Virect Terms and Conditions

Acceptance of Terms and Conditions

Welcome to Virect. Please review the following Terms and Conditions. Virect requires that all users of www.virect.com and its related services agree to the terms set forth herein. The terms set forth govern your access to and use of the Virect Website located at www.virect.com and all other services provided by Virect. By utilizing the Virect Website and its services, including, but not limited to, browsing the Website or contributing content, information, or other materials or services to the site, you agree to be bound by this agreement. If you are accessing or using the Virect services on behalf of another person or a corporate entity, you represent and warrant that you have the authority to bind such person or entity to the terms herein.

If you do not agree to all the terms and conditions of this agreement, then you may not access the Website or use any of the Virect services. If these terms and conditions are considered an offer by Virect, acceptance is expressly limited to these terms. The Website and associated services are available only to individuals who are at least 13 years old.

The Website is owned and operated by Virect Inc. The Website and associated services is offered subject to your acceptance without modification of all of the terms and conditions contained herein and all other operating rules, policies, and procedures that may be published from time to time on this Website by Virect (collectively, the “Agreement”).

Virect’s Website and services are provided solely to: (1) assist Content Producers in gathering information about the various types of Job opportunities and Job Initiators available through Virect, including profiles, price ranges, and Job descriptions; (2) enable Content Producers to post information regarding themselves and to respond to any Job Opportunities; (3) post reviews of Job Initiators; (4) facilitate communication with Job Initiators with the objective of entering into Job Agreements with Content Producers; and (5) facilitate the transmission of payments from the Job Initiator to the Content Producer under a Job Agreement.

Summary of Service

Virect is a self-service marketplace for video production. Virect connects businesses in need of audiovisual works with producers of audiovisual content. Virect’s services are designed to make this process more efficient, by saving time and enhancing organization—all in a user-friendly interface.

USER RESPONSIBILITIES

Your Virect.com Account

You are responsible for maintaining the security of your account and listing. You are fully responsible for all activities that occur under the account and any other actions taken in connection with the information you provide. You shall keep your account information secure, and you shall not collect or harvest any personal data of any other user of Virect. Virect reserves the right to disable any user account issued to you at any time in Virect’s sole discretion. You must not describe or assign keywords to your posts/activities in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others. Virect may change or remove any description or keyword that it considers inappropriate or unlawful, or otherwise likely to cause Virect liability.

You must immediately notify Virect of any unauthorized uses of your account or any other breaches of security. Virect is not liable for your acts or omissions, including damages incurred as a result of such acts or omissions.

Virect retains the right, at its sole discretion, to deny access to anyone, at any time and for any reason, including, but not limited to, for violation of these terms. You shall cease and desist from any such access or use immediately upon request by Virect.

Job Agreements with Job Initiators

Virect permits Content Producers to view the profiles of Job Initiators who have registered with Virect. If a Job Initiator selects a Content Producer for a particular Job through Virect, the two parties may separately enter into an agreement on such terms and conditions as may be agreed upon.

For example, the Job Agreement may contain (a) a description of the services the Content Producer will provide to the Job Initiator, (b) payment terms, and (c) any other terms and conditions as communicated between the parties through Virect or otherwise. The Content Producer understands that he/she is performing services for the Job Initiator, and not Virect, and that Virect is not a party to and will be in no way responsible for the performance of either party under any Job Agreement, except for facilitating the transmission of payment from the Job Initiator to the Content Producer in accordance with these Terms and Conditions. Both parties agree to act in good faith when negotiating and performing their respective obligations under each Job Agreement.

If Content Producer enters into a Job Agreement other than through the use of Virect, Content Producer will notify Virect within seven (7) days of the date of such Job Agreement.

Facilitation of Payments

All charges on Virect are facilitated through Stripe Connect, a third-party payment processing service. Virect users must agree and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service. Virect users must expressly consent to this Stripe Connected Account Agreement and Terms of Service. By agreeing to this Agreement, or continuing to operate as a User of Virect and its services, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Virect enabling payment processing services through Stripe, you agree to provide Virect accurate and complete information about you and your business, and you authorize Virect to share it and transaction information related to your use of the payment processing services provided by Stripe.

Payment Fees

Job Initiator shall pay Virect a fee that is equal to 10% of the amounts payable by Job Initiator in connection with each Job Agreement or, if no amounts are payable by Job Initiator in connection with a Job Agreement, Job Initiator shall pay Virect an amount as determined by the then current fee schedule that can be found on the Virect Website. If payment in connection with Job Agreement by Job Initiator is made other than through Virect, Job Initiator shall pay Virect the Fee within fifteen (15) days of such payment. Job Initiator shall make payment to Virect even if the Content Producer fails to perform fully or partially under the Job Agreement.

Virect may facilitate the transmission of payments from Job Initiator to the Content Producer in connection with a Job Agreement (“Facilitated Payment”). Content Producer hereby authorizes Virect to deduct the Fee from any such Facilitated Payment prior to transferring the remaining funds from the Job Initiator to the Content Producer.

Payment processing services for creators on Virect are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to these terms or continuing to operate as a creator on Virect, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Virect enabling payment processing services through Stripe, you agree to provide Virect accurate and complete information about you and your business, and you authorize Virect to share it and transaction information related to your use of the payment processing services provided by Stripe.

Facilitated Payments Withholding Consent

If Virect facilitates the transmission of any payments from the Job Initiator to the Content Producer in connection with a Job Agreement, Virect may in its sole discretion withhold from any such facilitated payment any amounts that are payable to Virect by the applicable Job Initiator in connection with that Job Agreement.

Virect is not a trustee or fiduciary to either party in respect of any facilitated payments or any Job Agreements. Virect reserves the right, at its sole discretion, to place a hold on a facilitated payment, if Virect determines that the funds may be subject to a breach of applicable law (e.g. fraud or money laundering), or if Virect is required to cooperate with law enforcement.

Data Submitted into System

Virect does not claim ownership of the data that a user posts or uploads, inputs or submits. By posting, uploading, inputting, providing or submitting submissions, user grants Virect, its affiliated companies and necessary sublicensee’s permission to use the submissions in connection with the operation of their business including, without limitation, the rights to: copy, backup, transmit, reproduce, edit, translate and reformat the submissions.

By posting, uploading, inputting, providing or submitting submissions, User warrants and represents that it owns or otherwise controls all of the rights to the Submissions as described in this section including, without limitation, all the rights necessary to provide, post, upload, input or submit the submissions. Users are entirely responsible for the content, in any form (text, graphics, audio files, software, etc.), submitted, and any resultant harm therefrom.

Restrictions

Users shall not modify, copy, duplicate, reproduce, disassemble, decompile, license or sublicense Virect services and products provided, including but not limited to, the Virect Website and all related webpages.

General Representation and Warranty

User represents and warrants that (i) your use of the Website and its related services will be in strict accordance with the Virect terms and conditions, with this Agreement and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Website will not infringe or misappropriate the intellectual property rights of any third party.

As a condition of your use of the Virect Website and its associated services, User warrants to Virect that it will not use its Website and services for any purpose that is unlawful or prohibited by these terms, conditions, and notices. User may not use the Website and services in any manner which could damage, disable, overburden, or impair or interfere with any other party's use and enjoyment. User may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for by Virect.

By making Content available, user represents and warrants that, the Content does not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party. If your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content; you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms; the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content; the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing); the Content is not pornographic, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party; your listing is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and web sites, and similar unsolicited promotional methods; your listing is not named in a manner that misleads your readers into thinking that you are another person or company.

By submitting Content to Virect for inclusion on your Website, you grant Virect a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting your listing(s).

If you delete Content, Virect will use reasonable efforts to remove it from the Website, but you acknowledge that caching or references to the Content may not be made immediately unavailable. Without limiting any of those representations or warranties, Virect has the right to, in Virect’s sole discretion (i) refuse or remove any content that, in Virect’s reasonable opinion, violates any Virect policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website to any individual or entity for any reason, in Virect’s sole discretion. Virect will have no obligation to provide a refund of any amounts previously paid.

Responsibility of Website Visitors

Virect has not reviewed, and cannot review, all of the material, including computer software, submitted to the Website and its related services, and cannot therefore be responsible for that material’s content, use, or effects. Virect does not represent or imply that it endorses the material posted by Users, or that it believes such material to be accurate, useful or non-harmful.

Visitors are responsible for taking the precautions necessary to protect themselves and their computer systems from malicious software and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Virect will make best efforts to ensure that offending material is not included through its Website and services, but disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.

Content and Links of Third Party Websites

Virect may contain links to other Websites. These sites are not under the control of Virect. Therefore Virect cannot be responsible for the content on these third party Websites. Virect is providing these links to Users only as a convenience, and the inclusion of any link does not imply endorsement by Virect of the site or any association with its operators.

Virect cannot review all of the material, including computer software, made available through the third party Websites to which Virect links. Virect does not have any control over those third party Websites, and is not responsible for their contents or their use. By linking to a third party Website, Virect does not represent or imply that it endorses such Website. Virect explicitly disclaims any responsibility for any harm resulting from your use of the linked third party Websites.

LIMITATIONS AND DISCLAIMERS

Warranty Disclaimer

VIRECT MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED IN THE SYSTEM FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SYSTEM, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. PROVIDER AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD TO THIS SYSTEM, INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

The Website is provided “as is.” Virect disclaims all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Virect does not make any warranty that the Website will be error free or that access thereto will be continuous or uninterrupted.

Limitation of Liability

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. VIRECT AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SYSTEM AT ANY TIME. ADVICE RECEIVED VIA THE SYSTEM SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS. USERS SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO THEIR SPECIFIC SITUATION.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VIRECT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, MISUSE OR INACCURACY OF DATA, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SYSTEM, WITH THE DELAY OR INABILITY TO USE THE SYSTEM OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SYSTEM, OR OTHERWISE ARISING OUT OF THE USE OF THE SYSTEM, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF PROVIDER OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO A USER. IF USER IS DISSATISFIED WITH ANY PORTION OF THE SYSTEM, OR WITH ANY OF THESE TERMS OF USE, USER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SYSTEM.

Virect shall not be held liable for loss or corruption of data, as above, caused due to interruptions or other defects in backup. Furthermore, Virect shall not be responsible for backup of User’s data on a regular basis. It is advised that User may adopt its own procedures for backup of its data if it requires regular or frequent backups.

Virect will not be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Virect under this agreement during the twelve (12) month period prior to the cause of action. Virect shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.

Indemnification

You agree to indemnify and hold Virect (its contractors, licensors, and their respective directors, officers, employees, and agents) harmless from any loss, liability, claim, or demand, including reasonable attorney’s fees, made or incurred by any third party due to or arising (directly or indirectly) out of your use of the Website and its services, or arising from your breach of this Agreement.

You are solely responsible for your interactions with merchants and other users of the Website. To the extent permitted under applicable laws, you hereby release Virect from any and all claims or liability related to any product or service of a merchant, any action or inaction by merchant, including merchant’s failure to comply with applicable law, and any conduct or speech, whether online or offline, of any other user.

MISCELLANEOUS

Intellectual Property

This Agreement does not transfer from Virect to you any Virect or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Virect. Virect, Virect, Virect.com, the Virect.com logo, and all other trademarks, service marks, graphics and logos used in connection with Virect.com and its services are trademarks or registered trademarks of Virect or Virect’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website grants you no right or license to reproduce or otherwise use any Virect or third-party trademarks and copyrights.

Modifications to Terms of Service

Virect reserves the right, at its sole discretion, to modify, add or remove portions of this Agreement at any time. Please check this Agreement periodically for changes. Your continued use of or access to the Website and/or its related services following the posting of any changes to this Agreement constitutes your binding acceptance of such changes. Virect may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to the terms of this Agreement.

Termination

Virect may terminate these Terms and Conditions at any time. Without limiting the foregoing, Virect shall have the right to immediately terminate or suspend any of your passwords or accounts in the event Virect considers, in its sole discretion, any of your conduct to be unacceptable, or in the event you breach this Agreement. Virect may terminate your access to all or any part of the Website and services at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate this Agreement or your Virect account, you may cancel your account. Notwithstanding the foregoing, if you have a paid account, such account can only be terminated by Virect if you materially breach this Agreement and fail to cure such breach within thirty (30) days from Virect notice to you thereof; provided that, Virect can terminate the Website immediately as part of a general shut down of our service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Governing Law and Venue

This Agreement shall be construed and enforced in accordance with the laws of the state of California. Any legal proceeding shall be in the County of Santa Clara. In case of legal action, the prevailing party shall be entitled to reasonable attorney’s fees in addition to any other relief to which the party may be entitled.

Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under this Agreement shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Mountain View, California, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees. If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. You may assign your rights under this Agreement to any party that consents to, and agrees to be bound by, its terms and conditions; Virect may assign its rights under this Agreement without condition. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

Entire Agreement, Severability

This Agreement, accepted upon your access and use of the Website and its associated services, and further affirmed by becoming a User, contains the entire agreement between you and Virect regarding the use of the Virect Website and services. This Agreement may not be orally amended, and may only be modified by a written amendment signed by an authorized executive of Virect, or by the posting by Virect of a revised version. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

No Implied Waiver

Either party's failure to insist in any one or more instances for strict performance by the other party of any of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof.

Advertising

Virect reserves the right to display advertisements on its Website, any related Virect webpages, and services.

Availability of the Site

Features or services available within the Website may be discontinued at any time without notice.

Headings

Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.

Last updated: May 23, 2015

Please contact us at help@Virect.com with any questions regarding these Terms and Conditions.