Last Updated: June 17, 2020
IMPORTANT: THIS AGREEMENT CONTAINS THE TERMS AND CONDITIONS UNDER WHICH YOU ARE ACQUIRING A LICENSE FROM T VIDDY PTY LTD ("VIDDI") THROUGH THEIR DISTRIBUTER RECRUITADVANTAGE PTY LTD TO USE THE SERVICE (AS DEFINED BELOW). IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT PLEASE DO NOT USE THE SERVICE.
IF YOU ARE AN AGENT OR EMPLOYEE OF AN ENTITY, YOU REPRESENT AND WARRANT THAT (I) THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS DULY AUTHORISED TO ACCEPT THIS AGREEMENT ON SUCH ENTITY'S BEHALF AND TO BIND SUCH ENTITY, AND (II) SUCH ENTITY HAS FULL POWER, CORPORATE OR OTHERWISE, TO ENTER INTO THIS AGREEMENT AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
"Applicant" means any individual whom is interviewed or is invited to an interview by a User through the Service.
"Applicant Data" means all data provided by an Applicant to Customer (including any User) through the Service, including the content of any interviews conducted through the Service.
"Control", for purposes of this Agreement, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity.
"Customer" means the individual or entity entering into this Agreement to receive the Service from VIDDI and whose details are set out in the Subscription Form.
"Customer Data" means all data derived from Customer and/or its Users' and Applicants' use of the Service and expressly includes Applicant Data.
"Interview Sharing" means a mechanism which enables VIDDI users to share interview responses with other VIDDI users within their organization (which may include by way of example complete details of an Applicant, including their personally identifiable information).
"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
"Service" means access to VIDDI's software-as-a-service offering that enables Users to use VIDDI's software.
"Service Fees" means the fees (as specified in the Subscription Form) payable by Customer to VIDDI for the right to receive access to the Service.
"Term" has the meaning ascribed to that term in Section 12.1.
"User" means any individual or entity who is authorised by Customer in writing or through the Service to use the Service (including without limitation any employee, contractor or similar of Customer;
"Website" means viddi.com.au or such other website as VIDDI may make the Service available.
Registering as a Customer.
In order to become a Customer and fully use the Service, you must fill out the Subscription Form on a Website, submit the Subscription Form through a Website and provide valid payment details for the applicable subscription fees. Subscription Forms must be accepted by VIDDI before these terms will become binding on VIDDI. To register, Customers will be required to provide all information on the Subscription Form, and this information must be accurate. Fees are non-refundable and VIDDI reserves the right to use the capabilities of the Service to assess use of the Service and determine costs. Where applicable, if Customer incurs any overages, VIDDI will notify Customer and Customer will be obligated to pay the costs associated with this.
Grant of License.
Provision of Service. Conditioned on compliance with the provisions of this Agreement and payment of the Service Fees, VIDDI shall make the Service set out in the applicable Subscription Form available to Customer during the Term. Customer's right to use the Service during the Term shall be in accordance with any additional conditions, restrictions or parameters specified in the applicable Subscription Form executed by VIDDI and Customer.
- User Accounts. User accounts are for use by designated Users and cannot be shared or used by more than one User but may be deleted and/or reassigned to new Users replacing former Users who no longer require ongoing use of the Service.
- Customer Affiliates. Customer Affiliates may use the Service subject to the terms of this Agreement. Customer shall cause each Customer Affiliate to comply with the terms and conditions of this Agreement to the full extent as if such Affiliate were a party hereto, and any act or omission relating to this Agreement by such Customer Affiliate shall be deemed an act or omission of Customer. In addition, each party may use one or more Affiliates to perform its obligations under this Agreement, provided that such use shall not affect such party's obligations hereunder and any act or omission by such Affiliate relating to this Agreement shall be deemed an act or omission of such party.
- Use of the Service.
- VIDDI Responsibilities. VIDDI shall:
- maintain data security procedures and safeguards in accordance with good industry practice with respect to the security and integrity of the Service and the Customer Data;
- provide basic online support to Customer's Users, at no additional charge; and
- use commercially reasonable efforts to make the Service available twenty-four (24) hours a day, seven (7) days a week, except for:
- planned downtime (of which VIDDI shall give at least eight (8) hours' notice via the Service and which, VIDDI shall aim to schedule to the extent reasonably practicable during the weekend hours from 6:00 p.m. Australian Eastern Standard Time Friday to 3:00 a.m. Australian Eastern Standard Time Monday); or
- any unavailability caused by circumstances beyond VIDDI's reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving VIDDI employees), computer, telecommunications, Internet service VIDDI or hosting facility failures or delays involving hardware, software or power systems not within VIDDI's possession or reasonable control, and denial of service attacks.
- Customer Responsibilities. Customer is responsible for all activities that occur in User accounts resulting from Customer, its employees', contractors' and agents' access to and use of the User accounts and for its employees', contractors' and agents' compliance with this Agreement. Customer shall:
- use commercially reasonable efforts, including complying with all reasonable instructions provided by VIDDI, to prevent unauthorised access to, or use of, the Service (E.g. Protection of access credentials is entirely the responsibility of the Customer), and notify VIDDI promptly of any such unauthorised access or use; and
- comply (and ensure its Users comply) with all applicable local, state, federal and foreign laws and regulations in using the Service, including without limitation all applicable privacy, communications and export control laws and regulations.
- Customer's use of the Service: Customer acknowledge that it is their responsibility, and not that of VIDDI, for:
- ensuring that the process as well as all questions (even samples provided by VIDDI) are legal in their jurisdiction;
- any claims from Applicants or third parties relating to any decision made by Customer (including without limitation any hire/no hire decision where applicable);
- any decision (including without limitation any hire/no hire decision where applicable) and the results of the Provider process should not be taken as a recommendation either way;
- ensuring that Customer's hiring process is not discriminatory, including making alternate interview methods available to any applicant that is not able to conduct an interview through the VIDDI process for any legally protected reason;
- any claims relating to equitable estoppel and/or privacy laws; and
- if applicable, ensuring appropriate consents are obtained from Applicants for communication by telephone, SMS/text messaging or any other means through or via the Service.
- Restrictions: Customer shall not (and shall not allow any third party to): (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Service; (b) circumvent any user limits or other timing or use restrictions that are built into the Service; (c) remove any proprietary notices, labels, or marks from the Service; (d) frame or mirror any content forming part of the Service; or (e) access the Service in order to (i) build a competitive product or service, or (ii) copy any ideas, features, functions or graphics of the Service.
- Publicity: Subject to the prior written consent of the referenced party, each party may reference the name of the other party as a customer or vendor and may use the logo of the other party in accordance with the other party's standard guidelines.
- Video Features: Through the features of the Service, Customer may have the option to permit Applicants to re-record their interviews. Re-recorded interviews (even if not complete) will replace previous interview content which will not be able available for viewing. In addition, if Applicants do not complete an interview session, there may be no recording available for review for such Applicants. Although the video interview process is outlined within the software for Users and Applicants, it is always Customer's responsibility to ensure that Applicants understand the interview process facilitated by the Service and how their personal information will be used.
- VIDDI Responsibilities. VIDDI shall:
- Fees & Payment.
- Fees. In consideration for the receipt of the Service, Customer shall pay VIDDI the Service Fees, all as specified in the Subscription Form. All amounts are payable in the currency stated in the Subscription Form. Fees may be updated by VIDDI from time to time with effect from the start of the next Renewal Term (if any) by giving Customer not less than sixty (60) days' notice in writing prior to the start of such Renewal Term.
- Debiting & Payment: Unless otherwise stated in a Subscription Form or otherwise mutually agreed, Fees for the Service will be invoiced on an annual basis for annual plans and on a monthly basis for monthly plans. All payments are in advance of the Service being provided and will be debited from the payment source provided in a Subscription Form or otherwise mutually agreed. The debit/invoice date will be dictated by the date the client submits their Subscription agreement and will continue to be debited in advance of each renewal period unless the Service is Terminated. For monthly subscriptions, this will be monthly on the same day of the month as the first charge, and for annual subscriptions this will be on the anniversary of this date for subsequent years. For instances where this is not always possible (E.g. 29th, 30th or 31st day of each month) the payment will be debited the last day of the relevant month. The date of the first charge for the service is the Effective Date of the Agreement.
- Invoicing & Overdue Payments: In any instance where it had been mutually agreed that a Customer may pay for the Service on an ‘invoice to be paid' basis, all undisputed Service Fees (being Service Fees that are not subject to a reasonable and bona fide dispute) are due net thirty (30) days from the invoice date. Any payment not received from Customer by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at VIDDI's discretion, late charges at the rate of 1.5% of the outstanding balance per month (18.00% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
- Taxes: GOODS AND SERVICES TAX ("GST") & OTHER TAXES
- Definitions: Words defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning in this clause.
- GST included in the Fees: The Subscription Fees, the Service Fee and any other fees set out in the agreement exclude GST on the supply for which the fee is consideration.
- Unless otherwise stated, VIDDI's fees do not include any other direct or indirect local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including any other value-added, goods and services, harmonized, use or withholding taxes (collectively, "Taxes").
- Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on VIDDI's net income or property.
- If VIDDI has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides VIDDI with a valid tax exemption certificate authorised by the appropriate taxing authority.
- Suspension of Service: Unless otherwise agreed, if Customer's account is thirty (14) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, VIDDI reserves the right to suspend the Service provided to Customer, without liability to Customer, until such amounts are paid in full.
- Proprietary Rights.
- Reservation of Rights: Subject to the limited rights expressly granted hereunder, VIDDI reserves all rights, title and interest in and to the Service and any other materials or content provided as part of the Service, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
- Customer Data: As between VIDDI and Customer, Customer exclusively owns all rights, title and interest in and to all Customer Data. Customer Data is deemed Confidential Information under this Agreement. VIDDI shall not access Customer's User accounts, including Customer Data, except to respond to service or technical problems or at Customer's request or as necessary for the operation of the Service or billing. Customer hereby grants VIDDI a non-exclusive license for the Term (and for sixty (60) days thereafter) to access and use the Customer Data as reasonably required to provide the Service and to create analytics, compile and use any non-identifiable pattern data created from analysis of Customer Data patterns relating to the Service and/or data derived through use of the Service such as service usage and trends ("Service Data"). For the avoidance of doubt, Service Data is data which does not include any raw Customer Data, personal information or Confidential Information of Customer. All right, title and interest in and to Service Data will be owned by VIDDI. The parties hereto acknowledge and agree that VIDDI will destroy all files and data left on the VIDDI's platform as a result of the Customer's usage of the same within sixty (60) days following the end of this Agreement. If the Customer wishes to retain and transfer data and files from its original location, the Customer will be provided the location of the files and may request export of files to their desired location at their expense, at any time, during the course of this Agreement and up to fourteen (14) days following the end of this Agreement, unless a new agreement is put in place for this data. The exception to this is that VIDDI will have no obligation to return data or information to a Customer while fees are outstanding.
- Feedback: VIDDI shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use, incorporate into the Service, or otherwise exploit any suggestions, enhancement requests, recommendations or other feedback ("Feedback") provided by Customer or its Users relating to the operation of the Service. For greater certainty, VIDDI shall have no obligation to modify the Service to implement any Feedback provided by Customer or its Users. Feedback provided to VIDDI must not be subject to any confidentiality obligations and must not be confidential or proprietary information belonging to Customer, User or any third party.
- Personal Information.
- Personal Information:
- The Customer authorises VIDDI, and warrants that VIDDI is authorised (including by any relevant third parties) to access and manipulate Data if in VIDDI's sole opinion that is reasonably necessary to provide the Services.
- Any personal information concerning a contractor or employee of a party or, in the case of Customer, an Applicant ("Personal Information") shall still be considered Confidential Information of such party for the purposes of this Agreement. In addition to the confidentiality obligations set forth in Section 8 below, with the exception of circumstances outlined in 7.1.1 each party shall:
- hold any Personal Information of the other party secure in accordance with the terms of this Agreement,
- protect such Personal Information from unauthorized disclosure by using and installing appropriate technological, physical and organisational security measures,
- comply with all laws and regulations relating to the protection and privacy of the Personal Information, including obligations as they exist under the Privacy Act, and
- if requested by other party, promptly correct or delete Personal Information. The disclosing party hereby grants permission to the other party to use such Personal Information solely for the purpose of carrying out its obligations pursuant to this Agreement and, except as expressly permitted by this Agreement, neither party shall disclose any Personal Information to any third party without the prior written consent of the disclosing party.
- Storage of Personal Information:
- Unless otherwise agreed VIDDI shall store all Personal Information entered or uploaded to the VIDDI software relating to Customer or its Affiliates in their AWS cloud-based server environment, located in Australia.
- Video recordings created in the course of the Service of candidates, applicants, Customers or any other user of the Service will be stored on a third party software (Pipe: https://addpipe.com ). VIDDI may request this third party to retain the recording until the sooner of (a) sixty (60) days post-recording or (b) when the vacancy has concluded. The Customer will be notified via the software if/when recordings will be deleted with a minimum of seven (7) days' notice.
- Applicant Requests: VIDDI shall: (a) promptly notify Customer if it receives a request from an Applicant regarding that Applicant's Personal Information under any applicable law; (b) direct such request to Customer; and (c) VIDDI shall provide Customer with commercially reasonable cooperation and assistance in relation to Applicant's request regarding it's Personal Information, to the extent legally permitted and to the extent Customer does not have access to such Personal Data through its use of the Services.
- Personal Information:
- Definition of Confidential Information: As used herein, "Confidential Information" means all confidential and proprietary information of a party (the "Disclosing Party") disclosed to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement, the Customer Data, the Service, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
- Confidentiality: The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. Notwithstanding the foregoing, VIDDI may: disclose this Agreement to its actual and prospective investors, advisors and partners provided that such disclosure is subject to written confidentiality obligations at least as restrictive as VIDDI's confidentiality obligations under this Agreement.
- Protection: Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).
- Compelled Disclosure: If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, to provide the Disclosing Party the opportunity to contest the disclosure.
- Remedies: If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
- Warranties & Disclaimers:
- Warranties: Each party represents and warrants that it has the legal power to enter into this Agreement.
- Disclaimer: EXCEPT AS EXPRESSLY PROVIDED HEREIN, CUSTOMER ACKNOWLEDGES THAT THE SERVICE IS PROVIDED "AS IS", AND THAT VIDDI MAKES NO OTHER REPRESENTATIONS AND PROVIDES NO OTHER WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SPECIFICALLY, BUT WITHOUT LIMITATION, VIDDI DOES NOT REPRESENT, WARRANT OR OFFER ANY CONDITIONS THAT: (I) THE INFORMATION OR MATERIALS ON THIS WEBSITE OR SERVICE ARE CORRECT, ACCURATE, RELIABLE OR COMPLETE; (II) THE FUNCTIONS CONTAINED ON THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE; OR (III) DEFECTS WILL BE CORRECTED. INFORMATION SENT OR RECEIVED OVER THE INTERNET IS GENERALLY UNSECURE AND VIDCRUITER CANNOT AND DOES NOT MAKE ANY REPRESENTATION OR WARRANTY CONCERNING SECURITY OF ANY COMMUNICATION TO OR FROM THE WEBSITE OR SERVICE OR ANY REPRESENTATION OR WARRANTY REGARDING THE INTERCEPTION BY THIRD PARTIES OF PERSONAL OR OTHER INFORMATION.
- Indemnification by Customer: Customer shall defend, indemnify and hold VIDDI harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with: (i) Customer or User's use of the Service; (ii) violation of this Agreement by Customer or User; (ii) violation of any rights of another or any applicable law or regulation by Customer or User (including without limitation any breach by Customer of a third party's rights in respect of personally identifiable information); and (iii) any actions, lawsuits, or proceedings made or brought against VIDDI by a third party alleging that the Customer Data, or Customer's use of the Service in violation of this Agreement, infringes the intellectual property rights of, or has otherwise harmed, a third party or has caused damage to a third party's property ("Customer Claims"); provided, that VIDDI: (a) gives written notice of each Customer Claim to Customer within a reasonable timeframe; (b) gives Customer sole control of the defense and settlement of each Customer Claim (provided that Customer may not settle or defend any Customer Claim unless it unconditionally releases VIDDI of all liability); and (c) provides to Customer, at Customer's cost, all reasonable assistance in respect to each Customer Claim.
- Limitation of Liability
- Limitation of Liability: IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS ACTUALLY PAID BY AND DUE FROM CUSTOMER HEREUNDER IN THE MONTH IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO LIABILITY.
- Exclusion of Consequential and Related Damages: IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES; DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Disclaimer of responsibility: VIDDI IS NOT RESPONSIBLE FOR AND UNDER NO CIRCUMSTANCES SHALL VIDDI BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER THAT RESULT FROM: (I) YOUR NON-COMPLIANCE WITH ANY LAW, INCLUDING, WITHOUT LIMITATION, ALL PRIVACY AND EMPLOYMENT-RELATED LAWS; (II) THE USE OF SAMPLE QUESTIONS OR MATERIAL PROVIDED BY VIDDI; (III) YOUR DECISION TO HIRE OR NOT HIRE APPLICANTS; (IV) DISCRIMINATION BY YOU; OR (V) YOUR FAILURE TO ACCOMMODATE APPLICANTS WITH DISABILITIES. THESE LIMITATIONS SHALL APPLY EVEN IF VIDDI HAS BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY OR WILL BE SUFFERED BY ANY PERSON OR ENTITY WHATSOEVER. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW
- Term & Termination.
- Term of Agreement: This Agreement shall commence as of the Effective Date and shall continue in effect for the initial term set out in the Subscription Form (such initial term referred to in this Agreement as the "Initial Term"). Thereafter, the term of the Agreement shall be automatically renewed on each subsequent monthly or annual cycle of the Effective Date for additional one (1) year renewal terms (for annual agreements) or one (1) month for monthly agreements (any such subsequent renewal terms referred to in this Agreement as a "Renewal Term"), unless either party gives written notice of non-renewal to the other party at least thirty (30) days prior to the end of the Initial Term or any Renewal Term hereof. Collectively, the Initial Term and any subsequent Renewal Terms shall constitute the "Term".
- Termination for Cause: A party may terminate this Agreement for cause: (i) upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
- Outstanding Fees: (a) Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to VIDDI prior to the effective date of termination. (b) VIDDI will have no obligation to return data or information to a Customer while fees are outstanding
- Surviving Provisions: The following provisions shall survive any termination or expiration of this Agreement: Sections 4 through 13.
- General Provisions.
- Relationship of the Parties: The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
- Notices: All notices under this Agreement shall be in writing and shall be deemed to have been given upon the second business day after sending by email. Notices to VIDDI shall be addressed to the attention of the Customer Services Department. Notices to Customer shall be addressed to Customer's registered account holder unless otherwise designated.
- Waiver and Cumulative Remedies: No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
- Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
- Assignment: Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, each party may assign this Agreement in its entirety, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
- Governing Law. This Agreement shall be governed by the laws of New South Wales (Australia), without regard to its conflict of law principles. No choice of laws rules of any jurisdiction shall apply to this Agreement. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.
- Venue; Waiver of Jury Trial. The courts located in the laws of the State of New South Wales (Australia) shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
- Force Majeure: Neither party shall be responsible for its failure to perform to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labor problems (other than those involving the employees of the affected party), computer, telecommunications, Internet service VIDDI or hosting facility failures or delays involving hardware, software, third-party software or power systems not within a party's possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance.
- Export: Customer acknowledges and agrees that the Service may be subject to export and import controls under the regulations of Australia, New Zealand, Canada, the United States and other countries, and Customer shall comply with all export and import control regulations of applicable countries. Customer shall not use the Service for any purposes prohibited by export laws, including, without limitation, nuclear, chemical or biological weapons proliferation. Customer shall be responsible for procuring all required permissions for any subsequent export, import or use of the Service.
- Entire Agreement: This Agreement, including any Subscription Forms, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
- Changes to the Service or Website: Changes to the Service or Website. VIDDI reserves the right to alter the Website and/or Service at any time and for any reason or no reason without any liability to You. If VIDDI suspends or discontinues this Website and/or the Service, thirty (30) days written notice shall be provided. The Website or Service may also be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. VIDDI may periodically add or update the information and materials on this Website or Service without notice.