Terms and Conditions – Social Media Video Production

Welcome to Vidaken Media!

These Terms and Conditions outline the rules and regulations for the use of Vidaken Media’s Website, located at www.vidakenmedia.com.

By accessing this website we assume you accept these terms and conditions. Do not continue to use Vidaken Media if you do not agree to take all of the Terms and Conditions stated on this page.

The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and all Agreements: “Client”, “You” and “Your” refers to you. “The Company”, “Ourselves”, “We”, “Our” and “Us”, refers to our Company. “Party”, “Parties”, or “Us”, refers to both the Client and ourselves. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner for the express purpose of meeting the Client’s needs in respect of provision of the Company’s stated services, in accordance with and subject to, prevailing law of the State of California, USA. Any use of the above terminology or other words in the singular, plural, capitalization and/or he/she or they, are taken as interchangeable and therefore as referring to same.

AT THE TIME YOU ENROLL AS A VIDAKEN MEDIA AFFILIATE, CLIENT OR CUSTOMER, YOU AGREE TO ACCEPT AND ABIDE BY ALL THE FOLLOWING TERMS AND CONDITIONS AND DISCLAIMERS, AND ALSO THAT YOU UNDERSTAND AND AGREE TO:
THE VIDAKEN MEDIA RETURN and REFUND POLICY
THE VIDAKEN MEDIA INCOME DISCLAIMER
THE VIDAKEN MEDIA DO NOT DISSEMINATE POLICY, and
THE VIDAKEN MEDIA PRIVACY POLICY

GENERAL TERMS AND BINDING EFFECT OF THIS AGREEMENT.

You are at least 18 years old and legally able to enter into this Agreement.
This is a binding legal agreement. As a VIDAKEN MEDIA Affiliate, Client, or Customer and at all times you use or have access to the VIDAKEN MEDIA website or any related materials, Products or Services, you agree to abide by these Terms and Conditions, including any modifications or amendments as may be added from time to time, at VIDAKEN MEDIA’s sole discretion.

COOKIES

We employ the use of cookies. By accessing Vidaken Media, you agreed to use cookies in agreement with the Vidaken Media’s Privacy Policy. Most interactive websites use cookies to let us retrieve the user’s details for each visit. Cookies are used by our website to enable the functionality of certain areas to make it easier for people visiting our website. Some of our affiliate/advertising partners may also use cookies.

LIMITED REVOCABLE LICENSE

VIDAKEN MEDIA owns all content, logos, intellectual property, and other interests, rights, and titles in and to the VIDAKEN MEDIA website and all VIDAKEN MEDIA Products and Services and other related collateral materials, unless otherwise expressly stated in this Agreement.
VIDAKEN MEDIA owns and controls, without limitation, all trademarks, copyrights, and certain technology used in the design and making available of the VIDAKEN MEDIA website, Products and Services, marketing tools and resources and other collateral materials.
You, as a VIDAKEN MEDIA Affiliate, Client or Customer in good standing, acquire only such interest, rights, and title as are expressly described and conveyed by the terms of this Agreement.
VIDAKEN MEDIA offers and grants you, as an Affiliate, Client or Customer in good standing, a Limited Revocable License to access and use the VIDAKEN MEDIA website, Products and Services, marketing tools and resources, and other collateral materials only for their intended purposes, subject to your full and complete compliance with all Terms and Conditions of this Agreement.
This Limited Revocable License expressly does not include the right to collect or use information contained on or within the VIDAKEN MEDIA website, including but not exclusively, all content, logos, intellectual property, and Products and Services, for any illegal purposes or purposes VIDAKEN MEDIA prohibits, or to compete with VIDAKEN MEDIA in any capacity at any time.
If you elect to use the VIDAKEN MEDIA website, or any other content, logos, intellectual property, Products or Services, marketing tools and resources and other collateral materials in any manner that exceeds the scope of this Limited Revocable License or breaches any relevant terms or conditions of this Agreement, your Limited Revocable License shall be revoked and terminate immediately, and your Affiliate, Client or Customer Membership is subject to immediate termination.

OTHER LICENSE CONSIDERATIONS

Unless otherwise stated, Vidaken Media and/or its licensors own the intellectual property rights for all material on Vidaken Media. All intellectual property rights are reserved. You may access this from Vidaken Media for your own personal use subjected to restrictions set in these terms and conditions.

You must not:

Republish material from Vidaken Media
Sell, rent or sub-license material from Vidaken Media
Reproduce, duplicate or copy material from Vidaken Media
Redistribute content from Vidaken Media

This Agreement shall begin on the date hereof.

Parts of this website may offer an opportunity for users to post and exchange opinions and information in certain areas of the website. Vidaken Media does not filter, edit, publish or review Comments prior to their presence on the website. Comments do not reflect the views and opinions of Vidaken Media,its agents and/or affiliates. Comments reflect the views and opinions of the person who post their views and opinions. To the extent permitted by applicable laws, Vidaken Media shall not be liable for the Comments or for any liability, damages or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.

Vidaken Media reserves the right to monitor all Comments and to remove any Comments which can be considered inappropriate, offensive or causes breach of these Terms and Conditions.

You warrant and represent that:

You are entitled to post the Comments on our website and have all necessary licenses and consents to do so;
The Comments do not invade any intellectual property right, including without limitation copyright, patent or trademark of any third party;
The Comments do not contain any defamatory, libelous, offensive, indecent or otherwise unlawful material which is an invasion of privacy
The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.

You hereby grant Vidaken Media a non-exclusive license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any and all forms, formats or media.

HYPERLINKING TO OUR CONTENT

The following organizations may link to our Website without prior written approval:

Government agencies;
Search engines;
News organizations;
Online directory distributors may link to our Website in the same manner as they hyperlink to the Websites of other listed businesses; and
System wide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups which may not hyperlink to our Web site.

These organizations may link to our home page, to publications or to other Website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products and/or services; and (c) fits within the context of the linking party’s site.

We may consider and approve other link requests from the following types of organizations:

commonly-known consumer and/or business information sources;
dot.com community sites;
associations or other groups representing charities;
online directory distributors;
internet portals;
accounting, law and consulting firms; and
educational institutions and trade associations.

We will approve link requests from these organizations if we decide that: (a) the link would not make us look unfavorably to ourselves or to our accredited businesses; (b) the organization does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of Vidaken Media; and (d) the link is in the context of general resource information.

These organizations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site.

If you are one of the organizations listed in paragraph 2 above and are interested in linking to our website, you must inform us by sending an e-mail to Vidaken Media. Please include your name, your organization name, contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URLs on our site to which you would like to link. Wait 2-3 weeks for a response.

Approved organizations may hyperlink to our Website as follows:

By use of our corporate name; or
By use of the uniform resource locator being linked to; or
By use of any other description of our Website being linked to that makes sense within the context and format of content on the linking party’s site.

No use of Vidaken Media’s logo or other artwork will be allowed for linking absent a trademark license agreement.

AGREEMENT TO PAY AND AUTHORIZE RECURRING BILLING

When you enroll as an Affiliate, Client, or Customer, you agree to pay for your fee and any Products or Services you select, and you agree that such purchases are not refundable or returnable except as expressly provided in the VIDAKEN MEDIA RETURN and REFUND POLICY which you read and accepted prior to making your purchase and payment.
You agree to pay the recurring monthly costs and fees for your Membership and all Products or Services you select, IF ANY, until such time as you cancel them according to the express terms of these Terms and Conditions and such other VIDAKEN MEDIA policies that may apply to Cancellation of Services.
You agree recurring payments will be set-up as automatic monthly payments or debits from your credit card, bank card, or other payment method that allows such recurring monthly payments to be automatically debited and paid to VIDAKEN MEDIA.
You agree that each automatic recurring billing is not refundable and will not be prorated if you elect to cancel.
You expressly authorize VIDAKEN MEDIA to execute debit transactions from the account provided and for the express purpose of paying your monthly recurring Membership fee and any other VIDAKEN MEDIA Products and Services you select at the time you enroll as an Affiliate, Client or Customer or any time thereafter.
VIDAKEN MEDIA, in its sole discretion, reserves the right to change our fees and the costs of Products and Services from time to time.

VIDAKEN MEDIA PRIVACY POLICY

The complete VIDAKEN MEDIA Privacy Policy is available on the company website by clicking on the Privacy link at the bottom of the Home page.
The Privacy Policy is expressly incorporated into this Agreement by this reference, meaning it has the same binding effect as if it were spelled out here in full.
When you submit information to access the VIDAKEN MEDIA website or use or access any VIDAKEN MEDIA Products or Services, you must fully and completely submit all information required of the registration process.
You agree to accept and abide by the VIDAKEN MEDIA Privacy Policy and you agree to the terms provided in the VIDAKEN MEDIA Privacy Policy regarding the use of the information you submit.

ACCEPTABLE USE

You may use the VIDAKEN MEDIA website, and any other content, logos, intellectual property, Products or Services, marketing tools and resources, and other collateral materials only to promote your business, as expressly permitted by VIDAKEN MEDIA.
There are no exceptions to this and violations of this constitute grounds for immediate termination of your Affiliate membership.

PROHIBITED USE

You may not cause harm, or allow or support others to harm, the VIDAKEN MEDIA website, and any other content, logos, intellectual property, Products or Services, marketing tools and resources, and other collateral materials.
The following list includes, but not exclusively, expressly prohibited acts and uses of the VIDAKEN MEDIA website, and any other content, logos, intellectual property, Products or Services, marketing tools and resources and other collateral materials:

access any data, content, server or account not intended for you or that you are not authorized to access;
collect or cause to be collected e-mail addresses, contact information or other information from any other parties;
interfere in any manner, or allow or cause others to interfere, with another user’s ability to access or use the VIDAKEN MEDIA website, and any other content, logos, intellectual property, Products or Services, marketing tools and resources and other collateral materials;
interfere, or allow or cause others to interfere, with the VIDAKEN MEDIA website, and any other content, logos, intellectual property, Products or Services, marketing tools and resources and other collateral materials by using viruses, software, programs, or other technology designed to interfere, damage or disrupt any software or hardware, or which attempts or is designed to determine the vulnerability of any security feature, or which actually violates any security or other feature;
employ the use of, or allow or cause others to employ the use of, a spider or robot or other electronic or technology device or process to monitor the activity on or copy the VIDAKEN MEDIA website, and any other content, logos, intellectual property, Products or Services, marketing tools and resources and other collateral materials, except within the use of an internet search engine or hit counters or similar technology consistent with the business use of these properties as expressly granted by the Limited Revocable License previously defined.
attempt to co-brand, or allow or cause others to co-brand, the VIDAKEN MEDIA website, and any other content, logos, intellectual property, Products or Services, marketing tools and resources, and other collateral materials;
modify, or allow or cause others to modify, or create content or properties derivative from, the VIDAKEN MEDIA website, and any other content, logos, intellectual property, Products or Services, marketing tools and resources and other collateral materials;
impersonate, or allow or cause others to impersonate, another person or entity, whether the other person or entity is an Affiliate or in any other manner related to VIDAKEN MEDIA or it’s business;
frame or hyperlink to, or allow or cause others to frame or hyper-link to, the VIDAKEN MEDIA website, and any other content, logos, intellectual property, Products or Services, marketing tools and resources and other collateral materials;
10. assist, cause, allow or encourage any other person, entity or other third party in engaging in any activity prohibited by this Agreement.

USE OF PRODUCTS AND SERVICES

At such time as you may purchase any VIDAKEN MEDIA Products or Services, and for the entire duration of time you have license to use or have access to those Products and Services, you expressly agree that your use of such Products and Services is at all times limited by the Terms and Conditions of this Agreement.

VIDAKEN MEDIA Do Not Disseminate Policy

Affiliate, Client, or Customer agrees all VIDAKEN MEDIA Products and Services are proprietary to and solely owned by VIDAKEN MEDIA.
VIDAKEN MEDIA owns, to the exclusion of all others, all rights, privileges and license to all Products and Services.
VIDAKEN MEDIA extends to Affiliate, Client, or Customer a Limited Revocable License to access and view VIDAKEN MEDIA Products and Services via an online password-protected portal, only after Affiliate has paid for such access and only for as long as Affiliate’s, Client‘s or Customer‘s account remains current and active.
Affiliate, Client, or Customer access to VIDAKEN MEDIA Products and Services is limited only to online “click and view” access within the password-protected section of the VIDAKEN MEDIA website.
Affiliate, Client, or Customer license to access and view VIDAKEN MEDIA Products and Services expressly prohibits, but not exclusively, the following actions:

any and all dissemination of Products and Services, in any form or manner whatsoever
download of Products and Services, except for Products and Services clearly designated as “OK to Download”
clip, copy or any other temporary or permanent taking of Products and Services
allowing another person to access and view Products and Services via Affiliate’s, Client‘s or Customer‘s password-protected portal
giving away, renting, leasing, selling or otherwise making Products and Services to another person, whether or not for monetary or other compensation
posting Products and Services, in whole or in part, anywhere online or offline, including but not exclusively on Facebook, YouTube, Twitter, LinkedIn, social media site, website, marketing page, squeeze page, advertisement, blog, newsletter, magazine, e-zine, newspaper or any other location or venue

Affiliate, Client, or Customer agrees any violation of any term or section of the VIDAKEN MEDIA Do Not Disseminate Policy may be grounds for immediate termination of their account and revocation of license to access and view VIDAKEN MEDIA Products and Services.

CLAIMS, ENDORSEMENTS AND TESTIMONIALS

If you elect to make any claims, endorsements or testimonials regarding VIDAKEN MEDIA or the VIDAKEN MEDIA website, and any other content, logos, intellectual property, Products or Services, marketing tools and resources and other collateral materials, all such claims, endorsements or testimonials must strictly comply with all relevant Federal Trade Commission (FTC) guidelines.
All claims, endorsements or testimonials about a Product’s or Service’s performance or quality must be based on actual user experiences.
You must disclose any and all connections, if indeed any exist, between yourself and an advertiser that may be unanticipated, unexpected or unclear to a prospective customer, including but not exclusively, a financial or other compensation arrangement, an employment or contractor arrangement, or ownership interest in the outcome of any related transaction.

TRUTHFUL REPRESENTATIONS OF PRICING AND AVAILABILITY

You agree all statements you make, or allow or cause others to make, about the price and availability of VIDAKEN MEDIA’s Affiliate Membership, Products and Services must at all times be fully truthful and accurate.
All statements and representations about the cost or price of VIDAKEN MEDIA Membership, Products and Services must at all times show current, actual prices, and must be clearly, prominently and conspicuously displayed, along with any relevant, material conditions or limitations, including, for example, but not exclusively, shipping and handling costs, refund and return restrictions, etc.
Falsely stating, implying or suggesting that the VIDAKEN MEDIA Membership, Products and Services previously sold for a higher price is an express violation of this Agreement and is not permitted.
Untruthful “limited availability” or “scarcity” statements are an express violation of this Agreement and are not permitted, including for example, but not exclusively, stating that supplies of the VIDAKEN MEDIA Membership, Products and Services are limited when there is in fact no actual, current scarcity or limited availability.

“NO SPAM” POLICY & COMPLIANCE WITH THE CAN-SPAM ACT

You expressly agree not to use the VIDAKEN MEDIA website and any other content, logos, intellectual property, Products or Services, marketing tools and resources and other collateral materials to engage in unethical marketing activities, including, without limitation, sending or allowing or causing others to send SPAM or illegal, unsolicited e-mail.
Violation of the terms of this section constitute grounds for immediate deactivation of your account and/or termination of your VIDAKEN MEDIA Affiliate, Client or Customer Membership.
The following list includes, but not exclusively, specific examples of activities that violate the terms of this section and are not permitted:

transmitting, or allowing or causing others to transmit, any content or material that is prohibited, unlawful or used without express, prior permission of the owner of the material;
sending, or allowing or causing others to send, email that does not adequately indicate it is an advertisement or marketing piece;
sending, or allowing or causing others to send, email that does not include a functioning opt-out mechanism;
sending, or allowing or causing others to send, email that does not include your valid physical mailing address;
sending, or allowing or causing others to send, email that contains deceptive, false or misleading information in the subject line or body of the message;
sending, or allowing or causing others to send, email that includes inaccurate header information, “ghost” domain names that are not valid or do not exist, or any other false, misleading or deceptive identifiers;
relaying, or allowing or causing others to relay, email from a third party’s mail servers without the prior, express permission of that party or their authorized agent;
disguising, or allowing or causing others to disguise, the origin of any content transmitted to or through VIDAKEN MEDIA’s website or related platform, or employing any other manner of false, deceptive or misleading addressing;
sending, or allowing or causing others to send, email that violates any applicable local, State or Federal law, including, but not exclusively, the CAN-SPAM Act and all applicable laws of the jurisdictions from which you send email or in which the email is received.

RESPONSIBILITY FOR PASSWORD-PROTECTED ACCOUNT ACTIVITIES

Certain areas and pages of the VIDAKEN MEDIA website, including all Products and Services, are restricted to registered, paying Affiliates, Clients, and Customers via password-protected access.
You agree that you alone are entirely responsible for maintaining the confidentiality of your password, and sharing your password with others creates risk of access to your account by others.
You agree to notify us immediately if your password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised, misused or used without your express authorization.
You agree that you alone are entirely responsible for any and all activities that occur within your account, including any purchases or costs or fees that may be incurred under your password-protected account, whether or not you personally generated those purchases, costs or fees.

ACCESS TO AND USE OF CONFIDENTIAL INFORMATION

“Confidential Information” is defined to include all content, data, information and other material that (a) is written material marked as confidential, or (b) is verbally information that is expressly noted as confidential at time of disclosure, or (c) in the absence of either (a) or (b) is information which a reasonable party would consider to be non-public information and confidential.

Confidential Information includes, but not exclusively:

All information provided on or through the VIDAKEN MEDIA website, and any other content, logos, intellectual property, Products or Services, marketing tools and resources and other collateral materials;
Affiliate, Client or Customer database and contact lists, including but not exclusively, the identity of our Affiliates, Clients, Customers or prospective Affiliates, Clients or Customers;
Current or future business plans, product content, proposed new Products and Services, and trade secrets;
Income, operations costs, commissions paid, sales, profits, marketing strategies, sales processes and other sensitive financial information;
Vendors and suppliers database and contact lists, including their corporate identity, their names and contact information;
Database of our employees, including their names, contact information and any other information related to their employment;
This contents of this Agreement, including all terms and conditions.

You agree the Confidential Information to which you have access is extremely valuable because it is not generally known to the public and to other companies or persons against whom VIDAKEN MEDIA may compete.
You agree it is highly unlikely, if not impossible, for you to work as an Affiliate or Client for a competitor without acting upon certain information you acquired through this Agreement.
You agree not to publish, copy, or disclose any Confidential Information without prior written consent from VIDAKEN MEDIA.
You agree not to attempt to duplicate, copy, reverse engineer, de-compile, or attempt to ascertain the source code to our software or any other programs associated with VIDAKEN MEDIA.
You agree to use Confidential Information only as required to promote your VIDAKEN MEDIA business, and to use your best efforts to prevent unauthorized disclosure of the Confidential Information to any person, company or other third party entity not otherwise entitled to access to it.

The prohibition against disclosure of Confidential Information pursuant to this Agreement does not apply to any Confidential Information that:

was in the public domain when we granted access to you;
was developed by you independently of and without knowledge or reference to any Confidential Information;
is approved for release by written authorization from us;
was in your possession free of any obligation of confidence at the time of the disclosure by us;
was rightfully communicated by a third party to you free of any obligation of confidence subsequent to the time of the originating party’s communication thereof to you;
entered the public domain through no fault of you subsequent to receipt;
is required to be disclosed pursuant to any statute, law, rule or regulation of any governmental authority or pursuant to any order of any court of competent jurisdiction, but in any case, you will immediately notify us before disclosure and given a reasonable opportunity to obtain a protective order or other form of protection.

You agree not to, or allow or cause others to, or join with or associate with others who, use or attempt to use Confidential Information or other VIDAKEN MEDIA proprietary or trade secret information to:

solicit for employment, hire, or engage as an independent contractor, any person who was employed by us at any time during the term of this Agreement;
solicit, or facilitate any organization with which you are associated in soliciting, any employee or customer of ours to alter its relationship with us.

You agree you do not acquire any right or interest, by license or otherwise, in or to any of the Confidential Information other than as expressed in this Agreement.
You agree that VIDAKEN MEDIA retains all proprietary rights, including right to physical possession, of all originals and all copies of the Confidential Information.
You agree to return all originals and all copies of all Confidential Information in your possession or control to VIDAKEN MEDIA upon request.
You shall reproduce all copyright and other proprietary notices, if any, in the same form they appear on all the materials provided by VIDAKEN MEDIA, on all copies of the Confidential Information you create.

NO DEROGATORY, DISPARAGING OR DEFAMATORY STATEMENTS

• You agree not to make any derogatory, disparaging, or defamatory comments or statements about VIDAKEN MEDIA, either orally or in writing, or otherwise disparage or defame VIDAKEN MEDIA Products and Services, employees, work, or employment.
• You agree to exert your best efforts to prevent others from making derogatory, disparaging or defamatory statements about VIDAKEN MEDIA, either orally or in writing, or otherwise disparage or defame VIDAKEN MEDIA Products and Services, employees, work, or employment.
• You agree it may be extremely difficult, if not impossible, to account for any actual damages suffered as the result of a breach of this section, and agree VIDAKEN MEDIA may recover from you Twenty Five Thousand Dollars ($25,000) in damages for each single act of breach of this section.
• VIDAKEN MEDIA’s election to recover damages as specified in this section does not prejudice VIDAKEN MEDIA’s right to seek additional redress, injunctive or other equitable relief.

LICENSE TO ACCESS AND USE YOUR USER CONTENT

• “User Content” is defined as any information, data, text or other content you post, download, display, perform, transmit, or otherwise distribute to VIDAKEN MEDIA, whether to the VIDAKEN MEDIA website or elsewhere.
• By posting, downloading, displaying, performing, transmitting, or otherwise distributing information or other content to the VIDAKEN MEDIA website or elsewhere, you agree to grant VIDAKEN MEDIA and its affiliates, officers, directors, employees, consultants, agents, and representatives a transferrable and sub-licensable license to use User Content, including without limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat User Content.
• You agree you will not be paid or otherwise compensated for any User Content. You agree that VIDAKEN MEDIA, in its sole discretion, may publish or otherwise disclose your name or likeness in relation to your User Content.
• You agree to warrant and represent that you own the rights to the User Content or are otherwise authorized to post, distribute, display, perform, transmit, or otherwise distribute User Content.

COMPLIANCE WITH INTELLECTUAL PROPERTY LAWS

• You agree your access to and use of the VIDAKEN MEDIA website and all VIDAKEN MEDIA Products and Services and other related collateral materials is at all times governed by and subject to laws regarding copyright, ownership and use of intellectual property (IP).
• When accessing the VIDAKEN MEDIA website and all VIDAKEN MEDIA Products and Services and other related collateral materials, you agree to obey the law at all times and to respect the (IP) rights of all others, including expressly VIDAKEN MEDIA.
• You agree not to upload, download, display, perform, transmit, or otherwise distribute any information or content in violation of any third party’s copyrights, trademarks, or other IP or other proprietary rights.
• You agree you alone shall be solely responsible for any violations of relevant laws and for any infringements of third party rights caused by any Content you provide or transmit, or that is provided or transmitted using your User Name.
• You agree the burden of proving that any Content does not violate any laws or third party rights rests solely with you.

INAPPROPRIATE CONTENT

• You agree certain content is inappropriate to your VIDAKEN MEDIA business, and you agree not to upload, download, display, perform, transmit, or otherwise distribute any inappropriate content, including, but not limited to materials or content that:

1. is libelous, defamatory, obscene, pornographic, abusive, or threatening;
2. advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or foreign law or regulation.

• VIDAKEN MEDIA expressly reserves the right to terminate your transmission, receipt or other distribution of inappropriate content.
• VIDAKEN MEDIA, may, in its sole discretion, delete any such material from its servers. VIDAKEN MEDIA will at all times fully support and cooperate with any law enforcement officials or agencies in the event of an investigation of alleged violation of these Terms and Conditions or of any applicable relevant laws.
• VIDAKEN MEDIA reserves the right, and may in its sole discretion but without obligation, monitor any communications, transactions and other transmissions that may occur through the VIDAKEN MEDIA website.
• If VIDAKEN MEDIA determines, in its sole and absolute discretion, that you or any User has or will breach a term or condition of this Agreement or that such transaction or communication is inappropriate, VIDAKEN MEDIA may elect to cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.

COPYRIGHT INFRINGEMENT

• You agree VIDAKEN MEDIA maintains appropriate legally mandated policies and procedures concerning allegations of copyright infringement regarding the VIDAKEN MEDIA website and all VIDAKEN MEDIA Products and Services and other related collateral materials.
• You agree VIDAKEN MEDIA maintains a policy of immediate suspension or termination of any Affiliate found to have infringed on the VIDAKEN MEDIA’s rights or the rights of a third party, or otherwise violated any current, applicable IP laws or regulations.
• You agree VIDAKEN MEDIA will investigate allegations of copyright infringement.
• You agree if you have evidence of proof, or a reasonable good faith belief, that your rights or the rights of a third party have been violated, you can petition VIDAKEN MEDIA to investigate your allegations.
• VIDAKEN MEDIA may, in its sole discretion, edit, delete, or disable the offending content or other material in question, but only upon a showing of all the following evidence and other information:

1. clear and specific identification of the material(s) claimed to be infringed;
2. specific information or instructions designed to permit VIDAKEN MEDIA to locate the material(s);
3. a complete and detailed statement expressing good faith belief that use of the material(s) in this manner is not authorized by the copyright owner, its agent, or under current applicable law;
4. clear and convincing proof that you are authorized to act on behalf of the owner of the exclusive right allegedly being infringed, for example, with a physical or electronic signature;
5. your clear and complete contact information whereby VIDAKEN MEDIA may contact you, including your complete name, address, telephone number and e-mail address;
6. a clear and specific Declaration Under Penalty of Perjury that you have personal knowledge of the information in the notice, it is complete, true and accurate, and that you are authorized to act on behalf of the owner of the exclusive right(s) alleged to be infringed.

• To effect complete and proper delivery of this notification, you must delivery it in fact to VIDAKEN MEDIA at this location:

VIDAKEN MEDIA
21143 Hawthorne Boulevard
Suite 155
Torrance, CA 90503

PENALTIES FOR ALLEGED VIOLATIONS OF TERMS AND CONDITIONS

• You agree VIDAKEN MEDIA reserves the right to suspend or terminate your use of the VIDAKEN MEDIA website, and any other content, logos, intellectual property, Products or Services, marketing tools and resources, and other collateral materials.
• You agree VIDAKEN MEDIA or its representatives may, within their sole and exclusive discretion, access your account and records on a case-by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other unauthorized uses of the VIDAKEN MEDIA website, and any other content, logos, intellectual property, Products or Services, marketing tools and resources, and other collateral materials.
• You agree VIDAKEN MEDIA does not intend to disclose the occurrence or findings of such an investigation unless required by law.
• You agree VIDAKEN MEDIA reserves the right to suspend or terminate your account or your access to the VIDAKEN MEDIA website, and any other content, logos, intellectual property, Products or Services, marketing tools and resources, and other collateral materials;
• You agree such suspension or termination may be effected immediately and with or without notice to you, and without liability to you, if Company believes that you have violated any of the Terms and Conditions, furnished Company with false or misleading information, or interfered with use of the VIDAKEN MEDIA website, and any other content, logos, intellectual property, Products or Services, marketing tools and resources, and other collateral materials.

AFFILIATES and CLIENTS REPRESENTATIONS AND WARRANTIES TO VIDAKEN MEDIA

You represent and warrant to VIDAKEN MEDIA that, at the time you enroll as a VIDAKEN MEDIA Affiliate:

1. You are of legal age to enter into this Agreement and have full power and authority to enter into and perform under this Agreement.
2. Your entering into, execution and performance of this Agreement, and your enrolling as a VIDAKEN MEDIA Affiliate, do not constitute a breach of, or conflict with, any other agreement or arrangement by which you are bound, or any other conflict of interest.
3. You agree the terms of this Agreement constitute a legal, valid, and binding obligation, enforceable in accordance with these terms and conditions.
4. You agree that all marketing materials and creative content by which you promote the VIDAKEN MEDIA website and business were created by you or others at your direction, but without any contribution from VIDAKEN MEDIA.
5. Prior to using or employing any marketing materials or other creative material by which to promote VIDAKEN MEDIA or your business, you have had all such materials and creatives reviewed by competent legal counsel experienced in such matters, and you solely assume all responsibility for it.

NO WARRANTIES, EXPRESS OR IMPLIED

• YOU AGREE VIDAKEN MEDIA EXPRESSLY DISCLAIMS ALL WARRANTIES TO THE MAXIMUM EXTENT ALLOWED BY LAW.
• YOU AGREE VIDAKEN MEDIA OFFERS THE VIDAKEN MEDIA WEBSITE, AND ANY OTHER CONTENT, LOGOS, INTELLECTUAL PROPERTY, PRODUCTS AND SERVICES, MARKETING TOOLS AND RESOURCES AND OTHER COLLATERAL MATERIALS AVAILABLE “AS IS”, WITHOUT WARRANTY OF ANY KIND.
• YOU AGREE AS AN AFFILIATE TO ASSUME THE RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE VIDAKEN MEDIA WEBSITE, AND ANY OTHER CONTENT, LOGOS, INTELLECTUAL PROPERTY, PRODUCTS AND SERVICES, MARKETING TOOLS AND RESOURCES, AND OTHER COLLATERAL MATERIALS.
• YOU AGREE VIDAKEN MEDIA EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE VIDAKEN MEDIA WEBSITE, AND ANY OTHER CONTENT, LOGOS, INTELLECTUAL PROPERTY, PRODUCTS AND SERVICES, MARKETING TOOLS AND RESOURCES, AND OTHER COLLATERAL MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT.
• YOU AGREE VIDAKEN MEDIA DOES NOT WARRANT THAT THE VIDAKEN MEDIA WEBSITE, AND ANY OTHER CONTENT, LOGOS, INTELLECTUAL PROPERTY, PRODUCTS AND SERVICES, MARKETING TOOLS AND RESOURCES, AND OTHER COLLATERAL MATERIALS WILL MEET YOUR SATISFACTION OR THAT UPTIME OF THE WEBSITE OR AVAILABILITY OF PRODUCTS AND SERVICES WILL REMAIN UNINTERRUPTED.

LIMITATION OF LIABILITY

• YOU AGREE VIDAKEN MEDIA’S LIABILITY TO YOU IS LIMITED.
• YOU AGREE, TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL VIDAKEN MEDIA BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT EXCLUSIVELY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS BASED ON YOUR ACCESS TO OR USE OF THE VIDAKEN MEDIA WEBSITE, AND ANY OTHER CONTENT, LOGOS, INTELLECTUAL PROPERTY, PRODUCTS AND SERVICES, MARKETING TOOLS AND RESOURCES AND OTHER COLLATERAL MATERIALS.
• YOU AGREE VIDAKEN MEDIA’s LIMITATION OF LIABILITY AND DAMAGES APPLIES NOTWITHSTANDING THE FORESEEABILITY OF THOSE DAMAGES, AND REGARDLESS OF WHAT LEGAL THEORY OR CAUSE OF ACTION UPON WHICH THEY MAY BE BASED.

INCOME DISCLAIMER

THE INCOME DISCLAIMER POSTED ON THE VIDAKEN MEDIA WEBSITE IS INCLUDED HERE BY REFERENCE AND YOU AGREE THAT YOU READ IT, YOU UNDERSTAND IT, YOU ACCEPT IT AND YOU WILL ABIDE BY IT.

NO LIABILITY FOR THIRD PARTY SITES OR AFFILIATES

• You agree VIDAKEN MEDIA may work with other companies, affiliates or partners whose websites may be linked with VIDAKEN MEDIA’s website.
• You agree VIDAKEN MEDIA has no interest in, no control over, and no liability for any third party websites or other materials, or their actions.
• You agree VIDAKEN MEDIA does not guarantee the content, quality or accuracy of any information uploaded to or provided by any third party sites.
• You agree VIDAKEN MEDIA assumes no responsibility for objectionable, inaccurate, misleading, unintended, or unlawful content that may be uploaded to any third party websites.
• You agree that should you have access to these third party sites, VIDAKEN MEDIA assumes no liability therefore and these Terms and Conditions shall at all times apply to your use of any and all third party content.

AFFILIATE COMMISSIONS TO VIDAKEN MEDIA AND REFERRAL COMMISSIONS

• You agree that from time to time, VIDAKEN MEDIA may earn Affiliate commissions when you purchase certain products or services offered by third parties that we recommend.
• You agree and acknowledge that you are informed of such payments, you consent to these payments, and that such payments are fair and reasonable based on the acts of VIDAKEN MEDIA in the capacity of Affiliate with such third party companies.
1. You agree you may earn commissions on referral sales according to VIDAKEN MEDIA’s commission and compensation plan.
2. VIDAKEN MEDIA will pay your commissions, according to the VIDAKEN MEDIA commission and compensation plan, only if and after:
3. VIDAKEN MEDIA receives payment on the transaction refer, and payment clears;
4. your Affiliate account is active and on good standing at time of payment;
5. you have no unresolved debt or other liability to VIDAKEN MEDIA;

• You agree VIDAKEN MEDIA, in its sole discretion, reserves the right to reduce or offset your referral commission by all or part of any unresolved debt or other liability you have to VIDAKEN MEDIA.

iFRAMES

Without prior approval and written permission, you may not create frames around our Webpages that alter in any way the visual presentation or appearance of our Website.

CONTENT LIABILITY

We shall not be hold responsible for any content that appears on your Website. You agree to protect and defend us against all claims that is rising on your Website. No link(s) should appear on any Website that may be interpreted as libelous, obscene or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.

YOUR PRIVACY

Please read the VIDAKEN MEDIA Privacy Policy

RESERVATION OF RIGHTS

We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amen these terms and conditions and it’s linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.

REMOVAL OF LINKS FROM OUR WEBSITE

If you find any link on our Website that is offensive for any reason, you are free to contact and inform us any moment. We will consider requests to remove links but we are not obligated to or so or to respond to you directly.

We do not ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.

SUSPENSION AND TERMINATION FOR BREACH

SURVIVAL OF AGREEMENT UPON SUSPENSION OR TERMINATION

You agree that in the event VIDAKEN MEDIA suspends or terminates this Agreement, your Affiliate or Client Membership and/or access to use the VIDAKEN MEDIA website, and any other content, logos, intellectual property, Products or Services, marketing tools and resources and other collateral materials, the balance of this Agreement shall survive and remain in full force and effect indefinitely until such time VIDAKEN MEDIA elects to terminate it in its entirety.

DISCLAIMER

To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our website and the use of this website. Nothing in this disclaimer will:

• limit or exclude our or your liability for death or personal injury;
• limit or exclude our or your liability for fraud or fraudulent misrepresentation;
• limit any of our or your liabilities in any way that is not permitted under applicable law; or
• exclude any of our or your liabilities that may not be excluded under applicable law.

The limitations and prohibitions of liability set in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, in tort and for breach of statutory duty.

As long as the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.

VIDAKEN MEDIA’s RIGHTS UPON TERMINATION

• You agree that, should any section(s) of this Agreement be terminated for any reason, VIDAKEN MEDIA may, with or without notice to you, and in its sole and exclusive discretion, elect to edit, modify, delete or assume ownership of any and all content or other items related to your use of the VIDAKEN MEDIA website, and any other content, logos, intellectual property, Products or Services, marketing tools and resources and other collateral materials.
• You agree that such content and other items may include, but not exclusively, any and all data on our servers or otherwise in our control, including e-mail lists, organization contact information, blog content, domain information, and URLs.
• You agree that VIDAKEN MEDIA has no liability to you or any other third party for actions taken pursuant to this section.

NOTICES BETWEEN PARTIES

• You agree all notices pursuant to this Agreement must be in writing and delivered in fact to the other party.
• You agree the following delivery methods are the only valid means of delivery pursuant to this agreement:

1. U.S. Postal Service, with Proof of Delivery
2. e-mail, with no “Bounce” or “Server Error” indicating no delivery
3. Commercial Courier, with Proof of Delivery

• You agree to serve notice on VIDAKEN MEDIA, if necessary, to:

VIDAKEN MEDIA
21143 Hawthorne Boulevard, Suite 155
Torrance, CA 90503

You agree VIDAKEN MEDIA will satisfy delivery of Notice pursuant to the section upon delivery to your address of record or e-mail address provided by you upon enrolling as an Affiliate, Client, or Customer or any subsequent address provided by you to VIDAKEN MEDIA.

INDEMNIFICATION

• You agree to indemnify, defend, and hold harmless VIDAKEN MEDIA, its owners, managers, members, officers, directors, employees, consultants, agents, and representatives from and against any and all actions, claims, demands, proceedings, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses, including attorneys’ fees and related costs, which arise all or in part from your acts or omissions, or which arise from or are related to a your breach of any express warranty or term or condition of this Agreement.
• You agree VIDAKEN MEDIA will promptly notify you of any cause, claim or allegation against it for which Indemnification may be sought, within a reasonable time after it has knowledge in fact of such cause, claim or allegation.
• You agree VIDAKEN MEDIA will reasonably cooperate with you in the defense or settlement of such claim, and VIDAKEN MEDIA may, in its sole and exclusive discretion, participate in the defense of any such cause, claim or allegation at its own expense.
• You agree that you will have sole and exclusive control over the defense and settlement of any such third party cause, claim or allegation, and you agree not to accept or enter into any judgment settlement that adversely affects VIDAKEN MEDIA’s rights or interests without prior written authorization of VIDAKEN MEDIA.

APPLICABLE LAW

• You agree this Agreement and each of the Terms and Conditions in it shall at all times be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law.
• You agree that you irrevocably consent to the exclusive jurisdiction of the state or federal courts in Los Angeles County, California, USA in all disputes pursuant to this Agreement and/or regarding your use of the VIDAKEN MEDIA website, and any other content, logos, intellectual property, Products or Services, marketing tools and resources, and other collateral materials.

SEVERABILITY and WAIVER

You agree that if a court of competent jurisdiction finds any of the Terms and Conditions in this Agreement to be unenforceable, all other Terms and Conditions will remain intact, unaffected and in full force and effect. No waiver of any breach of any of these Terms and Conditions shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or any other provisions of this Agreement, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.

MODIFICATION OF THIS AGREEMENT

• You agree VIDAKEN MEDIA may, in its sole and exclusive discretion, with or without prior notice to you or any other Affiliate or party, take the following actions:

1. modify, change, alter or revise this Agreement or any of the Terms and Conditions in it;
2. modify, change, alter or revise the VIDAKEN MEDIA website, and any other content, logos, intellectual property, Products or Services, marketing tools and resources and other collateral materials;
3. discontinue at any time the VIDAKEN MEDIA website, and any other content, logos, intellectual property, Products or Services, marketing tools and resources and other collateral materials.

• You agree VIDAKEN MEDIA may post any modification, change, alteration or revision to this Agreement or any of the Terms and Conditions in to the VIDAKEN MEDIA website, and all such modifications, changes, alterations, or revisions shall immediately take full force and effect.
• You agree any substantive modifications, changes, alterations, or revisions to this Agreement will be uploaded to the VIDAKEN MEDIA website, and you will be required to affirmatively assent online to the new Terms and Conditions.
• You agree if any of the modifications, changes, alterations or revisions are unacceptable, your only option is not to use the VIDAKEN MEDIA website, and any other content, logos, intellectual property, Products or Services, marketing tools and resources, and other collateral materials, and to request an immediate termination of your Affiliate Membership.
• You agree your express consent or continued use of the VIDAKEN MEDIA website, and any other content, logos, intellectual property, Products or Services, marketing tools and resources, and other collateral materials following VIDAKEN MEDIA’s posting of any modifications, changes, alterations or revisions to this Agreement will constitute your binding acceptance of all such modifications, changes, alterations or revisions.

BINDING EFFECT ON SUCCESSORS

• You agree this Agreement, including any modifications, changes, alterations or revisions, if any, is fully binding on you and VIDAKEN MEDIA, and shall remain fully binding on all successors and assigns of you and VIDAKEN MEDIA.

ASSIGNMENT AND TRANSFER

• You agree this Agreement is not and shall not be not be assignable or transferable by you without VIDAKEN MEDIA’s prior specific consent in writing.

FINAL PROVISIONS

• You agree this Agreement, including any modifications, changes, alterations or revisions, if any, contains the entire agreement between you and VIDAKEN MEDIA, and supersedes all prior and contemporaneous agreements.
• You agree any and all rights not expressly granted herein are reserved.
• You agree you are an Affiliate, Client, or Customer of VIDAKEN MEDIA, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement.