or such other URL as Giraffic may provide from time to time. These include but are not limited to the Privacy Policy. Giraffic reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. You agree to comply with the Policies to enable, as applicable, proper delivery, display, tracking and reporting of actions related to the Giraffic Service.

5.2)        To participate, You must register online with Giraffic at the Giraffic Site, or through the websites of a Giraffic third party affiliate or partner, and create a unique, password-protected account (“Account”). You will be responsible for safeguarding Your password. You also take full responsibility for any actions under Your password and Account, whether authorized by You or not. You are responsible for keeping Your Account information current. You acknowledge and agree that Giraffic will have no responsibility or liability, directly or indirectly, for: (i) the availability of the Giraffic Site, external websites or resources of such third party affiliates or partners; (ii) the acts or omissions of, or any damage or loss caused or alleged to be caused by or in connection with Your use of or reliance on, such third party affiliates or partners, regarding Your Account; or (iii) failure to deliver notices that result from inaccurate Account information.

5.3)        At the time of registration, You will be given the opportunity to select one or more features of the Giraffic Site in which You wish to participate. To remain eligible for participation, You must at all times comply with the terms and conditions of this Agreement and all Policies.

5.4)        You are solely responsible for all video content You transmit or submit to Giraffic or through the Giraffic Site, whether created by or for You, including but not limited to graphics, music, sound, images, files, photos, animation, artwork, text, data, information, messages, hypertext links, scripts or other material (collectively, “Video Content”). Giraffic disclaims all liability relating to Your Video Content. As more fully set forth in Section ‎14) (“No Warranties”), You may not submit Video Content that contains any infringing, hate-related, violent or illegal content.

a)  In connection with Giraffic’s marketing, distribution and provision of the Giraffic Service as contemplated herein, You permit Giraffic, as further described in Section ‎9) to: (a) host, index and cache Your Video Content; ; and (b) engage in such further actions regarding Your Content as may be necessary or appropriate in order to effect the purposes of the Giraffic Site.

b)  Giraffic may, in its sole discretion: (a) reject, suspend access to or remove any of Your Video Content from the Giraffic Service at any time that Giraffic deems it unsuitable for the Giraffic Service or for distribution in the Giraffic Site, including, without limitation; and (b) modify any meta data You submit with Your Video Content, including without limitation meta tags, age rating, descriptive language, search terms, category and keyword modifiers. Giraffic shall have no liability for taking such actions. You agree and accept that Giraffic does not guarantee that Your Video Content will be distributed on any part of the Giraffic Site and that distribution may be subject to acceptance by any of the third party service providers.

c)  During the Term, You may request that Giraffic remove any or all of Your Video Content from the Giraffic Site. Upon such a request to remove Video Content, Giraffic will use commercially reasonable efforts to ensure the Video Content is removed from the Giraffic Site within seventy-two (72) hours following Your request.

d)  In the event that Giraffic fails to remove such requested Video Content from the Giraffic Site within seventy-two (72) hours after Your request for removal, Giraffic shall not be liable to You for damages or charges of any kind in an amount greater than ten dollars ($10) for all Video Content.

6) Use of Giraffic Site

6.1)        Use of and membership in the Giraffic Site is void where prohibited.

6.2)        The Giraffic Site is made available to you for your testing and demonstration use. Commercial use may require additional approvals by Giraffic and may be subject to a commercial agreement executed by Giraffic. Illegal and/or unauthorized use of the Giraffic Site, including collecting usernames and/or email addresses of Users by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Giraffic Site is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Users’ profiles without notice and may result in termination of membership privileges.

6.3)        This Agreement applies to all Users. The Giraffic Site may contain links to third party websites or provide content from third party websites that are not owned or controlled byGiraffic. Giraffic has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites. By using the Giraffic Site, you expressly relieve Giraffic and its affiliates from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the Giraffic Site and to read the terms and conditions and privacy policy of each other website that you visit.

6.4)        Giraffic hereby grants you permission to access and use the Giraffic Site as set forth in this Agreement, provided that:

a)  You agree not to distribute in any medium any part of the Giraffic Site, including but not limited to the Video Content, without Giraffic’s prior written authorization.

b)  You agree not to alter or modify any part of the Giraffic Site, including but not limited to Giraffic’s embeddable media player or any of its related technologies, other for the purpose of testing, demonstration and use of Giraffic’s video distribution technology.

c)  You agree not to access the Video Content through any technology or means other than the Giraffic video distribution technology embedded in the Giraffic Site, the Giraffic embeddable media player, or other explicitly authorized means Giraffic may designate.

d)  You agree not to use the Giraffic Site, including the Giraffic embeddable video distribution technology or media player for any commercial use, without the prior written authorization of Giraffic. Prohibited commercial uses include any of the following actions taken without Giraffic’s express approval:

(i) sale of access to the Giraffic Site on another website;

(ii) use of the Giraffic Site or the Giraffic Technology (such as the embeddable video distribution technology), for the primary purpose of gaining advertising or subscription revenue, except those that are specifically endorsed or approved by Giraffic;

(iii) and any use of the Giraffic Site or Giraffic Technology that Giraffic finds, in its sole discretion, to use Giraffic Technology with the effect of competing with or displacing the market for Giraffic or Giraffic Service.

e) If you use the Giraffic Software (“Giraffic Software”), you agree that it may automatically download and install updates from time to time from Giraffic. These updates are designed to improve, enhance and further develop the Giraffic Software and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Giraffic to deliver these to you) as part of your use of the Giraffic Software.

f) You represent and warrant that Your Video or any other information or material You submit or make available to others during Your participation, and Giraffic’s use thereof pursuant to this Agreement, (i) do not and will not, directly or indirectly, violate, infringe or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; (ii) are not fraudulent, misleading, hateful, tortuous, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or obscene; (iii) do not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, or otherwise interfere with another party’s use of the Giraffic Site or use of the Giraffic Technology; (iv) do not promote illegal or harmful activities or substances (including without limitation activities that promote or provide instructional information about activities such as making or buying illegal weapons or substances); (v) are not illegal, unlawful or contrary to the laws or regulations in any state or country where, as applicable, Your Video Content; (vii) do not contain any computer programming routines or viruses (including without limitation time bombs, Trojan Horses, worms, Easter Eggs, drop dead devices or cancelbots) that are intended to damage, interfere with, intercept or expropriate any system data or personal information, permit unauthorized access to or Participation in the Giraffic Site or disable, damage or erase any portion of the Video Content processed or stored therein; or (vii) do not constitute unsolicited bulk email, junk mail, spam or chain letters.

g) Giraffic reserves the right to discontinue any aspect of the Giraffic Site at any time.

6.5)  In addition to the general restrictions above, the following restrictions and conditions apply specifically to your use of content on the Giraffic Site:

a)The content on the Giraffic Site, except all Video Content, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (“Content”) and the trademarks, service marks and logos contained therein (“Marks”), are owned by or licensed to Giraffic, subject to copyright and other intellectual property rights under the law. Content on the Giraffic Site is provided to you AS IS for your information and personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Giraffic reserves all rights not expressly granted in and to the Giraffic Site and the Content.

b)You may access User Submissions solely: (i) for your own testing, demonstration and/or commercial use; and (ii) as intended through the normal functionality of the Giraffic Site.

c)You agree to not engage in the use, copying, or distribution of any of the content of the Giraffic Site, including the Video Content (the “Content”), other than expressly permitted herein, including any use, copying, or distribution of Content of third parties obtained through the Giraffic Site for any commercial purposes.

d)You agree not to circumvent, disable or otherwise interfere with security-related features of the Giraffic Site or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Giraffic Site or the Content therein.

e)Your Participation is at Your own risk. Although the Giraffic Site enables Users to upload, test and demonstrate Video Content distribution, Giraffic has no responsibility to control of monitor any information or exchanges between or among users. Giraffic does not control the Video Content made available through the Giraffic Site. Some people may find Video Content objectionable, inappropriate or offensive. Giraffic does not control or guarantee, nor is Giraffic responsible for, the truth, accuracy, ownership, completeness, integrity, safety, timeliness, quality, appropriateness, legality or applicability of any Video Content. Giraffic assumes no responsibility for monitoring any Video Content or conduct during Participation. If Giraffic chooses, at any time in its sole discretion, to monitor (in whole or in part) Video Content during Participation, Giraffic nonetheless assumes no responsibility for Video Content, no obligation to modify or remove any Video Content and no responsibility for conduct during Participation. You agree that Giraffic has no responsibility or liability for the deletion or failure to store, maintain or transmit any Video Content. Youfurther agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Giraffic with respect thereto, and agree to indemnify and hold Giraffic, its owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.

7) Amendments and Modifications to Agreement

7.1)  Giraffic, at any time and from time to time, may modify this Agreement and the Policies, or may modify, suspend or discontinue, temporarily or permanently, the Giraffic Site (or any parts thereof). Modifications to this Agreement and Policies will be posted on the Giraffic Site or made in compliance with any notice requirements set forth in this Agreement. Modifications to the Giraffic Site will be effective upon posting to the Giraffic Site.

7.2)  You agree that Giraffic shall not be liable to You or to any third party for any modification, suspension or discontinuance of this Agreement, the Policies or the Giraffic Site. By continuing to participate after Giraffic has posted any such modifications or provided any required notices, You agree to be bound by the modifications. Please review this Agreement and the Policies regularly so that You will be apprised of any modifications. If any modification is not acceptable to You, Your only recourse is to cease participation

8) Payment Terms

8.1)  The Giraffic Service may be provided to You without charge up to a certain quota or threshold, and may be charged by Giraffic at the rates agreed with You.

8.2)  Online Billing. Giraffic will issue an electronic bill to You for all charges accrued above the free quota/threshold (“Excess Charges”), as agreed with You. Charges are solely based on Giraffic’s measurements of Customer’s use of the Giraffic Service and may include set up fees and monthly fees. You shall be responsible for all Excess Charges and shall pay all Excess Charges in U.S. Dollars or in such other currency as agreed to in writing by the parties. You shall pay all Excess Charges in accordance with the payment terms agreed in writing by the parties.

8.3)  Delinquent Payments. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Giraffic reserves the right to suspend your account for any late payments.

8.4)  Taxes. You are responsible for any taxes, and You will pay Giraffic the Excess Charges without any reduction for taxes.  If Giraffic is obligated to collect or pay taxes, the taxes will be invoiced to You, unless You provide Giraffic with a valid tax exemption certificate authorized by the appropriate taxing authority.  If You are required by law to withhold any taxes from your payments to Giraffic, You must provide Giraffic with an official tax receipt or other appropriate documentation to support such payments.

8.5)  Invoice Disputes & Refunds. To the fullest extent permitted by law, You hereby waive all claims relating to Excess Charges unless claimed within sixty days after the charge (this does not affect Your rights with Your credit card issuer). Refunds (if any) are at the discretion of Giraffic and will only be in the form of credit for the Giraffic Service. Nothing in this Agreement obligates Giraffic to extend credit to any party.

9) Privacy

As a condition to using the Giraffic Site, you agree to the terms of the Giraffic’s Privacy Policy as it may be updated from time to time. You acknowledge and agree that the technical processing and transmission of the Giraffic Site, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You further acknowledge and agree that other data collected and maintained by Giraffic with regard to its users may be disclosed in accordance with Giraffic Privacy Policy. You understand that when You view or interact with Giraffic Site, Giraffic may collect (and You may provide to Giraffic) information that is specific to how You access and use the Internet as well as how You view and/or interact with Giraffic Site. Such information may include, but is not limited to, an IP address, the website a user is logged onto, the geographic location of the IP address the user is using to access the Internet, the type of browser used, which and how many web pages have been viewed by the user, referring/exit pages, platform type and date/time information. This information is anonymous and does not personally identify a user. Giraffic uses Access Information for the purpose of monitoring delivery and distribution of the Video Content, improving the Giraffic Site and measuring their effectiveness with users. Access Information may be shared with Giraffic’s third party services providers, affiliates, business partners, employees, customers and distribution partners.

10) Proprietary Rights & Licenses

10.1)    Giraffic’s Ownership Rights. Giraffic and its licensors own all right, title and interest, including without limitation all worldwide intellectual property rights in the Giraffic Site, and all such rights to all derivative works or enhancements of, in and to, or relating to, the Giraffic Site. By entering into this Agreement or by Your participation, You will not acquire any intellectual property or similar rights in the Giraffic Site, the Giraffic Technology or related products and services. You agree You will not (i) remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Giraffic Site and/or Giraffic Technology or related products and services; or (ii) use Giraffic’s name, logo, trademark, trade names or service marks except as expressly permitted in this Agreement without Giraffic’s prior written consent.

10.2)    Your Ownership Rights. Subject to the licenses You are granting in this Agreement, You retain all right, title and interest, including without limitation all worldwide intellectual property rights, in and to Your Video Content that is uploaded, submitted, posted or displayed by You on or through the Giraffic Site. Giraffic shall not acquire any right, title or interest in or to such Video Content, except as provided herein. Any rights not granted by You herein are deemed retained by You. As more fully described in Section ‎11)(“Term and Termination”), You have the right to terminate this Agreement and revoke certain licenses You are granting in this Agreement, with respect to all Video Content You provide or with respect to particular works You provide. If You choose to revoke any of Your revocable licenses, Giraffic will use commercially reasonable efforts to remove Your Video Content from the Giraffic Site reasonably promptly upon receipt of Your notice of revocation. You acknowledge that You are aware that Giraffic has limited practical ability to control or monitor possible infringement of Your intellectual property rights by other parties and that Giraffic assumes no responsibility for controlling or monitoring such intellectual property rights. In addition, Giraffic is not responsible for enforcing Your intellectual property or for suing or taking other legal action against infringers or against third parties. You or a third party licensor, as appropriate, are responsible for protecting Your intellectual property rights. Giraffic may, at its discretion, choose to assist You in connection with protecting or enforcing Your intellectual property rights in a particular instance; in such event, this does not mean that Giraffic has an obligation to do so in any other instance and this does not mean that Giraffic has an obligation to effectively protect or enforce Your intellectual property rights.

10.3)    Giraffic’s Trademark License to You. During the term of this Agreement, and subject to Your compliance with the terms and conditions of this Agreement, You will have the right to use the trade names, trademarks, logos and designations in or associated with the Giraffic Site (the “Giraffic Marks”) solely for purposes of identifying Giraffic and solely in connection with Your permitted activities under this Agreement. You agree that the Giraffic Marks and all associated goodwill are and will remain the sole property of Giraffic, that any goodwill generated as a result of Your licensed use of Giraffic Marks belongs exclusively to Giraffic and inures solely to the benefit of Giraffic, and that Your use of Giraffic Marks is subject to Giraffic’s control of the quality of any products or services with respect to which You may be authorized to use Giraffic Marks.

11) Copyright Infringement

You will not use the Giraffic Site or Giraffic Service for any purpose or in any manner that infringes the copyrights of any third party, nor will You upload, email, post, publish, distribute, transmit, submit or otherwise make available through the Giraffic Site or Giraffic Technology any content, that infringes the copyrighted works or violates the intellectual property rights of any third party.

12) Term and Termination

12.1)    Termination. Giraffic may immediately terminate this Agreement, or cancel the Giraffic Site and underlying services, for any reason at any time. You may terminate this Agreement at any time by disabling Your Account or providing notice to Giraffic as set forth in Section ‎18)

12.2)    Effect of Termination. General.Upon termination or expiration of this Agreement, Your right to use the Giraffic Site will automatically terminate. In the event of termination, Your Account will be disabled and You may not be granted access to Your Account or any files or other content contained in Your Account although residual copies of information may remain in the Giraffic Site system. Upon termination: (i) all licenses granted to You hereunder will immediately terminate; (ii) You will promptly destroy all copies of Giraffic content in Your possession or control. Upon termination, Giraffic may continue to use any user analytics collected hereunder for solely internal (including archival) purposes, and all related licenses You have granted Giraffic shall remain in effect for this purpose only. In the event that this Agreement or the Giraffic Site expires or is terminated, Giraffic shall not be obligated to return any materials to You.

12.3)    Survival. The rights and obligations contained in Sections ‎9.1), ‎9.2), ‎11.2), ‎11.3), ‎13), ‎17), ‎18) and ‎19) of this Agreement will survive termination or expiration of this Agreement for any reason.

13) Confidentiality

You agree not to disclose Giraffic Confidential Information without Giraffic’s prior written consent. “Giraffic Confidential Information” includes without limitation: (a) all Giraffic software, technology, programming, specifications, materials, guidelines and documentation relating to the Giraffic Service; (b) click rates or other statistics relating to site performance provided by Giraffic; and (c) any other information designated in writing by Giraffic as “Confidential” or an equivalent designation. Giraffic Confidential Information does not include information that has become publicly known through no breach by You or Giraffic, or information that has been (i) independently developed without access to Giraffic Confidential Information, as evidenced in writing; (ii) rightfully received by You from a third party; or (iii) required to be disclosed by law or by a governmental authority.

14) No Guarantee

As set forth above, the Giraffic Site is made available for testing and demonstration purposes. Giraffic makes no guarantee regarding: (i)the availability, operation, maintenance, timing or delivery of the Giraffic Site (or any portion thereof); (ii) that participation will be successful; or (iii) that Video Content will be distributed, tested and demonstrated successfully.

15)No Warranty. GIRAFFIC MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE GIRAFFIC TECHNOLOGY, GIRAFFIC SITE, LINKS, SEARCH, REFERRALS, AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE. TO THE EXTENT VIDEO CONTENT, LINKS, AND SEARCH RESULTS ARE BASED ON NON-GIRAFFIC CONTENT, GIRAFFIC SHALL NOT HAVE ANY LIABILITY IN CONNECTION WITH THE DISPLAY OF SUCH VIDEO CONTENT, LINKS, AND SEARCH RESULTS.

Giraffic disclaims any warranties: (i) regarding the security, accuracy, reliability, timeliness and performance of the Giraffic Site or Technology; (ii) regarding the goods, services, advise, information or links provided by any third party services providers or Users; (iii) that the Giraffic Site will meet Your requirements; or (iv) that the Giraffic Site and Technology will be error-free or that any errors will be corrected. No advice or information, whether oral or written, obtained by You from Giraffic or from Your participation, shall create any warranty not expressly stated in this Agreement. Giraffic assumes no responsibility for: (i) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication; and (ii) any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Giraffic Site, including any injury or damage to You or to any person’s computer related to or resulting from participation. Under no circumstances shall Giraffic be responsible for any loss or damage, including personal injury or death, resulting from participation, from any Video Content posted on or through the Giraffic SIte, or from the conduct of any users of the Giraffic Site, whether online or offline.

16)Limitations of Liability; Force Majeure. EXCEPT FOR ANY INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS HEREUNDER OR YOUR BREACH OF ANY INTELLECTUAL PROPERTY RIGHTS AND/OR PROPRIETARY INTERESTS RELATING TO THE PROGRAM, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) GIRAFFIC’S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM IS LIMITED TO THE AMOUNT OF TEN DOLLARS (10$) Each party acknowledges that the other party has entered into this Agreement relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the parties. Without limiting the foregoing neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

17) Indemnification

You agree to defend, indemnify, and hold harmless Giraffic, its members, officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Giraffic Site; (ii) your violation of any term of this Agreement; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; (iv) Your gross negligence or willful misconduct; (v) Your Video Content or any other information or material You submit during participation; (vi) Your conduct, including Your use of Giraffic Site or any other actions related to Your participation; (vii) any actual violation or breach of this Agreement, or allegation of such violation or breach by a third party, including breach of any representation made by You hereunder; or (viii) the alleged or actual violation or infringement of any intellectual property, privacy, publicity, confidentiality or proprietary rights of any third-party as a result of any action or Participation by You (collectively, the “Claims”). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the Giraffic (and/or any of its related persons and entities). Giraffic shall have the right, in its sole discretion, to select its own legal counsel to defend Giraffic from any Claims (but by doing so shall not excuse Your indemnity obligations) and You shall be solely responsible for the payment of all Giraffic’s reasonable attorneys’ fees incurred in connection therewith. You shall notify Giraffic immediately if You become aware of any actual or potential claims, suits, actions, allegations or charges that could affect Your or Giraffic’s ability to fully perform their respective duties or to exercise its rights under this Agreement. You shall not, without the prior written approval of Giraffic, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against You, if such settlement or resolution results in any obligation or liability for Giraffic. This defense and indemnification obligation will survive this Agreement and your use of the Giraffic Site.

18) Choice of Law and Jurisdiction

Unless expressly stated to the contrary elsewhere within the Giraffic Site, all legal issues arising from or related to the use of the Giraffic Site shall be construed in accordance with, and all questions with respect thereto shall be determined by, the laws of the United Kingdomapplicable to contracts entered into and wholly to be performed within said state. Any claim or dispute between you and Giraffic that arises in whole or in part from the Giraffic Site shall be decided exclusively by a court of competent jurisdiction located in United Kingdom.

19) Notifications

Giraffic may provide notices to You by email to the email address specified in Your Account, by posting a message to Your Account interface or by posting a message to the Giraffic Site, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for messages to Your Account interface or on the Giraffic Site). Any notices to Giraffic must be sent to:info@giraffic.com.

20) General

20.1)    Assignment. You may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of Giraffic. Any attempted assignment in violation of this Section will be null and void and of no force or effect. Giraffic may assign this Agreement freely at any time without notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.

20.2)    Waiver; Severability. The failure to require performance of any provision shall not affect Giraffic’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties’ intention and only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement will remain in full force and effect.

20.3)    This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. Any modifications to this Agreement must be made in a writing executed by both parties, by Your online acceptance of updated terms, or after Your continued participation in the Giraffic Site after such terms have been updated by Giraffic. The failure to require performance of any provision shall not affect a party’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties’ intention, and the remaining provisions of this Agreement will remain in full force and effect. You may not resell, assign, or transfer any of Your rights hereunder. Any such attempt may result in termination of this Agreement, without liability to Giraffic. Notwithstanding the foregoing, Giraffic may assign this Agreement to any affiliate at any time without notice. The relationship between Giraffic and You is not one of a legal partnership relationship.