REEPLAYER WEBSITE TERMS OF USE

 

LEGAL DISCLAIMER

 

The following termsgoverns the use of the website(s) of Reeplayer, Inc. a Delaware Corporation(“Reeplayer”). By using our website, you accept the terms in full. If you donot agree to the terms, please do not use our website (www.reeplayer.com).

 

1. General Terms of Use& Conditions

1.1 These terms of use(“Terms of Use”) govern the contractual relationship between Reeplayer, Inc.,651 N Broads St, Suite 206, in the city of Middletown, 19709, and County of NewCastle ("Reeplayer") and any User of www.reeplayer.com,app.reeplayer.com and/or other websites owned or controlled by Reeplayer("Reeplayer Website") that allow for (i) distribution and receptionof audio-visual content recorded on a Reeplayer Camera ("Content") byway of streaming and/or subsequent download, or streaming through the means ofa media player embedded in or interfacing with the Reeplayer Website and/or(ii) associated services aiming at creating a community between viewers ofContent (each a “Viewer”) and Subscribers of a Reeplayer Camera, uploading andpublishing Content (singularly as “Uploader”) (collectively as the"Services").  These terms also apply to Users’ on any otherReeplayer platforms directly or indirectly related to the Reeplayer Ecosystem-- i.e., without limitation, mobile application (together with the ReeplayerWebsite and Services referred to as and constitute the “Reeplayer Ecosystem”).For the purpose of these Terms of Use, each Viewer and Uploader are considereda “User” (collectively the “Users”). By accessing the Reeplayer Website and/orEcosystem, registering for an Account on the Reeplayer Website and/or Ecosystemor using any Reeplayer Services, the User agrees to be bound by these Terms ofUse which shall continue to apply for as long as the User is accessing theReeplayer Website and/or Ecosystem, subscribing for an Account or using theServices. When the User is no longer accessing the Reeplayer Website and/orEcosystem, subscribed to an existing Account or using any Reeplayer Services,the User’s legal obligations and liabilities towards Reeplayer that haveaccrued over time shall be unaffected by this cessation. The terms “We,” “Us,”and “Our” shall refer to Reeplayer, or, similarly, the “Company.”

 

1.2 The User herebyrepresents and warrants to Reeplayer that User is at least thirteen (13) yearsof age or otherwise at least the required age in the User’s jurisdiction forentering into and performing legal agreements on his or her own behalf or onbehalf of the person or entity that User is legally representing. The foregoingnotwithstanding, no Users under the age of thirteen (13) shall be permittedunder any circumstances to use Services in the Reeplayer Ecosystem.  Useralso confirms that User has read and agreed and consented to Reeplayer’sPrivacy Policy and Cookies Policy.

 

1.3 The User may notaccess the Reeplayer Website/Ecosystem or use the Services: if the User doesnot accept these Terms of Use; if the User is not of legal age to form abinding contract with Reeplayer; if a person who is either barred or otherwiselegally prohibited from receiving or using the Reeplayer Website/Ecosystem orServices under applicable law. On certain areas of the Reeplayer Website, Youmay be given the ability to provide Us with personally identifiableinformation. Please read Our Privacy Policy for more information about Ourinformation collection and use practices.

 

1.4 When accessing theReeplayer Website, subscribing or signing up for an Account, or using theServices, the User will be subject to additional policies made available on theReeplayer Website and/or Ecosystem, including, but not limited to, Reeplayer’sPrivacy Policy, Data Processing Agreement, Subscription Agreement, LicenseAgreement, etc. (depending on what may apply to You specifically). Ifapplicable, all such policies are hereby incorporated by reference into theseTerms of Use. In the case of any inconsistency between these Terms of Use andany such policy, these Terms of Use may prevail.

 

2. Restrictions andSafeguards

2.1 In order to gainfull access to the Reeplayer Ecosystem, Users must create an Account.  The Account is personal to the User and the User is solely responsible for anyand all activity that occurs under its Account.  Please notify Reeplayerimmediately if there are any irregularities with an Account.  Whencreating the Account, the User is required to provide accurate and completeinformation. The User hereby represents, warrants and covenants that it doesnot, and will not, use the Services or the Reeplayer Website and/or Ecosystem:

 

(a) to impersonateanother person or entity, or claim a false identity when subscribing for anAccount on the Reeplayer Website or use an Account of a third-party;

(b) for any purposeother than to access the Website and/or Ecosystem and Services as offered byReeplayer;

(c) to bypass, disableor otherwise interfere with security related features of the Reeplayer Websiteand/or Ecosystem or the Services or features that prevent, limit, or restrictthe access to the Reeplayer Website and/or Ecosystem and/or the use orre-production of any Content or any other material on the Reeplayer Ecosystem(i.e. “Material”);

(d) to delete or modifynotices regarding copyright or other proprietary rights on the Material or anyContent

(f) for any illegalpurpose in any jurisdiction;

(g) collect,disseminate, or otherwise use personal information about Users or any otherthird parties without their and Reeplayer’s consent, or in violation of anyapplicable law;

(h) reverse engineer,decompile, disassemble or otherwise attempt to discover the source code in anyof the Software, Firmware, or Hardware; or

(i) interfere with ordamage the operation of the Services or any User's enjoyment of them by anymeans, including, but not limited to, uploading or otherwise disseminatingviruses, spyware, worms or other malicious code.  The User agrees not tointerfere with the Company's mission, purpose, and business.

 

2.2 The User warrantsthat it shall not publish sensitive personal data on the Reeplayer Websiteand/or Ecosystem, including on its own Account or the Uploader’s Account.Sensitive personal data is defined under U.S. Law, and includes healthinformation related to a physical person.

 

2.3 The User shall notsell, license, distribute, copy, record, modify, publicly perform or display,transmit, publish or republish, including republication on another website,edit, adapt, create derivative works from, or otherwise make use of theMaterial and/or the Content that is not considered the User's property. If theUser, to the extent permitted by applicable statutory laws, records, downloadsor otherwise copies the Material and/or Content for personal and non-commercialuse, the User must retain all copyright, trademark, or other proprietarynotices. Reeplayer reserves all rights, including rights not expressly granted,in and to the Reeplayer Website and/or Ecosystem, the Services, the Material,and the Content.

 

2.4 Reeplayer reservesthe right to suspend, discontinue or modify any aspect of the Services at anytime, including the right to discontinue fully or partially the display of anyContent or linked or embedded content, and to prevent access to the ReeplayerWebsite or any Content from specific territories (geo-blocking).

 

2.5 The User is solelyresponsible for setting up the Reeplayer camera and tripod and taking thenecessary precautions to ensure that the Reeplayer camera and tripod is safelyset up. Reeplayer assumes no liability for any physical damage to persons orproperty caused by the Reeplayer camera or tripod set up by the User.

 

3. Accountability

3.1 To the extentpermitted by applicable law, the Reeplayer Ecosystem and Services are providedto the User on an “as is” basis without warranty of any kind.  Should theWebsite not be operational or the Services become unavailable, the Companyshall be clear of any liability from the User.  Loss of data is includedas a loss that shall be meritless against the Company.

 

3.2 In no event shallthe Company be liable for a business tort, loss of anticipated revenues orprofits, delays or otherwise for any type of damages, including, but notlimited to, consequential or punitive in nature.  Therefore, Reeplayer andits Users agree that, irrespective of the theory or cause of action upon whichsuch damages might be based, including but not limited to strict liability,negligence, breach of contract or warranty, those User rights are expresslywaived and acknowledged as never being applicable to damages in the Usercontractual relationship with the Company.  Moreover, Reeplayer shall notbe responsible or liable in any way for any loss or damage of any kind incurredas a result, or in connection with, the User’s failure to comply with the Termsof Use.

 

3.3 The Company’sliability under these Terms of Use shall be limited to the amount paid by theUser, if any, to the Company the last month prior to preceding the event ofloss. The User shall also indemnify, defend and hold harmless Reeplayer fromand against any losses, claims, liability, damages, attorney’s fees andexpenses, arising out of any third party claim due to or arising out of User’sviolation of these Terms of Use or use of Reeplayer equipment under unsafeconditions/circumstances.  User shall assume the expense that the Companyundertakes for its defense of any matter for which User is required toindemnify the Company, and agrees to cooperate with the Company’s defense ofthese claims.

 

3.4 Users shall have theunilateral right to cancel or close their Accounts.  Users are alsosubject to be permanently banned from the Service for violation of these Termsof Use or at the sole discretion of the Company.

 

4. Uploaders; Submissionof Content

4.1 The Uploaderacknowledges and agrees that the Reeplayer Website and/or Ecosystem is designedfor a purpose serving a particular community and interest, and that any Contentsubmitted conforms to such purpose.

 

4.2 By uploading Contentto the Reeplayer Website and/or Ecosystem, the Uploader hereby grants Reeplayera worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fullypaid-up, sub-licensable through multiple tiers and freely transferable right tocopy, use, reproduce, distribute, publish, translate, modify, create derivativeworks of, publicly display, publicly perform, sell, transfer, license, edit,modify, transmit, stream, broadcast, making publicly available and otherwiseexploit the Content on the Website and/or Ecosystem as well as on and throughthird-party distributions channels selected by Reeplayer, including withoutlimitation for promoting, advertising, redistributing and making available ondemand the Content and/or the Reeplayer Website or overall Reeplayer Ecosystem,in any media formats, media channels or medium now or hereafter devised, inwhole or in part, for any purposes. For the avoidance of doubt, the foregoinglicense includes, but is not limited to, the right to reproduce, distribute,display, perform, advertise, make derivative works from or otherwise exploitthe Content in proximity with or in connection with any third-party content andthe name, pseudonym, likeness, voice, handwriting and other characteristics ofany individual, in each case where such items are in included in Contentuploaded by the Uploader.

 

4.3 The Uploader issolely responsible for all of its Content and the consequences of publishingit, and the Uploader hereby acknowledges that the Reeplayer Website and/orEcosystem and the Services are merely providing the Uploader the technicalmeans to produce and distribute its Content. This specifically includes thatUploader is responsible for and must obtain necessary legal basis when filmingindividuals using the Reeplayer Camera and uploading Content to the ReeplayerWebsite according to relevant laws. Therefore, always be careful what Youpublish and make sure people featuring the Content have accepted such.Reeplayer will not be held responsible for Content without such consent, andUser agrees to indemnify Reeplayer fully, should such action arise.

 

4.4 Under no circumstanceswill Reeplayer assume any responsibility in the creation, arrangement,scheduling and promotion of Content, nor does Reeplayer monitor the submissionof Content to Reeplayer or the publication of Content on the Reeplayer Website.Reeplayer does not endorse any Content or any opinion, recommendation, oradvice expressed therein, and Reeplayer expressly disclaims any and allliability in connection with Content.

 

4.5 Reeplayer has theright, but not the obligation, to monitor the Content published on the ReeplayerWebsite, to determine compliance with these Terms of Use, any other agreementbetween the User and Reeplayer, and any operating rules established byReeplayer, as well as to satisfy any law, regulation, authorized governmentrequest, or trade association guideline. Reeplayer retains the right to edit,prohibit or remove any material submitted to or posted on the ReeplayerWebsite.

 

4.6 The Uploader herebyrepresents and warrants and covenants that:

 

(i) it is the owner ofor has the necessary licenses, rights, permissions, consents and waivers to useand to authorize Reeplayer to use and distribute its Content as necessary forReeplayer to exercise and exploit the rights and licenses granted by theUploader to Reeplayer pursuant to these Terms of Use;

 

(ii) its Content doesnot and shall not:

 

(a) infringe or otherwise violate any third-party right, includingany copyright, trademark, patent, trade secret, privacy right, right ofpublicity or personality, broadcasting right or any other intellectual propertyor proprietary right; or

 

(b) slander, defame, libel, invade or otherwise violate the rightof privacy, publicity, personality or other rights of any person or entity.

 

(iii) its Content willbe made available for display at the date and time scheduled by the Uploader;

 

(iv) its Content orsequential order of Content does not constitute a television or radio programmeservice in the form of a sequence of self-contained programmes continuouslyoffered and defined in time or is otherwise subject to statutory televisionbroadcasting requirement;

 

(v) its Content does notcontain any viruses, spyware, worms, or other malicious code or any content orfile that provides a method to access to potentially infringing content outsideof the Services;

 

(vi) its Content doesnot violate any laws or regulations or contain any falsehoods ormisrepresentations that could cause harm to Reeplayer or any third party; and

 

(vii) it will notcreate, post or upload any Content that is obscene, defamatory, libellous,threatening, pornographic, harassing, hateful, racially or ethnicallyoffensive, or encourages conduct that is deemed a criminal offence.

 

4.7 Uploader is awarethat some features on the Platform are created to provide other Users with theability to save and store Content on their own. This means that some Contentmay be stored and managed by other Users. Consequently, Users should always bediligent when sharing Content and assign rights to other Users as these actionsmay not be reversed.

 

4.8 Reeplayer reservesthe right to advertise its Website and Services or products and services ofthird parties on the Uploader's channel or together with Content.

 

4.9 Uploader has theoption to invite viewers to the Reeplayer Website (viewers will then have tocreate their own Account). If Uploader does so, Uploader is solely responsiblefor and shall only invite individuals that are thirteen (13) years of age orolder.

 

4.10 The Uploader is thedata controller and Reeplayer is the data processor in respect of Contentuploaded to and published by the Uploader on the Reeplayer Website as well asto any other personal data processed on the Uploader's Account on the ReeplayerWebsite. The Uploader and Reeplayer have therefore entered into a dataprocessing agreement governing Reeplayer's data processing activities on behalfof the Uploader in compliance with GDPR. The Uploader is specifically madeaware that the Reeplayer Website and/or Ecosystem, including the Uploader'sAccount, must not be used for processing of sensitive personal data as definedin GDPR article 9, which includes but is not limited to health informationrelated to a physical person. It is the Uploader's responsibility to ensurethat no sensitive personal data is processed on the Uploader's Account on theReeplayer Website.  Reeplayer explicitly reserves the right to assign itsdata processing and hosting duties to a third-party.

 

4.11 Notwithstandinganything to the contrary above, Reeplayer hereby notifies the Uploader and You,the Uploader, hereby accept that Content may be used by Reeplayer for its ownpurposes, e.g. marketing, development and optimization of Reeplayer’s systemsand algorithms. 

 

4.12 Uploaders and Userswill have the option of streaming other Uploader or User Content. When doingso, User (i.e. Uploaders and Viewers) hereby authorizes Reeplayer to broadcastand/or record your Content. Furthermore you acknowledge that Users hold thebroadcast rights to said event and indemnify the Company from any claims ofinfringement.  Uploaders may only publish Content that they have createdand produced and/or for which they own all the exploitation rights fordistributing on the Reeplayer Ecosystem. It is also prohibited to publishContent protected by copyright, such as music tracks, extracts of protectedContent or any other Content not created by the User for which they do not havethe necessary authorizations.

 

5. Viewers

5.1 Viewers have limitedaccess to the Reeplayer Website and/or Ecosystem and to Content, subject to thesole discretion of Reeplayer, available on-demand and live streaming.

 

5.2 Any use or access byanyone under the age of thirteen (13) is prohibited.

 

5.3 If a Viewer wants tounsubscribe from his or her Account, the Viewer must do so via the ReeplayerWebsite. Viewer Accounts that are not accessed or used for a period of twelve(12) months may be restricted or deleted at the discretion of Reeplayer. Thismay include any Content published by the Viewer.

 

7. Warranties 

7.1 To the extentpermitted by applicable law, the Reeplayer Website, the Services and theContent are provided to the User on an "as is" basis without warrantyof any kind. Reeplayer makes no representations about the reliability of thefeatures of this Website, the Content, the Material, or any other Websitefeature, and disclaims all liability in the event of any service failure. Useracknowledges that any reliance on such material or systems will be at his orher own risk. Reeplayer makes no representations regarding the amount of timethat any Content or Material will be preserved.  Reeplayer does notendorse, verify, evaluate or guarantee any information provided by Users andnothing shall be considered as an endorsement, verification or guarantee of anyContent. You shall not create or distribute information, including but notlimited to advertisements, press releases or other marketing materials, orinclude links to any sites which contain or suggest an endorsement by Reeplayerwithout the prior review and written approval of Reeplayer.

 

7.2 Without limiting thegenerality of the foregoing, Reeplayer disclaims to the extent permitted by lawany and all warranties, express or implied, including, without limitation, any(a) warranties of merchantability or fitness for a particular purpose, (b)warranties against infringement of any third party intellectual property orproprietary rights, (c) warranties relating to delays, interruptions, errors oromissions in the Services, particularly in any unannounced termination of theprovision of Content (d) warranties relating to the transmission or delivery ofthe Services, (e) warranties relating to the accuracy or completeness ofinformation or data in the Services, or (f) other warranties relating toperformance, non-performance, or other acts or omissions of Reeplayer.

 

8. LIMITATION OFLIABILITY

8.1 In no event shallReeplayer be liable for any loss of anticipated revenues or profits, delays orotherwise for any consequential, indirect or punitive losses or damages,whether or not foreseeable and irrespective of the theory or cause of actionupon which such damages might be based, including but not limited to strictliability, breach of warranty or otherwise. Loss of data is considered anindirect loss. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO A NEGLIGENTACT, WILL REEPLAYER OR ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY DAMAGE OF ANYKIND THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE WEBSITE ORCONTENT, EVEN IF  REEPLAYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES.

 

8.2 Reeplayer’sliability under or in conjunction with these Terms of Use under any title shallbe limited to the amount paid by the User, if any, to Reeplayer during themonth immediately preceding the event of damage.

 

9. Indemnity

9.1 Notwithstandinganything to the contrary in these Terms of Use, the User shall indemnify,defend and hold harmless Reeplayer from and against any losses, claims,damages, liabilities, including legal fees and expenses, arising out of anythird party claim due to or arising out of the User’s violation of these Termsof Use, including but not limited to a claim arising out of a breach of theUser’s representations or warranties made hereunder.

 

9.2 Reeplayer reservesthe right, at the User’s expense, to assume the exclusive defence and controlof any matter for which the User is required to indemnify Reeplayer, and theUser herewith agrees to cooperate with Reeplayer's defence of these claims.

 

10. Third-Party Sites

10.1 The ReeplayerWebsite and/or Ecosystem may contain links to websites or services operated,owned or controlled by other people or companies, (collectively"Third-party Services"). Third-party Services may have their ownterms of use and privacy policy or no terms of use or privacy policy at all.Reeplayer does not endorse any such Third-party Services or the information,material, products, or services contained on or accessible through Third-partyServices.

 

10.2 Access and use ofThird-party Services, including the information, material, products, andservices on or available through Third-party Services is solely at the User’sown risk.

 

11. Updates of Terms ofUse and Services

11.1 Reeplayer reservesthe right, at Reeplayer’s sole discretion, to make changes to the Terms of Useand any policy from time to time by posting the amended terms of use or policyon the Reeplayer Website. If the User does not agree to such modifications, theUser shall notify Us that User does not agree to the updated terms and muststop using the Reeplayer Website and the Services immediately.. The User’scontinued use of the Reeplayer Website and/or Ecosystem and the Service willconstitute the User’s acceptance of such modifications. Reeplayer shall updateYou via e-mail and/or newsletters.

 

12. Miscellaneous

12.1 As a part of theServices, Reeplayer may – and User agrees that Reeplayer may send You updatesto the functionality and information about new features for the Platform.

 

12.2 These Terms of Usecontain the entire agreement between Reeplayer and Users concerning the User’suse of the Reeplayer Website and/or Ecosystem and the Services and completelyreplace any prior agreements on the subject-matter. These Terms constitute abinding agreement between you (User) and Reeplayer, and shall be accepted byYou upon Your use of the Reeplayer Website and/or Ecosystem or YourAccount.  They are in supplement and complement to any Privacy Policy andSubscription Agreement You may enter into and/or sign.

 

12.3 The User may notnovate or assign any of its rights or obligations under these Terms of Usewithout the prior written consent of Reeplayer. Reeplayer may at its discretionassign or novate these Terms of Use or any rights or obligations hereunder toany third party at any time without notice to User.

 

12.4 If one or more ofthe provisions of these Terms of Use are declared invalid or unenforceable as aresult of current mandatory legislation or legal instruments issued by publicauthorities or decisions made by public authorities, the Reeplayer and the Useragree that the other provisions of the Terms of Use will be severed and remaineffective. The invalid provision shall be replaced by a valid one, whichachieves to the extent possible the original purpose and commercial goal andintent of the invalid provision.

 

12.5 The failure ofReeplayer to comply with these Terms because of an act of God, war, fire, riot,terrorism, earthquake, lockdown, epidemic, pandemic, actions of federal, stateor local governmental authorities or for any other reason beyond the reasonablecontrol of Reeplayer, shall not be deemed a breach of these Terms.

 

12.6 If Reeplayer failsto act with respect to User’s breach or anyone else's breach on any occasion,Reeplayer shall not waive its right to act with respect to future or similarbreaches.

 

13. Governing Law

13.1 These Terms of Useand the relationship between Reeplayer and each User shall be governed by andwill be interpreted in accordance with the laws of Delaware without regard toconflicts of laws principles. Notwithstanding this, Reeplayer shall still beallowed to apply for injunctive remedies (or other equivalent types of urgentlegal remedy) in any jurisdiction.

 

13.2 PLEASE READ THIS SECTION CAREFULLY! IT MAYSIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS INCLUDING YOUR RIGHT TO FILE A LAWSUITAND TO HAVE A JURY HEAR YOUR CLAIMS.

 

You, the User, andReeplayer agree to resolve any claims relating to these Terms of Use or thePrivacy Policy through final and binding arbitration under the AmericanArbitration Associations Rules for Arbitration of Consumer-Related Disputes andYou, the User, and We, Reeplayer, hereby expressly waive trial by jury. To begin an arbitration proceeding, You, the User must send a letter requestingarbitration and describing your claim to Reeplayer’s corporate agent.

 

PLEASE BE AWARE THATDISCOVERY RIGHTS AND RIGHTS TO APPEAL ARE GENERALLY MORE LIMITED THAN IN ALAWSUIT, AND OTHER RIGHTS YOU WOULD HAVE IN COURT MAY NOT BE AVAILABLE INARBITRATION.  There is no judge or jury in arbitration, and court reviewof an arbitration award is limited.  However an arbitrator can award on anindividual basis the same damages and relief as a court and must follow theseTerms of Use as a court would.

 

As an alternative, You,the User, may bring your claim in a Los Angeles county “small claims” court, ifpermitted by that small claims court’s rules and if within such court’sjurisdiction.  You may bring claims only on Your own behalf.  NeitherYou nor We will participate in a class action or class-wide arbitration for anyclaims covered by this agreement to arbitrate (in any state).  YOU AREGIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBERON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING TO CLASS ARBITRATION ORANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.