VODOMODO.COM, LLC TERMS OF SERVICE

By accessing or browsing or in any way using the VodoModo websites located at www.VodoModo.com, m.VodoModo.com, the VodoModo iphone application, other VodoModo smartphone applications or the VodoModo servers via the VodoModo GeoRich API, collectively, the "VodoModo Sites"), you agree to these  Terms of Service, the privacy policy posted at http://www.VodoModo.com/privacy.html (the "Privacy Policy"), and any other guidelines, rules, and additional terms referenced herein (collectively the "Terms of Service") of VodoModo.com, LLC ("Company").  Please read the Terms of Service carefully.  Your use of VodoModo Sites constitutes your acceptance of the Terms of Service.  If you are unwilling to be bound by the Terms of Service, do not access or use VodoModo Sites.

 

1)     Definitions.

 

a)     A "User" is anyone who signs up for an Account, whether Free or Subscription and in any way uses VodoModo Sites. 

b)    "User Site" shall mean a website or application, service or product provided by the User in which VodoModo Sites are accessed and Company Content is Streamed via a Network to a mobile device, desktop, laptop or any other electronic devices.

c)     "Streamed" means the simultaneous transfer of Individual GeoRich Points of Interest (POI) Video and Audio and Individual GeoRich City Tour Video and Audio that are received by User or User Site or accessed via VodoModo Sites as a continuous real-time stream without downloading video or audio. Downloading of VodoModo GeoRich video and audio is strictly prohibited.

d)    "VodoModo Services" shall mean the services and functionality made available to Users and User Site to use Company Content on and through VodoModo Sites.  

e)     "Company Content" means content that is created by VodoModo.com, LLC ("Company") and made available on or through VodoModo Sites including:

 

i)  Individual GeoRich Points of Interest (POI) Video and Audio

ii) Individual GeoRich City Tour video and Audio

iii)Individual POI geodata including:

(1)   Description

(2)   Address

(3)   City

(4)   Area of City

(5)   State

(6)   Zipcode

(7)   Phone

(8)   Intersection

(9)   Longitude

(10) Latitude

(11) Hours  (when available)

(12) Tickets (when available)

 

f)     "Landmark" means a building or other place that is of outstanding historical, aesthetic, or cultural importance.

g)    "POI Video" means a single video or audio on a single Point of Interest (POI) or Landmark. 

h)     A "Video View" means an single instance in which an Individual GeoRich Points of Interest (POI) Video or Audio or Individual GeoRich City Tour Video or Audio is accessed and begins to be Streamed by User on or through VodoModo Sites, whether said POI video or audio is played in its entirety or not and regardless of whether video or audio is played on User Site or VodoModo Sites.

i)      "Views per Month" means the maximum number of Video Views User can access and use in a given month.

j)      "Overage Fee" means the fee(s) billed to User when User exceeds the maximim View per Month under a given Monthly Subscription Account plan.

k)     "Network" shall mean the collection of a network of computers and electronic devices in general, and shall include, without limitation, the World Wide Web and electronic device content and data distribution telecommunication platforms.

l)      "Third Party Content" means Content that is made available on VodoModo Sites by parties other than Company or the Users, including but not limited to data providers who license data to Company for use on VodoModo Sites. 

m)   "Site Content" means all of the Content that is made available on VodoModo Sites including Company Content and Third Party Content.

 

2)     Eligibility.

 

You must be at least 18 years old to use the VodoModo Services.  In addition, you may not use the VodoModo Services or accept the Terms of Service if (i) you are not of legal age to form a binding contract, or (ii) you are prohibited by law from receiving or using the VodoModo Services.  By accessing or using VodoModo Sites, you represent and warrant that you have the right, authority, and capacity to enter into the Terms of Service and to abide by all of the terms and conditions set forth herein.  If you access or use VodoModo Sites on behalf of a company, entity, or organization, you represent and warrant that you are an authorized representative of such company, entity, or organization with the authority to bind it to the Terms of Service. 

 

3)     Changes to the Terms of Service or VodoModo Sites.

 

The Terms of Service may be modified by Company at any time without prior notice.  Any such modification will be effective upon Company's posting of new Terms of Service.  When these changes are made, Company will post the changes to the Terms of Service on this page and will indicate at the top of this page the date these terms were last revised.  Your continued use of VodoModo Sites after any modification to the Terms of Service indicates your acceptance of the modification.  Unless expressly stated otherwise by Company, any new Services or Site Content implemented after your initial access to VodoModo Sites shall be subject to the Terms of Service.

 

4)     User Accounts.

 

a)     To access or use some of the Services, you may be required to register on VodoModo Sites by creating a User Account and providing information about yourself to Company.  You are solely responsible for maintaining the confidentiality of any passwords or API Keys created in connection with VodoModo Services and Sites, and you are solely responsible for all activities that occur in connection with your User Account.  You agree to notify Company immediately of any unauthorized use of your account.  Company reserves the right to close your account at any time for any or no reason.  In no event shall Company be responsible for unauthorized use of or access to your user account.   There are two types of accounts: 

 

b)    A "Free Account" is an account for use on VodoModo Sites as a representative of a business that is using the VodoModo GeoRichAPI to access Company Content for a period of a time, the greater of 30 consecutive days from the day a business signs up for Free Account or accessing up to 100 video views from/on VodoModo Sites.  In creating or updating a Business Account, you must be an authorized representative of the business in question, and you must provide complete and accurate information about yourself and the business you represent.  You may not provide an email address that is not your own or create multiple Free Accounts for the same business.  Any violation of the foregoing is unlawful. 

 

c)     A "Monthly Subscription Account" is a Boostrap, Startup, Growing or Enterprise Monthly Subscription Account for use on VodoModo Sites as a representative of a business that is using the VodoModo GeoRichAPI to access and Stream Company Content in a given month.  Users prepay for each succeeding month under a Monthly Subscription Account. At the end of every month, the number of Video Views is summed for each Monthly Subscription Account.  If User exceed View per Month for a given month, User is billed Overage Fee of $.07 cents per Video View above maximum Views Per Month regardless of the Monthly Subscription Account.

 

d)    Monthly Subscription Accounts include:

i)      Bootstrap Online Plan (online only, no mobile video support, 2000 video views/month included) - $99/month

ii)     Bootstrap Full Plan (online and mobile video support, 2000 video views/month included) - $199/month

iii)    Startup Online Plan (online only, no mobile video support, 10000 video views/month included) - $449/month

iv)    Startup Full Plan (online and mobile video support, 10000 video views/month included) - $849/month

v)     Growing Online Plan (online only, no mobile video support, 50000 video views/month included) - $1999/month

vi)    Growing Full Plan (online and mobile video support, 50000 video views/month included) - $4499/month

vii)   Enterprise Online Plan (online only, no mobile video support, video views/month determined on a case by case basis) - $TBD/month

viii)  Enterprise Full Plan (online and mobile video support, video views/month determined on a case by case basis) - $TBD/month

 

e)     In creating or updating a User Account, you must be an authorized representative of the business in question, and you must provide complete and accurate information about yourself and the business you represent.  You may not provide an email address that is not your own or create multiple What's Nearby Business Accounts for the same business.  Any violation of the foregoing is unlawful.

 

f)     A Monthly Subscription Account grants User the permission to access and use a maximum number Video Views per Month for a User Site.  When the maximum number of Video Views is reached your permission to access and stream Company Content will continue, however you will be billed Overage Fees.  User must cancel Monthly Subscription Account before it renews each month in order to avoid billing of the next month's per-pay fees to User Payment Method. Company will bill the Monthly Subscription Account fee plus any applicable tax to the Payment Method User provides to Company during registration (or to a different Payment Method if you change your account information).

 

g)    A Monthly Subscription Account will continue and automatically renewal on a month-to month basis unless Users cancels prior to that renewal, or a Users Monthly Subscription Account is cancelled, terminated, or discontinued by User or by Company or User selects a different Monthly Subscription Account plan. User account will automatically be charged (or you will be billed, as applicable) at the rates in effect at the time of renewal.

 

h)     By starting a Monthly Subscription Account, User expressly agrees that Company is authorized to charge User a monthly subscription fee, any applicable tax and any other charges User may incur in connection with use of the Company Content to the Payment Method User provided during registration (or to a different Payment Method if User change User account information). As used in these Terms of Use, "billing" shall indicate either a charge or debit, as applicable, against User Payment Method, including a checking account, where applicable. The Monthly Subscription Account fee will be billed immediately upon signing up for a Monthly Subscription Account and on each monthly renewal thereafter unless and until User cancels Monthly Subscription Account.  Company will automatically bill User Payment Method each month on the calendar day corresponding to the commencement of the Monthly Subscription Account. In the event Users Monthly Subscription Account began on a day not contained in a given month, Company will bill User Payment Method on the last day of such month. For example, if User became signed up for a Monthly Subscription Account on January 31st, User Payment Method would next be billed on February 28th. User acknowledges that the amount billed for each succeeding month, may vary from month to month for reasons that include differing amounts due to promotional offers, differing amounts due to changes in a Users Monthly Subscription Account plan and changes in the amount of applicable sales tax and User authorizes Company to charge User Payment Method for such varying amounts.  All fees and charges are nonrefundable and there are no refunds for unused Video Views.  If User wants to use a different Payment Method or if there is a change in User credit card validity or expiration date, User may edit User Payment Method information by contacting Company. If User Payment Method reaches its expiration date and User does not edit User Payment Method information or cancel User account (see, "Cancellation" below), User authorize us to continue billing that Payment Method and User remains responsible for any uncollected amounts.

 

5)     Cancellation. User may cancel Monthly Subscription Account at anytime, and cancellation will be effective immediately. WE DO NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL-MONTH MEMBERSHIP PERIODS OR UNUSED VIDEO VIEWS. To cancel, email Company at cancel@vodomodo.com.  We reserve the right to cancel your Monthly Subscription Account at any time if you fail to pay amounts owing to us when due, violate or breach any of these Terms, or for any other reason in our sole discretion. If your Monthly Subscription Accountis cancelled, you will still be responsible for payment of all outstanding balances accrued through the cancellation date, including any fees described herein.

 

6)     Changes in Fees. Our fees and other charges are subject to change without notice.

 

7)     Payments. All payments must be made in U.S. dollars. We do not accept recurring payment plans from cards issued by Canadian Card Issuers nor any GIFT cards issued by Visa, MasterCard, American Express or Discover.

 

8)     Taxes. Users are responsible for all taxes or other government fees and charges, if any, which are assessed based on the Service address on your account.

 

9)     Fees. We will charge User one or more of the following fees, all of which are subject to change without notice: Returned Payment Fee: If any bank or other financial institution refuses to honor any payment of yours, we may charge you a fee that is the lesser of (i) $20.00 ($15.00 for residents of West Virginia); and (ii) the maximum amount permitted under applicable law. You acknowledge that this fee is not an interest charge, finance charge, or other such charge or payment of a similar nature and it is reasonably related to the actual expense we incur due to unsatisfied payment.

 

10)  Restrictions on Use.

 

a)     You agree that you will not (and will not permit others to):

 

i)      take any action to download, capture, scrape or record any Company Content from the use VodoModo Sites;

ii)     use VodoModo Sites to transmit or post spam, chain letters, contests, junk email, pyramid schemes, surveys, or other mass messaging, whether commercial in nature or not;

iii)    use VodoModo Sites for promotional or commercial purposes, unless expressly allowed to do so by Company;

iv)    use VodoModo Sites to promote bigotry or discrimination against protected classes;

v)     use VodoModo Sites to violate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;

vi)    use VodoModo Sites to transmit or post illegal materials, including material that is pornographic or obscene;

vii)   use VodoModo Sites in connection with the solicitation of personal information from minors;

viii)  use VodoModo Sites in violation of the Terms of Service, API Agreement or any applicable local, state, national or international law;

ix)    modify, adapt, appropriate, reproduce, distribute, translate, create derivative works of, publicly display, sell, trade, or in any way exploit VodoModo Sites, the VodoModo Services, or any of Company Content, except as expressly authorized by Company;

x)     reverse engineer any portion of VodoModo Sites;

xi)    remove any copyright, trademark or other proprietary rights notices contained on VodoModo Sites or in any Company Content;

xii)   use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve or index any Company Content or information from VodoModo Sites;

xiii)  access, retrieve or index any portion of VodoModo Sites for purposes of constructing or populating a searchable database;

xiv) reformat or frame any portion of VodoModo Sites;

xv)  take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on Company's technology infrastructure; or

xvi) attempt to gain unauthorized access to VodoModo Sites, Company Content, User accounts, computer systems or networks connected to VodoModo Sites through hacking, password mining or any other means; use VodoModo Sites or any Company Content to transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature; use any device, software or routine that interferes with the proper working of VodoModo Sites, or otherwise attempt to interfere with the proper working of VodoModo Sites; use VodoModo Sites to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, VodoModo Sites or VodoModo Service or Company Content; remove, circumvent, disable, damage or otherwise interfere with any security-related features of VodoModo Sites, features that prevent or restrict the use or copying of Company Content, or features that enforce limitations on the use of VodoModo Sites.

 

11)  Copyright Dispute Policy.

 

Company has adopted the following policies and procedures toward copyright infringement in accordance with Title 17, United States Code, Section 512(c), which is part of the Digital Millennium Copyright Act ("DMCA").  The address of Company's Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is provided at the bottom of this section.  It is Company's policy to (i) respond to notices of alleged copyright infringement that comply with the DMCA; and (ii) terminate the accounts of those who Company determines to be "repeat infringers".

 

INTELLECTUAL PROPERTY COMPLAINTS

 

Company and its affiliates respect the intellectual property of others and has taken steps to ensure that all of its content is original to Company or its affiliates, properly licensed from content providers or in the public domain.  If you believe that any Company Content, or portion of Company Content, infringes your intellectual property rights, please follow our Notice and Procedure for Making Claims of Copyright Infringement.

 

NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT UNDER THE DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA)

 

If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Company's copyright agent the written information specified below.  Please note that this procedure is exclusively for notifying Company and its affiliates that your copyrighted material has been infringed. 

 

(1)   An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (2) a description of the copyrighted work that you claim has been infringed upon; (3) a description of where the material that you claim is infringing is located on VodoModo Sites; (4) your address, telephone number, and e-mail address; (5) a statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (6) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

 

Company's Copyright Agent for notice of claims of copyright infringement on its site can be reached as follows:

 

Steven Radlinger

VodoModo.com, LLC

5102 Odana Rd.

Madison, WI 53711

steve@vodomodo.com

Office: 414-732-1297

Fax: 866-708-3112

 

The Designated Agent should only be contacted in connection with the issues raised in this Section.  All other inquiries directed to the Designated Agent will not be responded to.

 

12)  Unauthorized Access.

 

Company reserves the right to exercise whatever lawful means it deems necessary to prevent unauthorized access to or use of VodoModo Sites or Company Content, including, but not limited to, technological barriers, IP mapping, and contacting your Internet Service Provider (ISP) regarding such unauthorized use.

 

13)  Investigations.

 

Company, in its sole discretion, may (but has no obligation to) monitor or review the VodoModo Services and Company Content at any time.  If Company becomes aware of any possible violations by you of the Terms of Service or any law or third party right, Company reserves the right to investigate such violations.  If, as a result of such investigation, Company believes that criminal activity has occurred, Company reserves the right to refer the  matter to, and to cooperate with, any and all applicable law enforcement authorities.  Except to the extent prohibited by applicable law, Company is entitled to disclose any information or your User Account information, in Company's possession in connection with your use of the VodoModo Services to (i) comply with applicable law, legal process or governmental request, (ii) enforce the Terms of Service, (iii) respond to any Claims of Copyright Infringement, or any law or third party right, (iv) respond to your requests for customer services, or (v) protect the rights, property or personal safety of Company, its Users or the public, and law enforcement or other government officials, as Company in its sole discretion believes to be necessary or appropriate.

 

14)  Termination.

 

a)     Company reserves the right (but is under no obligation) to terminate or suspend your User Account or your ability to use VodoModo Sites, in whole or in part, at Company's sole discretion, for any or no reason, and without notice or liability of any kind.  Termination of your User Account may include: (i) removal of access to all offerings within the VodoModo Services; (ii) deletion of your API Key(s) or password(s) and all related information, files and materials associated with or inside your User Account (or any part thereof); and (iii) barring of further use of the VodoModo Services.  You agree that Company shall not be liable to you or any third party for any termination of your User Account, or access to VodoModo Sites, VodoModo Services or Company Content.

 

b)    You may terminate the Terms of Service at any time by closing your account, discontinuing your use of any and all parts of VodoModo Sites, and providing Company with a notice of termination here.

 

c)     The Terms of Service will continue to apply until terminated by either you or Company.  Sections 9, 11, 12, 14, 15, 16, 17, 18 and 19 shall survive any termination of this Agreement. [Larry?]

 

15)  Feedback.

 

a)     Dissatisfaction. If you are dissatisfied with the VodoModo Services, please provide feedback through our contact us page. Your only other remedy with respect to any dissatisfaction with (i) the VodoModo Sites, VodoModo Services or Company Content, (ii) the Terms of Service, (iii) any policy or practice of Company in operating the VodoModo Sites, or (iv) any content or information transmitted through the VodoModo Sites, is to terminate the Terms of Service and your User Account.

 

b)    Suggestions and Improvements. By sending us any ideas, suggestions, documents or proposals ("Feedback"), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, publish, distribute and sublicense the Feedback.

 

16)  Ownership.

 

VodoModo owns the VodoModo Site, VodoModo Services and Company Content, including but not limited to visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, aggregate user review ratings, and all other elements and components of VodoModo Sites excluding Third Party Content.  Company also owns the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights (the "IP Rights") associated with the Company Content and VodoModo Sites, which are protected by United States copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws.  As such, you may not modify, reproduce, distribute, create derivative works of, publicly display or in any way exploit, any of the Company Content in whole or in part except as expressly authorized by Company.  Except as expressly and unambiguously provided herein, Company does not grant you any express or implied rights, and all rights in and to VodoModo Sites and the Company Content are retained by Company. 

 

17)  Warranties, Disclaimers, and Limitations of Liability.

 

a)     VODOMODO SITES AND ALL COMPANY CONTENT IS MADE AVAILABLE TO YOU ON AN "AS IS" BASIS.  VODOMODO.COM, LLC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO (1) THE OPERATION AND FUNCTIONALITY OF VODOMODO SITES OR SERVICES, (2) THE ACCURACY, INTEGRITY, COMPLETENESS, QUALITY, LEGALITY, USEFULNESS, SAFETY, AND IP RIGHTS OF ANY OF VODOMODO SITES OR COMPANY CONTENT, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF HISTORICAL INFORMATION OF A POI VIDEO OR AUDIO, AND (3) THE PRODUCTS AND SERVICES ASSOCIATED WITH VODOMODO SITES OR COMPANY CONTENT.  VODOMODO.COM, LLC FURTHER DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM VODOMODO.COM, LLC OR VODOMODO SITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. 

 

b)    VODOMODO.COM, LLC SPECIFICALLY DISCLAIMS ALL LIABILITY RELATING TO YOUR USE OF VODOMODO SITES, SERVICES, AND COMPANY CONTENT.  ACCESS TO, AND USE OF, VODOMODO SITES, SERVICES, AND COMPANY CONTENT ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM.  VODOMODO.COM, LLC ASSUMES NO LIABILITY FOR ANY COMPUTER VIRUS OR SIMILAR CODE THAT IS DOWNLOADED TO YOUR COMPUTER FROM  OR THROUGH VODOMODO.COM, LLC OR IN CONNECTION WITH THE SERVICES.

 

c)     YOUR COMMUNICATIONS OR DEALINGS WITH ANY OF THE BUSINESSES, ADVERTISERS, OR USERS ON VODOMODO.COM, LLC, ARE SOLELY BETWEEN YOU AND SUCH BUSINESSES, ADVERTISERS, AND USERS.  VODOMODO.COM, LLC IS NOT RESPONSIBLE, AND DISCLAIMS ALL LIABILITY, FOR ANY LOSS OR DAMAGE ARISING OUT OF ANY SUCH COMMUNICATIONS OR DEALINGS.  VODOMODO.COM, LLC RESERVES THE RIGHT (BUT HAS NO OBLIGATION) TO MONITOR DISPUTES BETWEEN YOU AND SUCH BUSINESSES, ADVERTISERS, AND USERS.

 

d)    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  IF YOU RESIDE IN SUCH A JURISDICTION, THE ABOVE LIMITATIONS SHALL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

 

18)  Limitation on Liability.

 

WITHOUT LIMITING THE FOREGOING, VODOMODO.COM, LLC WILL NOT BE LIABLE UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO LOSS OF PROFITS, BUSINESS INTERRUPTION, AND/OR LOSS OF INFORMATION OR DATA.  NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, VODOMODO.COM, LLC'S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (i) THE AMOUNT PAID, IF ANY, BY YOU TO VODOMODO.COM, LLC IN CONNECTION WITH VODOMODO SITES IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (ii) US $100.00.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.  IF YOU RESIDE IN SUCH A JURISDICTION, THE ABOVE LIMITATIONS AND EXCLUSIONS SHALL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

 

19)  Indemnity.

 

You agree to indemnify and hold VodoModo.com, LLC its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, content producers, content providers, agents and representatives of each of them harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (i) your access to or use of VodoModo Sites or Services or Company Content, (ii) your violation of the Terms of Service, or (iii) the infringement by you, or any third party using your User Account, of any intellectual property or other right of any person or entity.  VodoModo.com, LLC reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.  You agree not to settle any matter without the prior written consent of Company.  VodoModo.com, LLC will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

 

20)  Third Parties.

 

a)     VodoModo Sites may include links to other websites (the "Third Party Sites").  Company does not control or endorse any Third Party Site, and you agree that Company is not responsible for the availability or contents of any Third Party Site.

 

b)    VodoModo Sites's mapping feature is powered by Google Inc.  Your use of the mapping feature is governed by Google Inc.'s terms of use located at http://maps.google.com/help/terms_maps.html (or such other URL as may be updated by Google Inc.). 

 

21)  Miscellaneous.

 

a)     If there is any dispute about or involving VodoModo Sites or Company, you agree that any such dispute will be governed by the laws of the State of Wisconsin without regard to its conflict of law provisions.  You agree to personal jurisdiction by and venue in the state and federal courts in Dane County, Wisconsin.

 

b)    No agency, partnership, joint venture, or employment is created as a result of the Terms of Service, and you do not have any authority of any kind to bind Company in any respect whatsoever. 

 

c)     Company may provide you with notices, including those regarding changes to the Terms of Service by email, regular mail or postings on VodoModo Sites.

 

d)    Nothing herein is intended, nor will be deemed, to confer rights or remedies upon any third party.

 

e)     The Terms of Service contain the entire agreement between you and Company regarding the use of VodoModo Sites, and supersede any prior Terms of Service agreement between you and Company on such subject matter. 

 

f)     The failure of Company to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.  The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. 

 

g)    If any provision of the Terms of Service is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the Terms of Service shall otherwise remain in full force and effect and enforceable.

 

h)     The Terms of Service are not assignable, transferable or sublicensable by you except with Company's prior written consent, but may be assigned or transferred by Company without restriction.  Any assignment attempted to be made in violation of the Terms of Service shall be void.

 

i)      The section titles in the Terms of Service are for convenience only and have no legal or contractual effect. 

 

22)  Contact and Violations.

 

Please contact us with any questions regarding the Terms of Service.  Please report any violations of the Terms of Service to our legal department through the contacts page here.

 

23)  Marks.

 

VodoModo and the VodoModo logo are proprietary service marks of VodoModo.com, LLC