These Terms of Use (the "Terms") are a legally binding agreement between you and Veda AI Solutions Private Limited. These Terms of Service define the terms on which you can subscribe to, avail or access the CloudReel's ("CloudReel") solution provided by the contracting entity mentioned above, through the Platform ("Services"). CloudReel provides the Services in the name and style of [name and style] through its website located at [website URL] ("Platform") and the Services are accessible in the manner and mode as defined in these Terms.
These Terms are between [contracting entity] and you, either individually, or on behalf of your employer or any other entity which you represent. If you are entering into these Terms on behalf of your employer, a third-party, company, or other legal entity, you represent that you have full authority to bind such entity and its affiliates to these Terms, in which case the term "you" and "your" will refer to such entity and its affiliates. IF YOU DO NOT AGREE TO COMPLY WITH AND BE BOUND BY THESE TERMS, OR DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER, THIRD PARTY, COMPANY OR ANY OTHER ENTITY, PLEASE DO NOT ACCEPT THESE TERMS OR USE THE PLATFORM.
Your use of the Services and/or the Platform is expressly conditioned on your compliance and consent to these Terms. You affirm your consent to these Terms by either (i) accessing or using the Platform, or (ii) creating or administering an account.
1 Eligibility and use of account
1.1 Minimum age
The Services are not directed at children. To access or use the Services, you must have reached the legal age of majority in the country from which you access the Services.
If we learn that we have collected personal data from a child below the applicable age of majority, we will take reasonable steps to delete it promptly. If you believe a child has provided us with personal data, please contact us at [contact email].
1.2 Your account
To access certain features, you must create an account using accurate, current and complete information. You are responsible for:
- i.maintaining the confidentiality of your login credentials; and
- ii.all activity that occurs under your account, whether or not authorised by you.
Accounts are personal and non-transferable. They may not be shared with or assigned to any third party without our prior written consent.
You are responsible for the activities that occur through your account and you must ensure that no one else accesses or uses the Platform using your credentials. CloudReel may assume that any communication received from your account has been made by you. You will be solely responsible and liable for any losses, damages, liability, and expenses incurred by us and/or a third party, due to any unauthorized usage of the account by either you or any other user or third party on your behalf. CloudReel may suspend your account if CloudReel reasonably suspects that your account is being used in a manner that violates these Terms, including any instance of shared, timeshared, or compromised account credentials.
You are solely liable and responsible for understanding the settings, privileges and controls for the Platform and, if you are accessing or using the Platform on behalf of a business or other entity, for controlling who becomes a user and what are the settings and privileges for such user. This includes, without limitation, the right for a user to invite guests, access, modify or share recordings, etc. You are also responsible for the activities by users under your account. You acknowledge that any action taken by a user under your account will be considered authorized by you and binding upon your organization, and you shall have no claim against CloudReel in this regard.
1.3 Export controls and sanctions
The Platform may be subject to U.S. and other applicable export control and sanctions laws. You represent and warrant that you will not access, use, export, or re-export the Platform in violation of such laws, that you are not located in or ordinarily resident in any comprehensively sanctioned jurisdiction, and that you are not listed on, or owned or controlled by any person listed on, any applicable government restricted or sanctions list. You are solely responsible for compliance with all applicable export control and sanctions requirements relating to your use of the Platform. Any violation of this provision may result in immediate suspension or termination of your access to the Platform, in CloudReel's sole discretion.
2 Intellectual property
2.1 Ownership
All intellectual property rights in the Platform, including its software, APIs, designs, text, media, branding and any derivatives, modifications or improvements, but excluding Content ("CloudReel Intellectual Property"), belong exclusively to CloudReel or its licensors. No ownership rights transfer to you, and all rights not expressly granted are reserved.
2.2 Licence
Subject to these Terms, CloudReel grants you a limited, non-exclusive, revocable, non-sublicensable and non-transferable right to access and use the Platform during the Term and in the territory from where you access the Services. Any unauthorised use of the account automatically terminates these rights. The App licence permits use of one object-code copy through one registered account on one compatible mobile device owned or leased by you. Compatibility is not guaranteed. You consent to automatic updates, which remain subject to these Terms. The Services and the Platform is licensed in accordance with the terms of this section, not sold, and CloudReel and its licensors or suppliers retain ownership. Carrier data charges may apply to your use of the Platform.
2.3 Restrictions
Except as expressly permitted by these Terms and in compliance with the acceptable use policy stipulated by the CloudReel, you must not, or allow others to:
- Hack, reverse engineer, decompile or disassemble CloudReel Intellectual Property, underlying technology, and/or attempt to derive its source code;
- Resell, lease, sublicense or distribute it, claim ownership of it, or use CloudReel's names, trademarks or logos;
- Sublicense Platform access, provide third-party remote access or permit unauthorised use;
- Impose an unreasonable or disproportionate load on supporting infrastructure, as determined by CloudReel;
- Mislead, defraud, unlawfully impersonate or clone, defame, threaten, bully, harass or otherwise abuse or harm yourself or others;
- Purchase concurrent subscriptions to circumvent upgrades or interfere with the Platform or subscription offerings; or
- Use robots, spiders, scrapers, deep links or similar automated tools to access, acquire, copy or monitor any part of the Platform.
- You shall not upload, post, share or otherwise make available through the Platform any content that you do not own or have the necessary rights, licences or permissions to use, including any content that infringes the intellectual property or other rights of any third party.
2.4 Feedback
You irrevocably assign to CloudReel all rights in any suggestions, comments, feature requests or other feedback you provide ("Feedback"). Where assignment is prohibited by law, you grant CloudReel an exclusive, transferable, perpetual, worldwide, royalty-free, fully paid-up, sublicensable licence to use and exploit the Feedback at its sole discretion, without restriction or compensation. CloudReel has no obligation to use, display, reproduce or distribute it. You warrant that the Feedback is accurate, complete and does not infringe third-party rights, and irrevocably waive all moral, artists' and similar rights and related claims worldwide.
3 Confidentiality
Either party (a "Disclosing Party") may disclose to the other party (a "Receiving Party") certain confidential information regarding its technology and business ("Confidential Information"). CloudReel's Confidential Information includes, without limitation, the pricing. Subject to the terms and conditions herein, the Receiving Party agrees to keep confidential and not disclose or use any Confidential Information except to support its use or provision of the Services. Confidential Information shall not include information that Receiving Party can show: (a) was already lawfully known to, or independently developed by, Receiving Party without access to or use of Confidential Information; (b) was received by Receiving Party from any third party without restrictions; (c) is publicly and generally available, free of confidentiality restrictions; In addition, each party may disclose Confidential Information to the limited extent required to be disclosed by law, regulation or is requested in the context of a law enforcement investigation, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperates in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its affiliates, employees, agents, consultants and subcontractors who have a reasonable need to know such information and who are bound by written confidentiality obligations no less restrictive than those set out herein. The non-disclosure and non-use obligations set forth in this clause shall survive the termination or expiration of these Terms for a period of five (5) years.
4 Content
4.1 Licence to CloudReel
You grant CloudReel a non-exclusive, royalty-free, transferable (to CloudReel's affiliates in order to provide the Services), worldwide licence to use, host, copy, display and reproduce any materials, files, recordings, video, audio, voice, data, Platform URLs, trademarks, trade names, logos, branding assets or other content that you upload, submit, share, publish, store or otherwise generate through the Platform ("Content"), solely to the extent required to provide the Services. This includes accessing website links you provide to extract branding elements and generate customised, on-brand content, and training, testing, developing and improving CloudReel's artificial intelligence and machine learning models, algorithms and related technologies.
You represent and warrant that you own the Content or hold all licences, rights, consents and permissions necessary to upload and use it under these Terms, including applicable trademark and corporate branding rights. You retain ownership of the Content and its associated copyright and trademark rights and remain solely responsible for it and its use. CloudReel does not screen Content and is not responsible or liable for it or its use, including errors, omissions, infringement of third-party rights, or any loss or damage resulting from its use or display. The Platform is not a storage, backup or archiving service. You are responsible for backing up your Content and for any lost or unrecoverable Content.
4.2 Content warranties
You represent, warrant and covenant that: (i) your Content is true, accurate, current, complete and not misleading or fraudulent; (ii) its copying, uploading and use do not infringe third-party rights, including intellectual property, publicity or privacy rights; (iii) you hold all necessary licences, rights, consents and permits; (iv) you have all required written or implied consents, releases and permissions from every identifiable individual, including guests and participants who have not registered or accepted these Terms, to use their name, image and likeness as contemplated by these Terms and CloudReel's Privacy Policy; (v) the Content contains no and you shall not upload any Content that contains malicious or destructive code; (vi) it is not unlawful, abusive, defamatory, offensive or otherwise inappropriate, as reasonably determined by CloudReel, and does not encourage illegal activity; and (vii) it will not create liability for CloudReel or its affiliates, successors, assigns, directors, officers, agents, employees or shareholders.
CloudReel has no obligation to screen or monitor Content but may review, delete or prevent delivery of Content that, in its sole judgment, infringes third-party rights, breaches these Terms or applicable law, or is otherwise objectionable.
We do not permit copyrighted content on the Platform unless you (i) own the copyright thereto, or (ii) you have obtained all necessary rights, licenses, or permissions to do so. This restriction includes, but is not limited to, audio from CDs, purchased digital music, audio books, TV shows, or web-sourced audio. You may only upload Content if you created it or participated in the creation of it, or have obtained all rights necessary to upload and use it on the Platform.
4.3 DMCA notice
CloudReel respects the intellectual property laws and expects you to do the same. Accordingly, you are prohibited from posting, modifying, distributing, or reproducing any content on the Platform that is copyrighted material without first obtaining prior and express written consent from the copyright owner. It is CloudReel's policy to terminate, in appropriate circumstances, the accounts, who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
If you believe that your copyrighted work has been copied and posted on the Platform in a manner constituting copyright/IP infringement, CloudReel will respond to notices of alleged infringement in accordance with the Digital Millennium Copyright Act of 1998 (the "DMCA"), which provides copyright owners with legal recourse under U.S. copyright law or applicable law. In good faith, if you believe that content or material hosted on the Platform infringes your copyright, you (or your authorized agent) may submit a notice to CloudReel requesting that the content be removed or access to it blocked. The notice must include: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the allegedly infringed exclusive right; (b) identification of the copyrighted work(s) claimed to be infringed, or, if multiple works are covered by a single notice, a representative list; (c) identification of the material alleged to be infringing or the subject of infringing activity, along with sufficient information to allow CloudReel to locate it on the Platform; (d) the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that the use of the content is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the allegedly infringed exclusive right.
If you believe in good faith that a notice of copyright infringement filed against you is incorrect, the DMCA allows you to submit a counter-notice. All notices and counter-notices must meet the statutory requirements of the DMCA, which can be reviewed at http://www.loc.gov/copyright.
CloudReel's designated representative for receiving claims of copyright or other intellectual property infringement can be reached as follows:
By email: [DMCA email]
Attention: [DMCA contact name]
Address: Office No. 10, 14th Floor, Sohini Tech Park, Nanakramguda Road, Financial District, Serilingampally, Hyderabad, TS- 500032
Under federal law, knowingly misrepresenting material is infringing may subject you to criminal prosecution for perjury, as well as civil penalties, including monetary damages, court costs, and attorneys' fees.
Please note that this process is solely for notifying CloudReel of alleged copyright infringement. These requirements are intended to comply with CloudReel's obligations under the DMCA, including 17 U.S.C. §512(c), and do not constitute legal advice. It is recommended that you consult an attorney regarding your rights and responsibilities under the DMCA and other applicable laws.
In line with the DMCA and other applicable laws, CloudReel has adopted a policy to terminate, when appropriate, users deemed to be repeat infringers. CloudReel also reserves the right, at its sole discretion, to limit access to the Platform or terminate the accounts of any users who infringe the intellectual property rights of others, regardless of whether there is repeat infringement.
5 AI tools
- Our Platform includes features which use artificial intelligence ("AI") and similar technology (the "AI Tools") to generate text, audio, video, and other content ("Output") in response to prompts and other input you submit to the Platform ("Input"). Both Input and Output are considered Content under these Terms. The AI Tools may include artificial intelligence and other tools and technologies provided by third parties. You acknowledge and agree that your use of the AI Tools may involve access to your Inputs and Outputs by CloudReel and by such third parties to the extent necessary to operate and deliver the AI Tools. CloudReel may use your Inputs and Outputs to train, fine-tune and improve its AI models and services.
- Your access to and use of the AI Tools may be limited depending on your chosen subscription plan. CloudReel may, in its discretion, suspend, degrade, or discontinue the AI Tools or any part of the Platform as it deems necessary.
- Due to the probabilistic nature of AI technology, the Output or results generated by the AI tools may not always be unique, and in some cases, the same or similar Output may be generated for other users. Platform reserves the right to generate identical or similar Outputs independently for other clients without utilizing, accessing, or relying upon your Inputs, data, prompts, documentation (if any) provided hereunder and such occurrences shall not constitute a violation of confidentiality, an infringement of your intellectual property rights and/or breach of these Terms. The copyright status of any AI-generated output is constantly evolving and may be uncertain, and the use of AI Tools could limit enforceability of intellectual-property rights in such Output.
- While we work continuously to enhance the Platform and improve the quality and accuracy of the Output, CloudReel does not independently review the Output for accuracy, bias or intellectual property rights clearance. Accordingly, CloudReel cannot promise that the Output is free from error or free from third party intellectual property claims. You agree and covenant that you are solely responsible to review, test, and approve all Outputs for accuracy, context, and safety before relying upon, or deploying such Outputs in a live operational or production environment. Platform shall have no liability for operational errors and/or business disruptions resulting from your reliance on Outputs.
- You may use the AI Tools only for creating Output within the Platform, not for developing other tools, applications, or any other purpose.
- You must not use the AI Tools or any Output (i) to build or train other models, develop competing products, or (ii) for any purpose that violates any applicable law or that may breach these Terms or any CloudReel policies as applicable from time to time, or (iii) in a manner that may infringe third party rights, including but not limited to intellectual property rights or privacy rights, or (iv) falsely represent AI generated Content or Output as human generated.
- You further agree that: (a) You are solely responsible for reviewing and verifying that any Output is accurate, appropriate, lawful and non-infringing before you rely on, publish, or otherwise use it; (b) You will not supply prompts or other Inputs that are intended, designed, or likely to yield infringing, unlawful, or otherwise improper Output; (c) You assume all risk arising from your use of the AI Tools and any Output, and CloudReel will have no liability for such use.
6 Payment terms
6.1 Fees
In consideration for your subscription to use the Platform and purchase of Professional Services, you shall pay CloudReel a subscription fee as set forth in the payment page on the Platform (the "Fees") and you authorize CloudReel to charge you using the selected payment method. All payments shall be due and payable in advance. In the event of failure to collect the Fees owed by you, CloudReel may in our sole discretion (but shall not be obligated to) retry to collect at a later time. Additionally, if an annual subscription payment fails or is declined, CloudReel reserves the right, following written notice to you, to convert the billing frequency to monthly installments equal to one-twelfth (1/12th) of the annual fee until the total annual commitment is satisfied, provided that the aggregate amount charged shall not exceed the original annual fee. CloudReel may suspend or discontinue your access to the Platform and/or Professional Services in case of your failure to pay the Fees on the date due.
IMPORTANT NOTICE -- AUTOMATIC RENEWAL: YOUR SUBSCRIPTION TO THE PLATFORM WILL AUTOMATICALLY RENEW FOR THE SAME SUBSCRIPTION PERIOD AT THE END OF THE THEN CURRENT SUBSCRIPTION PERIOD UNLESS YOU CANCEL. AS AUTHORIZED BY YOU DURING THE REGISTRATION PROCESS, WE OR OUR THIRD PARTY PAYMENT PROCESSOR WILL CHARGE YOUR PAYMENT METHOD WITH THE APPLICABLE PERIODIC SUBSCRIPTION FEE UNLESS YOU CANCEL YOUR SUBSCRIPTION AT LEAST 30 DAYS PRIOR TO THE EXPIRATION OF YOUR PREVIOUS SUBSCRIPTION BY LOGGING INTO YOUR ACCOUNT AND FOLLOWING THE INSTRUCTIONS FOR CANCELLATION ON THE USER DASHBOARD.
TO CANCEL SUCH AUTOMATIC RENEWAL, YOU MUST UNSUBSCRIBE AT LEAST 30 DAYS PRIOR TO THE END OF THE APPLICABLE SUBSCRIPTION PERIOD BY CONTACTING CUSTOMER SUPPORT VIA EMAIL OR THE PLATFORM'S SUPPORT CHAT FUNCTION, OR BY LOGGING INTO YOUR ACCOUNT ON THE PLATFORM AND CANCELLING, OR AS OTHERWISE STATED IN THE ONLINE DESCRIPTION OF THE PLATFORM. WHEN YOU CANCEL A SUBSCRIPTION, YOU CANCEL ONLY FUTURE CHARGES ASSOCIATED WITH YOUR SUBSCRIPTION.
6.2 Price changes
CloudReel may change the Fees applicable to your subscription by providing you with at least thirty (30) days' prior written notice sent to the email address associated with your account ("Price Change Notice"). The Price Change Notice will specify the new fees and the effective date of the change. CloudReel may change fees to reflect changes in infrastructure, third-party licensing, or other reasonable cost factors, or in connection with the addition of features or platform capabilities.
If you are on a monthly subscription, the new fees will apply at the start of your next billing cycle following the notice period. If you are on an annual subscription, the new fees will apply at the start of your next annual renewal term and will not apply mid-term.
If you do not agree to the new fees, you may cancel your subscription before the effective date and receive a pro-rated refund of any prepaid fees covering the period after the effective date. Your continued use of the Platform on or after the effective date constitutes your acceptance of the new fees. For the avoidance of doubt, price changes will not affect fees already paid for any then-current billing cycle or term.
6.3 Tax
All amounts payable to CloudReel are exclusive of all taxes, including but not limited to US sales, withholding, GST, VAT, levies or similar governmental charges, however designated, except for taxes based on the net income of CloudReel. If you are in a jurisdiction which requires deductions or withholding under applicable law, you shall pay CloudReel an amount such that the net amount after withholding of taxes shall equal the amount that would have been otherwise payable under these Terms.
6.4 Free trial
CloudReel may, at its sole discretion, offer for a limited period a freemium subscription and/or free trial to the Platform or limited features or functions thereof ("Free Trial"). Some features or functions of the Platform may not be available to you during the Free Trial period. CloudReel may allow you to export footage recorded during the Free Trial free of cost provided that such footage does not exceed a certain size and/or length threshold. If the recording exceeds such threshold and you wish to export the footage, you shall be required to purchase a subscription to the Platform in order to export the footage successfully. Subject to applicable law, at any time and without notice, CloudReel reserves the right to modify the terms of the Free Trial or cancel the Free Trial. Modifications of the terms will apply from the date of such modification.
IMPORTANT NOTICE -- AUTOMATIC RENEWAL: UNLESS YOU HAVE CANCELLED YOUR SUBSCRIPTION PRIOR TO THE EXPIRATION OF THE FREE TRIAL, THE SUBSCRIPTION WILL CONVERT INTO FULL PRICED SUBSCRIPTION UPON THE EXPIRATION OF THE FREE TRIAL AND WE, OR OUR THIRD-PARTY PAYMENT PROCESSOR, WILL AUTOMATICALLY CHARGE YOUR PAYMENT METHOD FOR THE APPLICABLE SUBSCRIPTION FEE UPON THE EXPIRATION OF THE FREE TRIAL AND EACH SUBSEQUENT PAYMENT PERIOD THEREAFTER. THE PRICING FOR SUCH SUBSCRIPTION WILL BE AT THE FULL SUBSCRIPTION PRICE IN EFFECT ON THE DATE YOU SUBSCRIBED TO THE FREE TRIAL.
TO CANCEL SUCH AUTOMATIC CONVERSION, YOU MUST UNSUBSCRIBE PRIOR TO THE END OF THE FREE TRIAL BY CONTACTING CUSTOMER SUPPORT VIA EMAIL OR THE PLATFORM'S SUPPORT CHAT FUNCTION, OR BY LOGGING INTO YOUR ACCOUNT ON THE PLATFORM AND CANCELLING.
7 Disclaimer of warranties
NOTWITHSTANDING ANYTHING IN THESE TERMS OR ELSEWHERE TO THE CONTRARY AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: CLOUDREEL PROVIDES THE USAGE OF THE PLATFORM, THE PROFESSIONAL SERVICES, AND ANY OTHER SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. CLOUDREEL AND OUR AFFILIATES, SUBCONTRACTORS, AGENTS, AND VENDORS (INCLUDING THIRD PARTY SERVICE PROVIDERS) HEREBY DISCLAIM THE WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR PARTICULAR PURPOSE OR ACCURACY. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CLOUDREEL DOES NOT WARRANT THAT THE PLATFORM OR ANY SERVICES RELATED THERETO WILL BE DELIVERED OR PERFORMED ERROR-FREE OR WITHOUT INTERRUPTION OR THAT THE PLATFORM IS FREE FROM VIRUSES OR OTHER HARMFUL CODE. WE AND OUR VENDORS FURTHER DISCLAIM ANY AND ALL LIABILITY OR RESPONSIBILITY FOR ANY DELAYS, FAILURES, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES THAT YOU AND/OR YOUR DATA (INCLUDING CONTENT) MAY SUFFER, THAT ARE BEYOND OUR CONTROL.
CloudReel is not responsible for performance issues caused by low-performance of your computers, microphones or cameras, low-bandwidth internet connections and for the quality of your Inputs. If CloudReel identifies slow performance due to its system, CloudReel shall use commercially reasonable efforts to restore the Platform to acceptable performance levels. Your sole remedy for any disruption or failure to provide support shall be termination of these Terms.
8 User conduct
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and tax obligations that may apply to your use of the Platform and Services. In connection with your use of the Platform and Services, you agree that you will not:
- a.violate any local, state, national, or other law or regulation, or any order of a court, including, without limitation, tax regulations;
- b.use manual or automated software, devices, scripts, robots, backdoors or other means or processes to access, "scrape," "crawl" or "spider" any web pages or other services contained in the Platform and Services;
- c.access or use our Platform and Services to expose or allow to be used or exposed CloudReel: (i) in any way that is inconsistent with these Terms, Privacy Policy or applicable law; or (iii) in any way that otherwise violates the privacy rights or any other rights of other Users of CloudReel or any other third party;
- d.use the Platform and Services for any commercial or other purposes that are not expressly permitted by these Terms or in a manner that falsely implies CloudReel's endorsement, partnership or otherwise misleads others as to your affiliation with CloudReel;
- e.dilute, tarnish or otherwise harm the CloudReel brand in any way, including through unauthorized use of the Platform and Services, registering and/or using CloudReel or derivative terms in domain names, trade names, trademarks or other source identifiers, or registering and/or using domains names, trade names, trademarks or other source identifiers that closely imitate or are confusingly similar to CloudReel domains, trademarks, taglines, promotional campaigns;
- f.copy, store or otherwise access or use any information contained on the Platform and/or Services for purposes not expressly permitted by these Terms;
- g.infringe the rights of CloudReel or the rights of any other person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
- h.interfere with or damage our Platform and Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
- i.use our Platform and Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs or other content of others without their permission, personal contact information or credit, debit, calling card or account numbers;
- j.use our Platform and Services in connection with the distribution of unsolicited commercial email or messages ("spam") or unsuitable advertisements;
- k."stalk" or harass any other users of our Platform and Services or collect or store any personally identifiable information about any other user;
- l.register for more than one CloudReel account or register for a CloudReel account on behalf of an individual other than yourself;
- m.impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
- n.engage in disruptive, circumventive, abusive or harassing behaviour in any area or aspect of our Platform and Services;
- o.use, display, mirror or frame the Platform, Services or any individual element within the website and Services, CloudReel's name, any CloudReel content logo or other proprietary information, or the layout and design of any page or form contained on a page in the Platform and/or Services, without CloudReel's express written consent;
- p.attempt to decipher, decompile, disassemble or reverse engineer any of the software (including source code) used to provide the Platform and Services;
- q.advocate, encourage, or assist any third party in doing any of the foregoing;
CloudReel has the right to investigate and prosecute violations of any of the above to the fullest extent of the law. In addition, and as set in these Terms, CloudReel reserves the right to take such actions against you, including but not limited to deactivating or cancelling account, for a violation of this section or these Terms.
CloudReel may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against CloudReel or to comply with legal process (for example, summons or warrants), (ii) enforce or administer our agreements with users, such as these Terms, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and debugging purposes, or (iv) protect the rights, property or safety of CloudReel its users, or members of the public.
You acknowledge that CloudReel has no obligation to monitor your access to or use of the Platform and/or Services, but has the right to do so for the purpose of operating and improving the Platform and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes) (i) to ensure your compliance with these Terms, (ii) to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, (iii) to respond to content that it determines is otherwise objectionable or (iv) as set forth in these Terms.
CloudReel reserves the right, at any time and without prior notice, to remove, disable any content uploaded by the user including suspending the user's account in the event that CloudReel, at its sole discretion, considers such content to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform or Services.
9 Limitation of liability
You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access to and use of the Platform and Services, your registration and access to the Platform and Services, and any contact you have with other Users of CloudReel whether in person or online remains with you. Neither CloudReel nor any other party involved in creating, producing, or delivering the Platform, Services, will be liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, Service interruption, computer damage or system failure, device failure or Services, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with these Terms, from the use of or inability to use the Platform and Services, from any communications, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not CloudReel has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose.
In no event shall CloudReel's aggregate liability arising out of or in connection with these Terms exceed the amounts paid or payable for subscription in the six (6) months period prior to the event giving rise to the liability. The limitations of damages set forth above are fundamental elements of the basis of the bargain between CloudReel and you.
10 Indemnification
You shall indemnify, defend, and hold harmless CloudReel and its subsidiaries, affiliates, shareholders, officers, directors, agents, licensors, suppliers, other partners, employees, and representatives from and against any and all claims, demands, causes of action, losses, expenses, damages and/or liabilities, including reasonable attorney's fees and court costs, incurred by CloudReel, arising from or in any way related to your (a) acts and/or omissions on or off the Platform; (b) violation of any rights of another, including without limitation any alleged infringement of intellectual property or other right of any person or entity relating to the Platform and/or Services; (c) breach or alleged breach of these Terms; (d) disputes with or between other users of the Platform; (e) use and/or misuse of the Platform or Services, including without limitation any information, content and/or materials thereon; (f) violation of any applicable law or regulation; (g) inaccurate, untimely, incomplete or misleading information, including without limitation with respect to registration, profile or eligibility; (h) misstatements and/or misrepresentations; (i) use of links to third party websites, including without limitation such websites' availability, terms of use, privacy policy, information, content, materials, products and/or services; (j) your information and any acts or omissions with respect to such information; (k) use of any information in third-party reports; and/or (l) use of any Services or products or any contracts or arrangements made or provided based on information, content and/or materials obtained on or through the Platform. You must cooperate as requested by CloudReel in the defense of such claims. CloudReel reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not, in any event, settle any claim or matter on behalf of CloudReel without the prior and express written consent of CloudReel.
11 Termination and suspension
You agree that CloudReel, in its sole discretion, may suspend or terminate your password, account (or any part thereof) or use of the Services, for any reason, including, without limitation, for lack of use or if CloudReel believes that you have violated or acted inconsistently with these Terms hereof. You agree that your access to the Services and Platform under any provision of these Terms, may be terminated without prior notice, and you acknowledge and agree that CloudReel may immediately deactivate or delete your account and all data relating to your account and/or bar any further access to the Services and Platform. Further, you agree that CloudReel shall not be liable to you or any third party for any modification, suspension or temporary discontinuance of or any termination of your access to the Services and Platform.
12 Arbitration
For any dispute with CloudReel, you agree to first contact us at [contact email] and attempt to resolve the dispute with us informally. In the unlikely event that CloudReel has not been able to resolve a dispute it has with you after sixty (60) days, you and CloudReel agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, "Claims"), by binding arbitration by (i) in case CloudReel's contracting party is from US and other regions excluding India, by American Arbitration Association in accordance with the rules established therein and any amendments thereof, for the time being in force. The arbitration will be conducted in, Atlanta, State of Georgia and (ii) in case CloudReel's contracting party is from India, in accordance with (Indian) Arbitration and Conciliation Act, 1996 and rules established therein and any amendments thereof, for the time being in force. The arbitration will be conducted in Hyderabad, State of Telangana. Nothing in this Section shall be deemed as preventing CloudReel from seeking injunctive or other equitable relief from the competent courts as necessary.
13 Injunction
Notwithstanding the Arbitration terms set forth herein, users agree that any material breach of the Terms will result in irreparable harm to CloudReel for which damages would not be an adequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, CloudReel reserves the right to seek equitable relief through the court system, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if CloudReel seeks such an injunction.
14 Governing law; waivers
- (i)In case CloudReel's contracting party is from US and other regions excluding India, these Terms shall be governed by and construed in accordance with the substantive laws, of the Atlanta, State of Georgia, USA, without regard to choice-of-law rules. You agree to submit to the personal jurisdiction of the federal and state courts located in, Atlanta, State of Georgia for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Atlanta, State of Georgia, USA is the proper forum for any appeals of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable.
- (ii)In case CloudReel's contracting party is from India, these Terms shall be governed by and construed in accordance with the substantive laws, of India, without regard to choice-of-law rules. You agree to submit to the personal jurisdiction of the courts located in Hyderabad, State of Telangana for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Hyderabad, State of Telangana is the proper forum for any appeals of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING TO THESE TERMS , YOU AND CLOUDREEL ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
Any failure or delay by CloudReel to enforce any right or provision under these Terms shall not be deemed a waiver of such right or provision, nor shall it limit CloudReel's right to enforce the same or any other provision at any time thereafter.
If any provision of these Terms is determined to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, arbitrator, or applicable governmental authority, such provision shall be replaced with a valid and enforceable provision that most closely reflects the original intent and business purpose of the invalid provision, and all remaining provisions shall continue in full force and effect.
15 Notices; changes to the services and these terms
CloudReel may provide you notice via email, regular mail, or posting notices or links to notices on the Platform. CloudReel reserves the right at any time to modify, suspend or terminate the Services (or any part thereof), and/or use of or access to them, with or without notice. CloudReel may also delete, or bar access to or use of, all related information and files. CloudReel will not be liable to users or any third-party for any modification, suspension, or termination of Service, or loss of related information. CloudReel may amend these Terms at any time by posting the amended terms on this Platform. Your continued use of the Platform following such update constitutes your acceptance of the revised Terms. If you do not agree to any of the terms herein or to any future terms in a future revision of these Terms, do not use or access (or continue to access) the Platform and/or Services.
16 Entire agreement
These Terms constitute the entire agreement between you and CloudReel relating to their subject matter, and cancel and supersede any prior versions of the Terms or any instrument recording the subject matter. You shall not assign or otherwise transfer the Terms or any right granted hereunder. You also may be subject to additional terms and conditions that may apply when you use the CloudReel Platform or third-party products or services.