Introduction

iVideoSmart Pte Ltd and its affiliates (hereafter referred to as “IVS“, “we“, “us“, or “our“) welcome you to www.ivideoexchange.com, and any other websites, online locations and mobile applications (collectively, the “Site“), through which IVS provides an online marketplace for film, TV and digital media rights licensing and other services to users (collectively, the “Services“).

By using the Site, you acknowledge that you have read and agree to these Terms of Service (“Terms“) and the Privacy Policy and agree that these Terms will bind you and will apply whenever you access or use the Site or the Services, whether or not you become a registered user of the Services. These Terms will also apply to your use of the tools we make available to interact with the Site and the Services. You acknowledge and agree that these Terms form an agreement that is as effective as if you had signed it. If at any time you do not agree to these Terms, please do not access, use or browse the Site or any of its content.

YOUR ACCESS TO AND USE OF THE SITE AND ITS CONTENT IS SUBJECT TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THESE TERMS AND IVS’S PRIVACY POLICY AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO THESE TERMS, YOUR PERMISSION TO ACCESS OR USE THE SITE IS AUTOMATICALLY AND IMMEDIATELY REVOKED.

IVS may in its discretion revise or update these Terms from time to time. You should check the Terms regularly for updates. You can determine when the Terms were last revised by referring to the “Last modified” legend at the top of this page. Any material changes in these Terms take effect upon the Last modified date, unless we provide notice or have other communications with you. Each time you access, use or browse the Site, you signify your acceptance of the then-current Terms.

If you accept or agree to these Terms on behalf of a company, legal entity, association, partnership or other entity (“Company“), you represent and warrant that you have the authority to bind that Company to these Terms and, in such event, “you“, “your” or “user” will refer and apply to that Company. Even if you are using the Site or the Services on behalf of a Company, you agree that you, as an individual, are bound by these Terms and the Privacy Policy.

These Terms and the Privacy Policy constitute the entire and exclusive understanding and agreement between IVS and you regarding the Site and the Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between IVS and you.

You may not assign or transfer your rights or obligations under these Terms, by operation of law or otherwise, without IVS’s prior written consent. Any attempt by you to assign or transfer your rights or obligations under these Terms, without such consent, will be null and void and of no effect. IVS may assign or transfer its rights and obligations under these Terms, or any portion thereof, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. There are no third party beneficiaries to these Terms and the Privacy Policy.  A person who is not a party to these Terms shall have no rights under the Contracts (Rights of Third Parties) Act of Singapore to enforce any provision of these Terms.

Certain areas of the Site (and your access to or use of certain aspects or portions of the Services) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions (“Additional Terms“). If there is a conflict between the terms and conditions of these Terms and terms and conditions of any Additional Terms, the terms and conditions of the Additional Terms will take precedence with respect to your use of or access to that area of the Site or the Services.

If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. IVS’s failure to enforce any right or provisions in these Terms will not constitute a waiver of such or any other provision. Headings are for reference only and in no way define, limit, construe or describe the scope or extent of such section.

IVS shall not be liable or responsible for any delay or failure to perform resulting from causes outside its reasonable control or unforeseen circumstances such as acts of nature or God, fire, flood, earthquake, accidents, strikes, war, terrorism, governmental act, failure of or interruption in common carriers (including without limitation Internet service providers and web hosting providers) or utilities, or shortages of transportation facilities, fuel, energy, labor or materials.

No joint venture, employment, or agency relationship exists between you and IVS as a result of agreeing to the Terms or using the Services.

Account/personal information

To use all features of the Site and the Services you may be required to register for an account (“Account“). To do so, you may be asked to confirm your consent to these Terms and the Privacy Policy, and to enter certain information, such as your first and last name, job title, role, country, and email address, among other things (“Account Information“). In addition to Account Information that is required to create an Account, you may also have the option to include additional information as part of your Account Information at your discretion. You may be asked to create a password and user name, and to provide other information to protect the security of your account (“Account Details“). Do not reveal your Account Details to anyone else. You are solely responsible for maintaining your Account Details and the confidentiality and security of your Account and for all activities that occur on or through your Account, including, without limitation, those related to data privacy, domestic and international communications and the transmission of technical or personal data. You agree to immediately notify IVS of any security breach of your Account. IVS shall not be responsible for any losses arising out of the unauthorized use of your Account. IVS is authorized to act on instructions received through use of your Account, and is not liable for any loss or damage arising from your failure to comply with this Section. You represent that all information you provide in connection with your account is truthful and accurate.

When you associate with a Company through your Account, you represent that you currently work for or are associated with such Company in the manner in which you indicate and that you have the authority from that Company to identify yourself as working for or otherwise associated with the Company in the manner in which you do. Certain users of the Site or the Services (“users“) will become administrators with the rights to create and/or modify company profiles on the Site (each a “Company Profile“) and to accept or reject other users from associating with the Company through their Account (“Company Administrator“). Company Administrators also agree to contact IVS to withdraw a Member’s affiliation with a Company if the Member is no longer working for or associated with such Company. If a Company Administrator is no longer working for or associated with the relevant Company for which he or she is an administrator for, such user agrees to promptly notify IVS of same. IVS reserves all rights to designate, remove and/or add Company Administrators. Each Company Administrator represents that it has the authority to act as an administrator for such company and to act on behalf of the company and to undertake the responsibilities of Company Administrator specified in these Terms.

Each user registered for an Account (“Member“) shall: (i) preserve and maintain his/her password confidential and secret by taking preventive actions such as logging out of his/her Account after using any of the Services; (ii) notify IVS immediately of any unauthorized use of any password or Account or any other known or suspected breach of security related to the Site or the Services; (iii) report to IVS immediately and use reasonable efforts to stop immediately any use, copying, or distribution of Site content or the Services in violation of these Terms that is known or suspected by you; (iv) authorize any other individual to use or access his/her Account; and (v) not impersonate another IVS user or provide false identity information to gain access to or use the Site and the Services.

If you lose or forget the password to access your Account, please follow the instructions on the Site to obtain a new password.

Unless you are the Company Administrator, the association of your Account with a Company will require the prior consent of the Company Administrator. Each Account may only be associated with one email address and one Company. You may only have multiple accounts associated with more than one Company, if you provide separate email addresses and receive the required permission(s) from the relevant Company Administrators.

Each Company represents that: (i) any user that is acting on its behalf, including, without limitation, who enters into any agreements for Services in exchange for subscription or other fees, has the legal capacity to have the Company bound by these Terms; (ii) the Company Administrator, has the required permission from the Company to act as the Company Administrator and to undertake the responsibilities of Company Administrator specified in these Terms; (iii) the data provided by users claiming an association to the Company is accurate, complete and up to date; (iv) the information included in the Company Profile is truthful and accurate; and (v) the Company’s employees and other users under its control shall comply with these Terms. It is the Company’s responsibility to accurately manage the Member affiliations to their Company and to cause the Company Administrator to perform its obligations pursuant to these Terms.

IVS may at its discretion vet certain Members and Companies to ensure the accuracy of Company Profile information and Account Information. Should you be selected to be vetted, you expressly agree that IVS has the right, but not the obligation, to undertake all legal measures to ensure the accuracy of Company Profile information or your Account information, including, without limitation, to conduct internet searches, utilize internet databases and third party vendors, and contact the Company with which you claim affiliation.

You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of and right to use all Account Information if you are an individual, and Company Profile information, if you are a Company or a Company Administrator.

Privacy

Our Privacy Policy is a part of the Terms and its terms are incorporated herein by this reference. If you do not agree with the Privacy Policy, you are not authorized to use the Site.

Whenever you disclose any personal data to IVS, you (or, where applicable, the Company you are acting on behalf of) are (or is) representing and warranting that (a) the relevant individuals have expressly consented to the collection, use, disclosure, storage, processing and transmission of their personal data by IVS in accordance with the Privacy Policy; and (b) all necessary consents and approvals of the relevant individuals as required under applicable laws (including, but not limited to, the Personal Data Protection Act 2012 of Singapore and the General Data Protection Regulations of the European Union) have been obtained, such that IVS may collect, use, disclose, store, process and transmit the personal data of such individuals for the purposes of performing IVS’ obligations under these Terms.

If you are an individual, you consent to the collection, use, disclosure, storage, processing and transmission of your personal data (as disclosed by you to IVS) in accordance with the Privacy Policy.

Conditions of Use

You understand and agree that you are solely responsible for compliance with any and all laws, regulations, rules, codes, or orders of court, administrative agency or other governmental body (collectively, “Law“) that may apply to your use of the Site, its content, and the Services.

You also agree that you must (and, where you are a Company, must ensure that users associated with your Company must) only use the Site, its content and the Services in full compliance with IVS’ acceptable use policy (“Acceptable Use Policy”), which can be found www.ivideosmart.com/aup.  A breach of the Acceptable Use Policy shall constitute a material breach of these Terms.  Additionally, IVS reserves the right to determine what types of conduct it considers to be inappropriate use of the Site, its content, or the Services. In the case of inappropriate use, IVS may take such measures as it determines in its sole discretion.

If you suspect the existence on the Site or through the Services of any content that violates any part of these Terms or if you access any other illicit or harmful content on the Site or through the Services, please notify us immediately by sending an e-mail to support@ivideosmart.com.

IVS will have the right to investigate and prosecute violations of any of the above or any other provisions of these Terms to the fullest extent of the Law. IVS may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that IVS has no obligation to monitor your access to or use of the Site, the Services or User Content or to review or edit any User Content, but has the right to do so for any purpose, including, without limitation, operating the Site and the Services, to ensure your compliance with these Terms, or to comply with applicable Law. IVS reserves the right, at any time and without prior notice, to remove or disable access to any User Content that IVS, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site or the Services.

All rights not expressly granted by IVS are hereby reserved.

a. Links to third party sites

IVS is not responsible for the content of third-party websites that you reach through links on the Site, sites framed within the Site, or third-party advertisements on the Site. You acknowledge and agree that IVS is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by IVS of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.

Your use of third-party websites is at your own risk and subject to the terms and conditions of use for such sites. Any transaction that you conduct at a third-party website will be between you and the party providing that website. This means that IVS is not your agent and is not a party to any transaction at a third-party website. We encourage you to review all the terms, rules and policies of each third-party website that you visit.

You commit not to create hyperlinks to illicit or harmful links vis-à-vis IVS or other users. You also commit to obtain any and all necessary authorizations from third parties in order to create any hyperlinks.

Subscription & Service Fees

IVS offers a range of Services. Access to certain Services will require users to purchase a subscription or to pay other fees, contact support@ivideosmart.com for more details.

Services and content availability on the Site may be subject to usage limits.

You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. All payment obligations are non-cancellable and all amounts paid are non-refundable. Payments not received within thirty (30) days of the due date as detailed at the time you place your order may result in: (a) discontinuation of certain Services, or any part thereof; (b) the discontinuance, suspension, deletion or termination of your Account; (c) the levying of a late interest of 6% per annum on the amounts late or delinquent until the date payment is received in full by IVS; and/or (d) other action determined in IVS’s sole discretion.

You shall not circumvent or manipulate our fee structure, the billing process, or fees owed to IVS or use the Site or the Services to complete a transaction independent of the Site or the Services, or otherwise circumvent the obligation to pay any fees related to IVS’s provision of the Services. To the extent that you violate the terms contained in the immediately preceding sentence, you expressly agree that you will still be liable to IVS for all amounts that would have been due and payable to IVS had you not violated the terms contained in the immediately preceding sentence.

All amounts payable to IVS must be calculated and paid in full (a) free from any restriction or condition; (b) free and clear of and (to the extent required by applicable law) without any deduction or withholding on account of any taxes and duties (including, without limitation, any goods and services, value added, withholding and other tax); and (c) without any set off or counterclaim.

You understand and agree that you are solely responsible for determining your applicable tax reporting requirements in consultation with your tax advisors. IVS cannot and does not offer tax-related advice to any user of the Site and Services, including, without limitation, Members.

Content

As stated above, IVS makes available a platform or marketplace with related technology for content sellers and buyers to meet online and search, screen, promote and license distribution rights for feature film, episodic or other TV programming and short-form or other audiovisual content (“Titles“).

As part of the regular use of the Site and the Services, sellers will upload Titles for secure private screening by buyers and other Members for which access to such Titles is granted by the sellers.  Any Title that you acquire or monetise via the Site and the Services shall be governed by the Standard Licence Agreement (“Standard Licence Agreement”).  However, if you and the relevant buyer or seller (as the case may be) (the “Provider”) enters into a separate licence agreement (as approved by IVS in writing) (“Custom Licence Agreement”) through the Site and the Services which overrides the Standard Licence Agreement, then the Custom Licence Agreement will supersede the Standard Licence Agreement.  The Provider is solely responsible for all content, representations, warranties, covenants and claims which you may have in relation to the Titles.  You agree that IVS is a third party beneficiary of the Standard Licence Agreement or the Custom Licence Agreement applicable to each Title and may enforce any provision of such agreement.

You agree that any submission by you of any video, image, text, audio recording or other work, including, without limitation, any Title, and that your promotion, screening or offers of licensing rights for on or through the Site (collectively, “User Content”) must comply with the Acceptable Use Policy and must not:

• Violate any Law or infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral right or other intellectual property right, contractual right, or right of publicity or privacy; or
• Contain pornography; or
• Exploit minors.

In addition, with the exception of Titles or other content available on the Site solely through a screening, all User Content, including, without limitation, any descriptions of content, images, text, messages sent through the Site or the Services, and any other User Content that is publicly available on the Site to registered users without a screening such as publicly available trailers, must comply with the Acceptable Use Policy and must not:

• Be illicit, inaccurate, threatening, defamatory, abusive, harassing, libellous, obscene, hateful, discriminatory or mislead as to its authorship or origin;
• Encourage conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any Law; or
• Contain sexually explicit material.

For all User Content that you submit, you represent and warrant that: (i) you have the right to submit the content and hold all the rights (including but not limited to intellectual property rights, licenses, releases and consents) necessary for publication of any User Content you submit and that you have the right to grant any licenses and rights that you authorize with respect to same pursuant to these Terms or otherwise in connection with you use of the Services; (ii) IVS will not need to obtain licenses, releases or consents from any third party or pay royalties to any third party; (iii) the content does not infringe any third party’s rights, including, without limitation, intellectual property rights, contractual rights and rights of publicity or privacy; and (iv) the content complies with these Terms and all applicable Laws.

It is expressly specified that IVS shall not be held liable in case of copyright infringement by a third party (e.g. by streaming, downloading, or more generally exploiting without authorization) in relation to any User Content.

IVS does not control the content or submitting of any User Content and each user is responsible for all aspects of User Content it submits. Therefore, IVS does not warrant the absence of illicit content on the Site.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, aggregate, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit any other user’s User Content without obtaining such users express written consent and providing IVS with any payment due in connection with same. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by IVS or its licensors, except for the licenses and rights expressly granted in these Terms and acquired in connection with the Services.

With the exception of any Titles, which are only available for viewing via the Site through a screening, by submitting User Content to the Site, including, without limitation, logos, company profiles, contact details of company staff, text, synopsis, recommended features films, graphics, actors’ photographs, visuals, signs, images, sound, and trailers, you grant IVS and its licensees, assignees and designees an irrevocable, assignable, transferable, fully sub-licensable, perpetual, world-wide, royalty-free, fully paid-up, non-exclusive license, in their sole discretion, to use, distribute, reproduce, modify, combine, adapt, publish, translate, rent, lease, sell, publicly perform, publicly display and create derivative works of such User Content (in whole or in part), along with your name or any part thereof, your city/town/village of residency, and other information from your user profile, in IVS’s sole discretion, on the Site or elsewhere, and to use or incorporate all or any part of your User Content, with the exception of any Title, into other advertising, promotion, marketing, review, recommendation, research, analysis or other materials in any format or medium now known or later developed. You hereby waive any right to inspect such use and waive, release, and hold IVS and the other Indemnified Parties (as defined below) harmless against any and all claims based on privacy, publicity, defamation, misappropriation, intellectual property or similar claims for any use of such User Content.

By offering rights to a Title for license on the Site, you grant IVS and its licensees, assignees and designees a revocable, assignable, transferable, fully sub-licensable, world-wide, royalty-free, fully paid-up, non-exclusive license, in their sole discretion, to host, transmit, display and use the Title for the purposes for which it was submitted and as otherwise necessary and desirable for the provision of the Services for so long as rights to such Title is offered by you through the Services. You hereby waive any right to inspect such use and waive, release, and hold IVS and the other Indemnified Parties harmless against any and all claims based on privacy, publicity, defamation, misappropriation, intellectual property or similar claims for any use of such User Content.

IVS does not claim any ownership rights in any such User Content.

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and the Services (“Feedback“). You may submit Feedback by emailing us at admin@ivideosmart.com. You acknowledge and agree that all Feedback will be the sole and exclusive property of IVS and you hereby irrevocably assign to IVS and agree to irrevocably assign to IVS all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein.

If you believe that your work has been copied in a way that constitutes copyright infringement or that your intellectual property rights have been otherwise violated, please contact us at admin@ivideosmart.com.

Monetisation of Properties

a. Inclusion of Properties

You may from time to time be able to submit requests to IVS for advertisements (“Ads”) and/or Titles to be served on your websites, mobile applications and/or other platforms or properties owned, managed and/or operated by you (collectively, the “Properties”).  If IVS accepts your request, you agree that (a) IVS may serve Ads and/or Titles to the Properties, in such form and manner with such availability as may be determined by IVS from time to time in its sole discretion; and (b) you must integrate your Properties with IVS’ Ads network in accordance with IVS’ directions, instructions and specifications.  All Ads and/or Titles served on the Properties shall at all times be subject to IVS having the sufficient rights and clearances to such Ads and/or Titles.

b. IVS Ads Inventory

The Ads served on the Properties shall (subject to availability) be filled from IVS’ Ads inventory (which may contain Ads acquired or resold from third parties) and IVS shall have sole discretion in determining the relevancy or suitability of any Ads.  IVS makes no representation, warranty, undertaking or guarantee as to the availability, relevancy or suitability of any Ads from its Ads inventory.

c. Your Ads Inventory

You may (at IVS’ sole discretion) be entitled to submit to IVS your own Ads to be included in IVS’ Ads inventory for distribution and sale on IVS’ network of Properties (which may include your Properties and the Properties of other third parties) (“IVS Network”).  All Ads submitted by you is subject to IVS’ approval and must be in the form of an insertion order prescribed by IVS.

You represent, warrant and undertake to IVS that all Ads you submit to IVS will comply in all respects with the Acceptable Use Policy and other guidelines and instructions of IVS (as may be given and/or varied by IVS from time to time in its sole discretion) and will under no circumstances infringe upon the rights of any third party (including, without limitation, any intellectual property rights).

IVS makes no representation, warranty, undertaking or guarantee that your Ads or any part thereof (as submitted to IVS) will be placed in or made available through any part of the IVS Network and/or will appear in a particular position or rank.

d. Measurements

Measurements of the performance of the Ads and content views served to the Properties shall be performed solely by IVS, using such methodologies as IVS may from time to time determine in its sole discretion.  IVS shall have the sole discretion to adjust any measurements made (including, but not limited to, any measurements made on the performance of the Ads and the content views) to account for any Prohibited Activities (as defined below) or for any errors in measurements, and you shall not be entitled to any payments for any Prohibited Activities (as defined below) or erroneous measurements.

“Prohibited Activities” means the prohibited activities determined by IVS in its sole discretion, and shall include (but is not limited to) (i) any means to artificially increase the number of impressions or clicks; (ii) spam, invalid queries, invalid impressions or invalid clicks on Ads generated by any person, bot, automated program or similar device; (iii) clicks solicited or impressions generated by payment of money, false representation, or requests for end users to click on Ads or take other actions; (iv) Ads served to end users whose browsers have JavaScript disabled; and (v) clicks or impressions co-mingled with a significant amount of the activity described as aforesaid.

e. Ad Data

You grant to IVS a perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up right to use all data generated by, or collected by or on behalf of, IVS from you relating to the display, delivery and performance of the Titles and/or Ads on the Properties (including, but not limited to, personal data and/or non-personally identifiable data collected by IVS; any data relating to impressions, click-through rates and conversions, and any other data independently derived by IVS) (“Ad Data”).  IVS and any third party it approves may collect Ad Data from the Properties and use the Ad Data for any reason and purpose.  Where the Ad Data collected by Ad Data contains personal data, it will be processed in accordance with the Privacy Policy.  For the avoidance of doubt, you shall have no right, title or interest in any Ad Data.  IVS’ right to use the Ad Data shall survive and continue in full force and effect notwithstanding the termination or expiration of these Terms.

You agree that third parties may directly or indirectly collect the Ad Data and use the Ad Data to display Ads tailored to any of your end users.

Proprietary Rights of IVS

You acknowledge and agree that, as between IVS and you, all right, title and interest in and to the Services, the Site and content on the Site, with the exception of the User Content which is subject to the license provisions previously specified, including without limitation any patents, copyrights, trademarks, trade secrets, inventions, know how, or any other intellectual property rights, are owned exclusively by IVS or its licensors, are valid and enforceable, and are protected by intellectual property laws and other applicable laws. You agree that you will not modify, decompile, disassemble, reverse engineer or create derivative works of the Site or any portion thereof.

Copyright: All content on the Site, with the exception of the User Content, such as text, graphics, videos, logos, icons, images, media, data, audio, animation, software and other information and materials (“IVS Content“), is the copyright and property of IVS or its licensors and content suppliers and protected by copyright laws. Permission is granted to electronically copy and print hard copy portions of the Site solely for your own information and personal non-commercial use. Any other use, including without limitation the reproduction, modification, distribution, transmission, publication, display, performance filtering, altering, framing or linking or commercial exploitation of the IVS Content, is strictly prohibited.

Trademarks: The trademarks, service marks, logos, slogans, trade names and trade dress used in the IVS Content is proprietary to IVS or its licensors. Unauthorized use of any trademark of IVS or its licensors may be a violation of applicable trademark laws. Any third party names or trademarks referenced in the Site do not constitute or imply affiliation, endorsement or recommendation by IVS of the third parties, or by the third parties of IVS.

Termination and account cancellation

You may cancel your Account at any time by sending an email to support@ivideosmart.com.

In the event of account cancellation, deletion or termination for any reason, all of your Account Information and User Content may no longer be available. IVS shall not be responsible for the loss of such content. Please note that if your IVS account is cancelled, deleted or terminated, we do not have an obligation to delete, maintain, return or otherwise provide you with any of your Account Information or User Content.

IVS reserves the right to, and you agree that IVS may at any time, in its sole discretion, immediately and without notice, suspend, discontinue, or terminate your Account access to the Site, Services or any part thereof, or to block or remove any User Content, for any reason or no reason, with or without cause, including, without limitation, any breach by you of these Terms or any third-party claim relating to any User Content you submit. You agree that IVS shall not be liable to you or any third party for any such suspension, discontinuance or termination. If we suspend, discontinue or delete your account for any reasons, you may not create another account or re-register for the Services. IVS may block your email address and Internet protocol address to prevent further registration.

Both in the event IVS terminates these Terms, or your access to our Site or Services, or suspends, discontinues, deletes or otherwise terminates your Account or you opt to cancel your Account, you will remain liable for all amounts due hereunder or otherwise due to IVS. If we suspend, discontinue, delete or otherwise terminate your Account due to your breach of the Terms, you will not be refunded any fees you have prepaid relating to the Site or the Services. In no event will suspension, discontinuance, deletion or other termination of your Account relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of same.

Disclaimer of warranties

THE SITE AND ITS CONTENT AND ALL INFORMATION, CONTENT, SERVICES, PRODUCTS AND ACTIVITIES OFFERED, CONTAINED IN OR ADVERTISED ON THE SITE, INCLUDING, WITHOUT LIMITATION, TEXT, VIDEO, GRAPHICS AND LINKS, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IVS AND ITS LICENSORS, LICENSEES, SUPPLIERS, VENDORS, AND THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUBSIDIARIES, SERVICES PROVIDERS, SUCCESSORS, ASSIGNS, AND OTHERS ACTING IN CONCERT WITH ANY OF THE FOREGOING (COLLECTIVELY, “INDEMNIFIED PARTIES“), DISCLAIM ANY AND ALL CONDITIONS, GUARANTIES, REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, SUITABILITY, FREEDOM FROM COMPUTER VIRUS, ACCURACY, RELIABILITY, SAFETY, NON-INTERRUPTION, PERFORMANCE, COURSE OF DEALING OR COURSE OF PERFORMANCE, OR COMPLIANCE WITH APPLICABLE LAW, WITH RESPECT TO THE SITE AND ITS CONTENT AND ALL INFORMATION, CONTENT, SERVICES, PRODUCTS AND ACTIVITIES OFFERED, CONTAINED IN OR ADVERTISED ON THE SITE, INCLUDING, WITHOUT LIMITATION: (A) THE TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES; (B) THE USE OF THE SITE OR THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA: (C) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (D) ANY USER CONTENT, IVS CONTENT OR OTHER CONTENT ON THE SITE OR AVAILABLE THROUGH THE SERVICES WILL BE ACCURATE OR RELIABLE; (E) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (F) ERRORS OR DEFECTS WITH THE SITE OR THE SERVICES WILL BE CORRECTED; (G) THE SITE, THE SERVICES OR THE SERVER(S) THAT MAKE THE SITE AND SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (H) THE SERVICES WILL BE PERMITTED IN YOUR JURISDICTION; OR (I) IVS WILL CONTINUE TO SUPPORT ANY PARTICULAR FEATURE OF THE IVS SERVICES. YOUR USE OF THE SITE, THE SERVICES AND ANY CONTENT PROVIDED THROUGH SAME, IS ENTIRELY AT YOUR OWN RISK. WITHOUT LIMITING THE FOREGOING, YOU ARE RESPONSIBLE FOR TAKING ALL NECESSARY PRECAUTIONS TO ENSURE THAT ANY USER CONTENT THAT YOU SUBMIT OR DOWNLOAD, AND THAT YOUR ACCESS AND USE OF THE SITE AND THE SERVICES, IS FREE OF VIRUSES OR OTHER HARMFUL CODE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IVS AND THE OTHER INDEMNIFIED PARTIES DISCLAIM ANY AND ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR ANY OTHER THEORY ARISING OUT OF OR IN CONNECTION WITH THE SITE OR SERVICES, OR THE USE, INABILITY TO USE OR PERFORMANCE OF, OR THE INFORMATION, CONTENT, PRODUCTS, SERVICES, ACTIVITIES OR MATERIALS AVAILABLE FROM OR THROUGH THE SITE OR THE SERVICES. IN NO EVENT SHALL IVS OR THE OTHER INDEMNIFIED PARTIES BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, INCIDENTAL, EXEMPLARY OR SPECIAL DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR OR RESULTING FROM THE USE OR INABILITY TO USE THE SITE OR THE SERVICES, ANY GOODS OR SERVICES PURCHASED THROUGH THE SITE OR THE SERVICES, OR TRANSACTIONS ENTERED INTO THROUGH THE SITE; ANY LOSS OF, UNAUTHORIZED ACCESS TO, OR ALTERATION OF A USER’S TRANSMISSIONS OR DATA; LOSS OF PROFITS; LOSS OF GOODWILL; BUSINESS INTERRUPTION; COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES; OR LOSS OF OR UNAUTHORIZED ACCESS TO INFORMATION, AND THE LIKE; EVEN IN THE EVENT OF FAULT, TORT, BREACH OF CONTRACT, OR BREACH OF WARRANTY, AND EVEN IF IVS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR THE EXISTENCE OF ANY LIMITED REMEDY.

EACH USER IS RESPONSIBLE FOR THE USER’S HARDWARE, DATA AND SOFTWARE AS WELL AS THE CONNECTION TO THE NETWORK ENABLING THE USER TO HAVE ACCESS TO THE SITE AND THE SERVICES. LIKEWISE, IVS SHALL NOT BE HELD LIABLE FOR POSSIBLE DETERIORATIONS OF THE COMPANY’S EQUIPMENT, SOFTWARE OR DATA DUE TO THE USE OF OUR SERVICES. IVS MAY MAKE CHANGES TO THE SITE, SERVICES OR CONTENT OR FEATURES OF THE SITE AT ANY TIME.

YOU UNDERSTAND AND AGREE THAT IVS IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN YOU AND OTHER USERS. IVS HAS NO CONTROL OVER THE CONDUCT OF USERS OF THE SITE AND THE SERVICES, AND DISCLAIMS ALL LIABILITY IN THIS REGARD. LIKEWISE, IVS DISCLAIMS ANY LIABILITY ASSOCIATED WITH WEBSITES AND RESOURCES OUTSIDE OF THE SITE AND THE SERVICES, EVEN IF LINKED TO FROM THE SITE OR THE SERVICES. IVS EXPRESSLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USER OR OTHER THIRD PARTY.

BY USING THE SITE OR THE SERVICES, YOU AGREE THAT ANY LEGAL REMEDY OR LIABILITY THAT YOU SEEK TO OBTAIN FOR ACTIONS OR OMISSIONS OF OTHER USERS OR OTHER THIRD PARTIES WILL BE LIMITED TO A CLAIM AGAINST THE PARTICULAR USERS OR OTHER THIRD PARTIES WHO CAUSED YOU HARM AND YOU AGREE NOT TO ATTEMPT TO IMPOSE LIABILITY ON, OR SEEK ANY LEGAL REMEDY FROM IVS WITH RESPECT TO SUCH ACTIONS OR OMISSIONS.

YOU ACKNOWLEDGE AND AGREE THAT IVS DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY USER, INCLUDING WITHOUT LIMITATION, ANY [MEMBER]. IVS HAS NO OBLIGATION TO SCREEN OR MONITOR ANY USER CONTENT AND DOES NOT GUARANTEE THAT ANY CONTENT AVAILABLE ON THE IVS SERVICE COMPLIES WITH THESE TERMS OR IS SUITABLE FOR ALL USERS.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO, BUYERS AND SELLERS OF RIGHTS TO THE TITLES. YOU UNDERSTAND THAT IVS DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR THE SERVICES. IVS MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE OR THE SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE OR THE SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR THE SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR THE SERVICES, INCLUDING, BUT NOT LIMITED TO SELLERS AND BUYERS OF RIGHTS TO THE TITLES.

THE LIMITATIONS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THESE TERMS, THE SITE AND THE SERVICES. ABSENT SUCH LIMITATIONS, IVS WOULD NOT PROVIDE YOU WITH THE SITE OR THE SERVICES.

THIS FOREGOING DISCLAIMER SHALL ONLY APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

Indemnity

FAILURE TO USE THE SITE AND SERVICE IN ACCORDANCE WITH THESE TERMS MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES.

BY USING THE SITE OR THE SERVICES, YOU AGREE, TO THE EXTENT PERMITTED BY LAW, TO INDEMNIFY, DEFEND AND HOLD IVS AND THE OTHER INDEMNIFIED PARTIES HARMLESS WITH RESPECT TO ANY LOSS, LIABILITY, DEMAND OR EXPENSE OR CLAIM, INCLUDING WITHOUT LIMITATION, REASONABLE LEGAL FEES AND THE COST OF ANY INVESTIGATIONS, MADE BY YOU OR ON YOUR BEHALF OR BY ANY THIRD PARTY DUE TO, RELATING TO OR ARISING OUT OF YOUR BREACH OF THESE TERMS OR VIOLATION OF APPLICABLE LAW OR RIGHT OF IVS OR A THIRD PARTY, YOUR USE OF OR RELIANCE ON THE SITE OR THE SERVICES, YOUR USER CONTENT, ANY ACTIVITY RELATED TO YOUR ACCOUNT OR ANY OTHER PERSON ACCESSING THE SITE OR THE SERVICES USING YOUR ACCOUNT, AND/OR YOUR INTERACTIONS OR TRANSACTIONS WITH ANY USER .

YOU MAY NOT SETTLE ANY DISPUTE WITHOUT OUR PRIOR CONSENT, WHICH MAY ONLY BE GIVEN IN NON-ELECTRONIC WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF IVS.

Limitation of Liability

Notwithstanding any provision to the contrary, the maximum aggregate liability of IVS arising out of or in connection with these Terms, your use of the Site or the Services, any transactions conducted thereby, whenever made shall be limited to the lower of (a) [50% of the aggregate amount paid to IVS during the continuance of these Terms]; and (b) [USD100].

Additionally, IVS shall not be liable under any claims if IVS is not notified by you of that claim in writing within one (1) year from the date grounds for that claim first arose.

Each qualification and limitation above shall be construed independently of the others and shall not be limited by any other qualification or limitation.

The qualifications and limitations set out above shall continue in full force and effect notwithstanding the termination or expiration of these Terms.

Notice

Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by IVS (i) via email (in each case to the address that you provide with your Account Details) or (ii) by posting to the Site.

Any notice provided by email will be deemed delivered on the date and at the time transmitted. You may give notice to IVS (such notice shall be deemed given when received by IVS) at any time by electronic mail to admin@ivideosmart.com.

If you do not wish to deal with us electronically, you should not use the Site or the Services.

If applicable law now or later requires us to communicate with you non-electronically, we reserve the right to charge a fee for doing so.

Governing Law; Disputes

These Terms, your use of the Site or the Services, any transactions conducted thereby, shall be governed exclusively by the laws of Singapore, without regard to its or any other jurisdiction’s conflict of law provisions.

IVS reserves the right to take steps IVS believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms. You agree that IVS has the right, without liability to you, to disclose any Account Details, Account Information and/or User Content to law enforcement authorities, government officials, and/or a third party, as IVS believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of these Terms (including but not limited to IVS’s right to cooperate with any legal process relating to your use of IVS and/or a third-party claim that your use of IVS is unlawful and/or infringes such third party’s rights).

Any dispute arising out of or in connection with this Agreement (including any question regarding its existence, validity or termination) shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are deemed to be incorporated by reference in this clause.  The seat of the arbitration shall be Singapore.  The Tribunal shall consist of one (1) arbitrator.  The language of the arbitration shall be English.

You are responsible for compliance with local laws if and to the extent applicable.  IVS does not represent that the Services, the Site or its content, are appropriate outside Singapore.  Access to the Site or the Services from jurisdictions or territories where the content of this Site is illegal or penalized is prohibited.

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