REEPLAYER WEBSITE TERMS OF USE
LEGAL DISCLAIMER
The following terms governs 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 do not 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 reception of audio-visual content recorded on a Reeplayer Camera ("Content") byway of streaming and/or subsequent download, or streaming through the means of a 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 and publishing Content (singularly as “Uploader”) (collectively as the"Services"). These terms also apply to Users’ on any other Reeplayer platforms directly or indirectly related to the Reeplayer Ecosystem-- i.e., without limitation, mobile application (together with the Reeplayer Website and Services referred to as and constitute the “Reeplayer Ecosystem”).For the purpose of these Terms of Use, each Viewer and Uploader are considered a “User” (collectively the “Users”). By accessing the Reeplayer Website and/orEcosystem, registering for an Account on the Reeplayer Website and/or Ecosystem or 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 the Reeplayer 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 have accrued 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 hereby represents and warrants to Reeplayer that User is at least thirteen (13) years of age or otherwise at least the required age in the User’s jurisdiction for entering into and performing legal agreements on his or her own behalf or on behalf of the person or entity that User is legally representing. The foregoing not withstanding, no Users under the age of thirteen (13) shall be permitted under any circumstances to use Services in the Reeplayer Ecosystem. User also confirms that User has read and agreed and consented to Reeplayer’s Privacy Policy and Cookies Policy.
1.3 The User may not access the Reeplayer Website/Ecosystem or use the Services: if the User does not accept these Terms of Use; if the User is not of legal age to form a binding contract with Reeplayer; if a person who is either barred or otherwise legally prohibited from receiving or using the Reeplayer Website/Ecosystem orServices under applicable law. On certain areas of the Reeplayer Website, You may be given the ability to provide Us with personally identifiable information. Please read Our Privacy Policy for more information about Our information collection and use practices.
1.4 When accessing the Reeplayer Website, subscribing or signing up for an Account, or using theServices, the User will be subject to additional policies made available on the Reeplayer Website and/or Ecosystem, including, but not limited to, Reeplayer’s Privacy Policy, Data Processing Agreement, Subscription Agreement, LicenseAgreement, etc. (depending on what may apply to You specifically). If applicable, all such policies are hereby incorporated by reference into theseTerms of Use. In the case of any inconsistency between these Terms of Use and any such policy, these Terms of Use may prevail.
2. Restrictions andSafeguards
2.1 In order to gain full access to the Reeplayer Ecosystem, Users must create an Account. The Account is personal to the User and the User is solely responsible for any and all activity that occurs under its Account. Please notify Reeplayer immediately if there are any irregularities with an Account. When creating the Account, the User is required to provide accurate and complete information. The User hereby represents, warrants and covenants that it does not, and will not, use the Services or the Reeplayer Website and/or Ecosystem:
(a) to impersonate another 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 purpose other than to access the Website and/or Ecosystem and Services as offered by Reeplayer;
(c) to bypass, disable or otherwise interfere with security related features of the Reeplayer Website and/or Ecosystem or the Services or features that prevent, limit, or restrict the access to the Reeplayer Website and/or Ecosystem and/or the use or re-production of any Content or any other material on the Reeplayer Ecosystem(i.e. “Material”);
(d) to delete or modify notices regarding copyright or other proprietary rights on the Material or anyContent
(f) for any illegal purpose in any jurisdiction;
(g) collect, disseminate, or otherwise use personal information about Users or any other third parties without their and Reeplayer’s consent, or in violation of any applicable law;
(h) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code in any of the Software, Firmware, or Hardware; or
(i) interfere with or damage the operation of the Services or any User's enjoyment of them by any means, including, but not limited to, uploading or otherwise disseminating viruses, spyware, worms or other malicious code. The User agrees not to interfere with the Company's mission, purpose, and business.
2.2 The User warrants that it shall not publish sensitive personal data on the Reeplayer Website and/or Ecosystem, including on its own Account or the Uploader’s Account.Sensitive personal data is defined under U.S. Law, and includes health information related to a physical person.
2.3 The User shall not sell, 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, downloads or otherwise copies the Material and/or Content for personal and non-commercial use, the User must retain all copyright, trademark, or other proprietary notices. 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 reserves the 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 Reeplayer Website 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 extent permitted by applicable law, the Reeplayer Ecosystem and Services are provided to the User on an “as is” basis without warranty of any kind. Should theWebsite not be operational or the Services become unavailable, the Company shall be clear of any liability from the User. Loss of data is included as a loss that shall be meritless against the Company.
3.2 In no event shall the Company be liable for a business tort, loss of anticipated revenues or profits, delays or otherwise for any type of damages, including, but not limited to, consequential or punitive in nature. Therefore, Reeplayer and its Users agree that, irrespective of the theory or cause of action upon which such damages might be based, including but not limited to strict liability, negligence, breach of contract or warranty, those User rights are expressly waived and acknowledged as never being applicable to damages in the User contractual relationship with the Company. Moreover, Reeplayer shall not be responsible or liable in any way for any loss or damage of any kind incurred as a result, or in connection with, the User’s failure to comply with the Terms of Use.
3.3 The Company’s liability 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 of loss. The User shall also indemnify, defend and hold harmless Reeplayer from and against any losses, claims, liability, damages, attorney’s fees and expenses, arising out of any third party claim due to or arising out of User’s violation of these Terms of Use or use of Reeplayer equipment under unsafe conditions/circumstances. User shall assume the expense that the Company undertakes for its defense of any matter for which User is required to indemnify the Company, and agrees to cooperate with the Company’s defense of these claims.
3.4 Users shall have the unilateral right to cancel or close their Accounts. Users are also subject to be permanently banned from the Service for violation of these Terms of Use or at the sole discretion of the Company.
4. Uploaders; Submission of Content
4.1 The Uploader acknowledges and agrees that the Reeplayer Website and/or Ecosystem is designed for a purpose serving a particular community and interest, and that any Content submitted conforms to such purpose.
4.2 By uploading Content to the Reeplayer Website and/or Ecosystem, the Uploader hereby grants Reeplayer a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, fully paid-up, sub-licensable through multiple tiers and freely transferable right to copy, use, reproduce, distribute, publish, translate, modify, create derivative works of, publicly display, publicly perform, sell, transfer, license, edit, modify, transmit, stream, broadcast, making publicly available and otherwise exploit the Content on the Website and/or Ecosystem as well as on and through third-party distributions channels selected by Reeplayer, including without limitation for promoting, advertising, redistributing and making available on demand the Content and/or the Reeplayer Website or overall Reeplayer Ecosystem, in any media formats, media channels or medium now or hereafter devised, in whole or in part, for any purposes. For the avoidance of doubt, the foregoing license includes, but is not limited to, the right to reproduce, distribute, display, perform, advertise, make derivative works from or otherwise exploit the Content in proximity with or in connection with any third-party content and the name, pseudonym, likeness, voice, handwriting and other characteristics of any individual, in each case where such items are in included in Content uploaded by the Uploader.
4.3 The Uploader is solely responsible for all of its Content and the consequences of publishing it, and the Uploader hereby acknowledges that the Reeplayer Website and/orEcosystem and the Services are merely providing the Uploader the technical means to produce and distribute its Content. This specifically includes thatUploader is responsible for and must obtain necessary legal basis when filming individuals using the Reeplayer Camera and uploading Content to the Reeplayer Website according to relevant laws. Therefore, always be careful what You publish 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 circumstances will Reeplayer assume any responsibility in the creation, arrangement, scheduling and promotion of Content, nor does Reeplayer monitor the submission of Content to Reeplayer or the publication of Content on the Reeplayer Website.Reeplayer does not endorse any Content or any opinion, recommendation, or advice expressed therein, and Reeplayer expressly disclaims any and all liability in connection with Content.
4.5 Reeplayer has the right, but not the obligation, to monitor the Content published on the Reeplayer Website, to determine compliance with these Terms of Use, any other agreement between the User and Reeplayer, and any operating rules established by Reeplayer, as well as to satisfy any law, regulation, authorized government request, or trade association guideline. Reeplayer retains the right to edit, prohibit or remove any material submitted to or posted on the Reeplayer Website.
4.6 The Uploader hereby represents and warrants and covenants that:
(i) it is the owner of or has the necessary licenses, rights, permissions, consents and waivers to use and to authorize Reeplayer to use and distribute its Content as necessary for Reeplayer to exercise and exploit the rights and licenses granted by theUploader to Reeplayer pursuant to these Terms of Use;
(ii) its Content does not and shall not:
(a) infringe or otherwise violate any third-party right, including any copyright, trademark, patent, trade secret, privacy right, right of publicity or personality, broadcasting right or any other intellectual property or proprietary right; or
(b) slander, defame, libel, invade or otherwise violate the right of privacy, publicity, personality or other rights of any person or entity.
(iii) its Content will be made available for display at the date and time scheduled by the Uploader;
(iv) its Content or sequential order of Content does not constitute a television or radio programme service in the form of a sequence of self-contained programmes continuously offered and defined in time or is otherwise subject to statutory television broadcasting requirement;
(v) its Content does not contain any viruses, spyware, worms, or other malicious code or any content or file that provides a method to access to potentially infringing content outside of the Services;
(vi) its Content does not violate any laws or regulations or contain any falsehoods or misrepresentations that could cause harm to Reeplayer or any third party; and
(vii) it will not create, post or upload any Content that is obscene, defamatory, libellous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that is deemed a criminal offence.
4.7 Uploader is aware that some features on the Platform are created to provide other Users with the ability to save and store Content on their own. This means that some Content may be stored and managed by other Users. Consequently, Users should always be diligent when sharing Content and assign rights to other Users as these actions may not be reversed.
4.8 Reeplayer reservesthe right to advertise its Website and Services or products and services of third parties on the Uploader's channel or together with Content.
4.9 Uploader has the option to invite viewers to the Reeplayer Website (viewers will then have to create their own Account). If Uploader does so, Uploader is solely responsible for and shall only invite individuals that are thirteen (13) years of age or older.
4.10 The Uploader is the data controller and Reeplayer is the data processor in respect of Content uploaded to and published by the Uploader on the Reeplayer Website as well as to any other personal data processed on the Uploader's Account on the Reeplayer Website. The Uploader and Reeplayer have therefore entered into a data processing agreement governing Reeplayer's data processing activities on behalf of the Uploader in compliance with GDPR. The Uploader is specifically made aware that the Reeplayer Website and/or Ecosystem, including the Uploader'sAccount, must not be used for processing of sensitive personal data as defined in GDPR article 9, which includes but is not limited to health information related to a physical person. It is the Uploader's responsibility to ensure that no sensitive personal data is processed on the Uploader's Account on the Reeplayer Website. Reeplayer explicitly reserves the right to assign its data processing and hosting duties to a third-party.
4.11 Notwithstanding anything to the contrary above, Reeplayer hereby notifies the Uploader and You, the Uploader, hereby accept that Content may be used by Reeplayer for its own purposes, e.g. marketing, development and optimization of Reeplayer’s systems and algorithms.
4.12 Uploaders and Users will have the option of streaming other Uploader or User Content. When doing so, User (i.e. Uploaders and Viewers) hereby authorizes Reeplayer to broadcast and/or record your Content. Furthermore you acknowledge that Users hold the broadcast rights to said event and indemnify the Company from any claims of infringement. Uploaders may only publish Content that they have created and produced and/or for which they own all the exploitation rights for distributing 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 have the necessary authorizations.
5. Viewers
5.1 Viewers have limited access to the Reeplayer Website and/or Ecosystem and to Content, subject to the sole discretion of Reeplayer, available on-demand and live streaming.
5.2 Any use or access by anyone under the age of thirteen (13) is prohibited.
5.3 If a Viewer wants to unsubscribe from his or her Account, the Viewer must do so via the Reeplayer Website. 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. This may include any Content published by the Viewer.
7. Warranties
7.1 To the extent permitted by applicable law, the Reeplayer Website, the Services and theContent are provided to the User on an "as is" basis without warranty of any kind. Reeplayer makes no representations about the reliability of the features of this Website, the Content, the Material, or any other Website feature, and disclaims all liability in the event of any service failure. User acknowledges that any reliance on such material or systems will be at his or her own risk. Reeplayer makes no representations regarding the amount of time that any Content or Material will be preserved. Reeplayer does not endorse, verify, evaluate or guarantee any information provided by Users and nothing shall be considered as an endorsement, verification or guarantee of anyContent. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which contain or suggest an endorsement by Reeplayer without the prior review and written approval of Reeplayer.
7.2 Without limiting the generality of the foregoing, Reeplayer disclaims to the extent permitted by law any 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 or proprietary rights, (c) warranties relating to delays, interruptions, errors or omissions in the Services, particularly in any unannounced termination of the provision of Content (d) warranties relating to the transmission or delivery of the Services, (e) warranties relating to the accuracy or completeness of information or data in the Services, or (f) other warranties relating to performance, non-performance, or other acts or omissions of Reeplayer.
8. LIMITATION OF LIABILITY
8.1 In no event shall Reeplayer be liable for any loss of anticipated revenues or profits, delays or otherwise for any consequential, indirect or punitive losses or damages, whether or not foreseeable and irrespective of the theory or cause of action upon which such damages might be based, including but not limited to strict liability, breach of warranty or otherwise. Loss of data is considered an indirect loss. UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO A NEGLIGENT ACT, WILL REEPLAYER OR ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY DAMAGE OF ANY KIND THAT RESULTS FROM THE USE OF, OR THE INABILITY TO USE, THE WEBSITE OR CONTENT, EVEN IF REEPLAYER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8.2 Reeplayer’s liability under or in conjunction with these Terms of Use under any title shall be limited to the amount paid by the User, if any, to Reeplayer during the month immediately preceding the event of damage.
9. Indemnity
9.1 Notwithstanding anything 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 any third party claim due to or arising out of the User’s violation of these Terms of Use, including but not limited to a claim arising out of a breach of theUser’s representations or warranties made hereunder.
9.2 Reeplayer reserves the right, at the User’s expense, to assume the exclusive defence and control of 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 Reeplayer Website 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 own terms 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, and services on or available through Third-party Services is solely at the User’s own risk.
11. Updates of Terms ofUse and Services
11.1 Reeplayer reserves the right, at Reeplayer’s sole discretion, to make changes to the Terms of Use and any policy from time to time by posting the amended terms of use or policy on 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 must stop using the Reeplayer Website and the Services immediately.. The User’s continued use of the Reeplayer Website and/or Ecosystem and the Service will constitute the User’s acceptance of such modifications. Reeplayer shall updateYou via e-mail and/or newsletters.
12. Miscellaneous
12.1 As a part of the Services, Reeplayer may – and User agrees that Reeplayer may send You updates to the functionality and information about new features for the Platform.
12.2 These Terms of Use contain the entire agreement between Reeplayer and Users concerning the User’s use of the Reeplayer Website and/or Ecosystem and the Services and completely replace any prior agreements on the subject-matter. These Terms constitute a binding 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 not novate or assign any of its rights or obligations under these Terms of Use without the prior written consent of Reeplayer. Reeplayer may at its discretion assign or novate these Terms of Use or any rights or obligations hereunder to any third party at any time without notice to User.
12.4 If one or more of the provisions of these Terms of Use are declared invalid or unenforceable as a result of current mandatory legislation or legal instruments issued by public authorities or decisions made by public authorities, the Reeplayer and the User agree that the other provisions of the Terms of Use will be severed and remain effective. The invalid provision shall be replaced by a valid one, which achieves to the extent possible the original purpose and commercial goal and intent of the invalid provision.
12.5 The failure of Reeplayer to comply with these Terms because of an act of God, war, fire, riot, terrorism, earthquake, lockdown, epidemic, pandemic, actions of federal, state or local governmental authorities or for any other reason beyond the reasonable control of Reeplayer, shall not be deemed a breach of these Terms.
12.6 If Reeplayer fails to 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 similar breaches.
13. Governing Law
13.1 These Terms of Use and the relationship between Reeplayer and each User shall be governed by and will be interpreted in accordance with the laws of Delaware without regard to conflicts of laws principles. Notwithstanding this, Reeplayer shall still be allowed to apply for injunctive remedies (or other equivalent types of urgent legal remedy) in any jurisdiction.
13.2 PLEASE READ THIS SECTION CAREFULLY! IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS INCLUDING YOUR RIGHT TO FILE A LAWSUIT AND TO HAVE A JURY HEAR YOUR CLAIMS.
You, the User, and Reeplayer 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 requesting arbitration and describing your claim to Reeplayer’s corporate agent.
PLEASE BE AWARE THAT DISCOVERY RIGHTS AND RIGHTS TO APPEAL ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS YOU WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However an arbitrator can award on an individual 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, if permitted by that small claims court’s rules and if within such court’s jurisdiction. You may bring claims only on Your own behalf. NeitherYou nor We will participate in a class action or class-wide arbitration for any claims covered by this agreement to arbitrate (in any state). YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING TO CLASS ARBITRATION ORANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
