Terms of Use

Online Venue

VideoPros makes the Site available as an online venue where Buyers and Service Providers (as such terms are defined below) locate and collaborate with each other and use the VideoPros Products and Services. VideoPros is NOT involved in the dealing and contracting between Buyers and Service Providers, or in the Service Providers delivery of Professional Services to Buyers. VideoPros has no control over and does not guarantee the quality, safety or legality of Professional Services advertised, the truth or accuracy of listings, the qualifications, background, or abilities of Members, the ability of Service Providers to deliver Professional Services, the ability of Buyers to pay for Professional Services, or that a Buyer or Service Provider can or will actually complete a transaction.

Technology and Licensing Services

The Site is a venue where Buyers can license motion content and images. Technology Services ("Technology Products and Services") include, but are not limited to the Site and VideoPortal. Licensing Services ("Licensing Products and Services") allow buyers to license motion content and images from VideoPros. Licensing Agreements between VideoPros and Service providers can be found in our Licensing Agreements.

Connection Services

The Site is a venue where (1) Buyers can conduct searches and locate, connect with, choose, and engage Service Providers and; (2) Service Providers advertise their capabilities, upload and post videos, respond to inquiries, and locate, connect with and engage Buyers to provide their Professional Services directly to Buyers.

As used throughout the Agreement:

"Account" means the VideoPros Account you open when you register to become a User and use the VideoPros Products and Services.

"User" means a person or legal entity that registers for an Account.

"Visitor" means a person who is only visiting the Site, not a User.

"Buyer" means a User or Visitor that investigates and purchases Professional Services from Service Providers, Technology Products and Services or Licensing Products and Services from VideoPros.

"Service Provider", "Video Pro" or "Content Provider" means a User that offers and delivers Professional Services and/or Licensing Products and Services.

"Licensing Products and Services" means all motion content and image licensing products and services.

"Professional Services" means all Projects, Bids and any other Products and Services delivered by Service Providers.

"You" means a Visitor or User accessing the Site or using the VideoPros Products and Services; or, if the Products and Services are used on behalf of a company or organization, "you" means the Visitor or User for which the Products and Services are used and the User who accesses the Site on behalf of such Visitor or User (and such User represents that he or she has the authority to do so on the Visitor or User's behalf).

VideoPros may make certain Professional Services available in a pre-release form or format ("Beta Versions"). The Beta Versions may contain different features than the final version that VideoPros intends to distribute commercially. VideoPros reserves the right at any time not to release commercial versions of the Beta Versions, or, if released, to alter features, specifications, capabilities, functions, licensing terms, release dates, general availability or other characteristics. The Beta Versions may not be suitable for production or commercial use and may contain bugs or errors affecting their proper operation. No Beta Versions should be used to support "mission critical" applications or in environments requiring fail safe or error free performance.

General Conduct

User must use the VideoPros Products and Services in a manner consistent with the permitted use of such VideoPros Products and Services. Unless otherwise expressly permitted in writing by VideoPros, User may not assign, transfer, distribute, resell, lease or otherwise provide access to any third party to the VideoPros Products and Services, or use the VideoPros Products and Services with or for the benefit of any third party (other than end users). User may only use the VideoPros Products and Services for lawful purposes and in accordance with this Agreement.

The boldface paragraph headings in the Terms of Use are included for ease of reference only and have no binding effect. The Terms of Use and all documents referenced in the Terms of Use comprise the entire agreement between you and VideoPros with respect to the use of this Site and supersede all prior agreements between the parties regarding the subject matter contained herein as well as any conflicting or inconsistent terms in any Web site that link to or are linked from this Site.

Fees

You agree to pay all fees applicable to your use of the VideoPros Products and Services, and you agree not to circumvent VideoPros's fee structure.

Account Creation

To become a User and use the services available from the Site you must register for an "Account". You must provide true, accurate and complete information as prompted by the registration form, and update such information to maintain its truth, accuracy and completeness. VideoPros may suspend or terminate your Account if information you provide is not complete or accurate. You must safeguard the User ID and password you use to access this Site. We may rely on any use of the Site with your User ID and password as authorized by you. You must not register for more than one Account.

Password Security

You agree to safeguard the User ID and password you use to access this Site. You authorize us to assume that any person using the Site with your User ID and password either is you or is authorized to act for you. Further, your VideoPros Account (including feedback) and User ID may not be transferred or sold to another party.

Licensing Products and Services

VideoPros is a venue for licensing motion and image content. VideoPros is NOT responsible for obtaining clearance for content. Users agree to obtain clearance for content on the Site, including but not limited to, copyrights, trademarks, rights of privacy, rights of publicity, and false endorsement. Users assume all liability for licensing and purchasing content on the Site and do so at their own risk. For more information see the VideoPros Copyrights and Licensing Agreements.

Professional Services

You acknowledge and agree that whenever you use our Connection Services you locate, choose, connect with and engage directly other Users of the Site to receive or deliver Professional Services in accordance with the Terms of Use. VideoPros is not involved in the Service Providers' delivery of Professional Services to Buyers. VideoPros is not a party to any contract for any purchase and sale of Projects or any other Professional Service on the Site. All rights and obligations for the purchase and sale of any Professional Services are solely between Buyers and Service Providers. Each Buyer and Service Provider must look solely to the other for enforcement and performance of all the rights and obligations arising from Professional Services in accordance with the Terms of Use and any other terms, conditions, representations, or warranties associated with such dealings.

If you wish to provide Professional Services through VideoPros, you agree to provide true, accurate, complete information and to update such information to maintain its truthfulness, accuracy and completeness. VideoPros considers true and accurate location only the primary place from which your Professional Services are rendered. Misleading information about your location, including, but not limited to, using a satellite location in another country, is not allowed on VideoPros. At the beginning of your registration, and from time to time thereafter, your Account may be subject to verification as well as editorial and feedback reviews. VideoPros can suspend or terminate your Account upon the discovery that any information you provided or posted is not complete or accurate, or as a result of other violations of the Terms of Use.

Free Account and Pro Account

VideoPros offers two Account types: Free and Pro. The free account provides Users with 5GB of storage, unlimited High Definition (HD) and Standard Definition (SD) uploads and streams on the Site, and unlimited SD embeds on other Web sites. The Pro Account (also referred to as the Pro Upgrade) provides users with 500 GB of storage, unlimited HD and SD uploads and streams on the Site, unlimited SD embeds on other Web sites and HD embeds on other web sites according to pricing options listed on the Site. VideoPros reserves the right to change offerings and services provided by each Account without warning to Users. Please refer to this section of the Terms of Use for updates.

Cancellation Instructions

To completely cancel your account membership, including payments for a Pro Upgrade, and remove all account information not currently licensed to other Users from VideoPros, contact us. You will not be liable for any future fees after your cancellation is effective, however, you will remain liable for any outstanding balance on your account, if any. In any notice of cancellation, you must include:

1. Your full name, VideoPros Username, phone number and address.
2. The last five digits of the payment method currently used for your Account (for your security).
3. Only if you are canceling via fax or certified mail, a printout of your Account Status page.

Please note that we will not be able to process cancellation requests unless all of the above information is provided.

Taxes, Reporting and Legal Responsibilities

Each User is solely responsible for satisfying any income tax, VAT, payroll tax, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law, including without limitation those applicable to the purchase and sale of Professional Services from and by independent contractors.

Directory of Service Providers

The Site contains a directory of Service Providers. The directory is populated with information from third party sources, from Service Providers themselves and from other Users. VideoPros provides this directory as a convenience and does not confirm or verify the information contained in it.

Third Party Products, Services, Content and Links

VideoPros makes available to Users and Visitors on the Site various products, services and content provided by third parties. VideoPros is NOT responsible for any products, services, content, offers or other information made available by third parties. VideoPros neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information or statement made on this Site by anyone other than authorized VideoPros employees acting in their official capacities. VideoPros does not confirm or verify if a Service Provider claiming to be a professional or claiming to be qualified to provide professional advice is in fact licensed or otherwise qualified to provide the Services or advice being requested.

This Site may contain links to third party web sites or resources and may access and use certain services offered by those third parties. All third party products, services and content will be governed by the terms and policies of their web site, resource or service provider. These services are owned and operated by the third party service providers and their licensors. You acknowledge and agree that VideoPros is not responsible or liable for: (i) the availability or accuracy of such sites or resources; or (ii) the content, advertising, services or products on or available from such Sites or resources. The inclusion of any link on the Site does not imply that we endorse the linked site. You use the links and these services at your own risk.

No Agency

The Terms of Use and any registration for or subsequent use of this Site will not be construed as creating or implying any relationship of agency, franchise, partnership or joint venture between you and VideoPros, except and solely to the extent expressly stated.

Access and Interference

You agree that you will not use any robot, spider, scraper or other automated means to access the Site for any purpose without our express written permission. Additionally, you agree that you will not: (a) take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (other than content you have submitted to the Site) from the Site, any software code that is part of the Site, or any services that are offered on the Site without the prior express written permission of VideoPros and the appropriate third party, as applicable; (c) interfere or attempt to interfere with the proper operation of the Site or any activities conducted on the Site; or (d) bypass any measures we may use to prevent or restrict access to the Site or any subparts of the Site.

Data

You are responsible for creation, storage, and backup of your business records. The Terms of Use and any registration for or subsequent use of this Site will not be construed as creating any responsibility on VideoPros's part to store, backup, retain, or grant access to any information or data for any period.

User Notification

You acknowledge and agree that the value, reputation and goodwill of the Site depend on transparency of User registration status to all Users, including both yourself and other Users who are communicating with you. You therefore agree as follows: IN THE EVENT VIDEOPROS SUSPENDS OR TERMINATES YOUR REGISTRATION, VIDEOPROS WILL HAVE THE RIGHT BUT NOT THE OBLIGATION TO (1) NOTIFY OTHER USERS ENGAGED IN ACTIVE PROJECTS WITH YOU TO INFORM THEM OF YOUR SUSPENDED OR TERMINATED REGISTRATION STATUS AND (2) PROVIDE THEM WITH SUMMARY REASONS FOR THE ACTION.

WARRANTY DISCLAIMER

THE SERVICES PROVIDED BY VIDEOPROS OR ANY OF OUR LICENSORS OR SERVICE PROVIDERS ARE PROVIDED "AS IS," AS AVAILABLE, AND WITHOUT ANY WARRANTIES OR CONDITIONS (EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE). WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE WEB SITE BY ANY THIRD PARTY. SOME STATES AND JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

IN NO EVENT SHALL WE OR OUR LICENSORS OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY OTHER USER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED IN THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY. SOME STATES AND JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

THIS WEB SITE COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY MADE TO THE INFORMATION HEREIN; THESE CHANGES WILL BE INCORPORATED IN NEW EDITIONS OF THE WEB SITE. VIDEOPROS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE PRODUCT(S) AND/OR THE PROGRAM(S) DESCRIBED IN THIS PUBLICATION AT ANY TIME.

RELEASE

If you have a dispute with another User, you release VideoPros (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. You hereby waive California Civil Code §1542 (and any analogous law in any other applicable jurisdiction), which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

INDEMNITY

You agree to defend, hold harmless and indemnify VideoPros from and against any and all losses, costs, expenses, damages or other liabilities incurred by VideoPros from and against any cost, liability, loss, damage, cause of action, claim, suit, proceeding, demand or action brought by a third party against VideoPros: (a) in connection with your use of the Services including any payment obligations incurred through use of the Services; or (b) resulting from: (i) your use of the Site (ii) your decision to supply credit information via the Site, including personal financial information; (iii) your decision to submit postings and accept offers from other Users; (iv) any breach of contract or other claims made by Users with which you conducted business through the Site; (v) your breach of any provision of this Agreement; (vi) any liability arising from the tax treatment of payments or any portion thereof; (vii) any negligent or intentional wrongdoing by any User; (viii) any act or omission of yours with respect to the payment of fees to any Service Provider; (ix) your dispute of or failure to pay any invoice or any other payment; and/or (x) your obligations to a Service Provider. Any such indemnification shall be conditioned on our: (a) notifying you in writing of any such claim, demand, action, cost, liability, loss or threat of any thereof; (b) cooperating with you in the defense or settlement thereof; and (c) allowing you to control such defense or settlement. We shall be entitled to participate in such defense through our own counsel at our own cost and expense. We reserve the right to report any wrongdoing of which we become aware to the applicable government agencies or otherwise.

Security Violations

User is prohibited from violating or attempting to violate the security of the VideoPros Products and Services, or any third party network, system, server, or account, including, without limitation, engaging in any of the following activities: (a) accessing data, servers, accounts, databases, etc. which such User is not authorized to access, (b) impersonating VideoPros personnel, (c) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization, (d) attempting to interfere with, disrupt or disable service to any user, host or network, including, without limitation, via means of overloading, "flooding," "mailbombing," "denial of service" attacks, or "crashing," (e) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting, (f) taking any action in order to obtain services to which such User is not entitled, or (g) attempting to utilize another party's account name or persona without authorization from that party. User is also prohibited from attempting any action designed to circumvent or alter any method of measuring or billing for VideoPros Products and Services. Violations of system or network security may result in civil or criminal liability.

Overview

If a dispute arises between you and VideoPros, our goal is to resolve such dispute quickly and cost effectively. Accordingly, you and VideoPros agree that we will resolve any claim or controversy at law or equity that arises between us out of this Agreement or the VideoPros Products and Services (a "Claim") in accordance with this section entitled "Resolution of Disputes Between VideoPros and Its Users." Before resorting to these alternatives, you agree to first contact us directly to seek dispute assistance.

Law and Forum for Disputes

The Terms of Use are governed in all respects by the laws of the State of Colorado without giving effect to any principle that may provide for the application of the law of another jurisdiction. You agree that any claim or dispute you may have against VideoPros must be resolved by a court located in Denver County, Colorado, or as described in the Arbitration Option paragraph below. You hereby submit to the personal jurisdiction of the courts located within Denver County, Colorado for the purpose of litigating all such claims or disputes. Any cause of action you may have with respect to this Site must be commenced within 30 days after it arises, or the cause of action is barred.

Arbitration Option

For any claim arising between you and VideoPros (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost-effective manner through binding non-appearance-based arbitration. A party electing arbitration must initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration will be conducted by telephone, online and/or be solely based on written submissions, the specific manner will be chosen by the party initiating the arbitration; (b) the arbitration will not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) if an arbitrator renders an award the party receiving the award may enter any judgment on the award in any court of competent jurisdiction.

Improperly Filed Claims

Should you file a claim contrary to this section entitled "Resolution of Disputes Between VideoPros and Its Users," VideoPros will be entitled to recover attorneys' fees and costs up to $5,000, provided that VideoPros has notified you in accordance with the Terms of Use of the improperly filed claim, and you have failed to promptly withdraw the claim.

Responsibility For Content

VideoPros takes no responsibility for any User or User content created, accessible or delivered on or through the VideoPros Products and Services. VideoPros does not monitor or exercise any editorial control over such content. User is solely responsible for (i) any content published or made available through the VideoPros Products or Services by User and its Users and (ii) compliance with all laws applicable to the publication and distribution of such content. User shall be solely responsible for maintaining a copy of its content.

You agree to provide true, accurate and complete information whenever you post any information or content on the Site (including but not limited to posting a request for Professional Services, bidding on a Project, posting your profile and providing feedback). You agree to update such information whenever it changes. You agree to use good judgment when posting information, remarks or other content regarding other Users, Visitors, Buyers, Service Providers, VideoPros or any other third party. You understand that you may be held legally responsible for damages suffered by other Users, Visitors, Buyers, Service Providers, VideoPros or any third party as a result of legally actionable or defamatory comments, remarks or other information or content which you post to the VideoPros Site. Under federal law (specifically, the Communications Decency Act of 1996), VideoPros is not legally responsible for any remarks, information or other content posted or made available on its Site by any User or third party, even if such information or content is defamatory or otherwise legally actionable. VideoPros is not responsible for and does not monitor or censor content for accuracy or reliability. VideoPros reserves the right to remove or restrict access to any information, content or project posted or made available on the Site in its sole discretion, or if ordered to do so by a court, or if VideoPros considers such information or content to be in violation of the Terms of Use.

Content Guidelines

We require all VideoPros Users to abide by the Content Guidelines. This list is not meant to be exhaustive, but merely illustrative of examples of conduct deemed by VideoPros to be inappropriate, improper or harmful to VideoPros's reputation, Products and Services and therefore prohibited when using the VideoPros Products and Services or Site. Upon receipt by VideoPros of notice of the aforementioned violations, the content in question will be reviewed and may be removed from the VideoPros website. Appropriate authorities may be notified.

Content Violations

You agree NOT to do any of the following on the Site:

• Post, transmit or upload dangerous or illegal acts including but not limited to incitement to violence, animal abuse or drug abuse
• Post, transmit or upload child pornography or exploitation
• Post, transmit or upload unlawful, obscene, defamatory or libelous material
• Post, transmit or upload any sexually explicit content including but not limited to images of rape, bestiality, intercourse, masturbation, sadistic or masochistic abuse, explicit depiction of male or female genitalia or pubic areas, pedophilia or necrophilia
• Post, transmit or upload abuse, drug abuse, or bomb making
• Post, transmit or upload graphic or gratuitous violence – people getting hurt, attacked, or humiliated
• Post, transmit or upload gross-out content of accidents, dead bodies or similar things
• Post, transmit or upload hate speech which attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and sexual orientation/gender identity
• Post, transmit or upload predatory behavior, stalking, threats, harassment, invading privacy, or the revealing of other users' personal information
• Post, transmit or upload false or misleading information about a product, service or service request
• Post, transmit or upload unprofessional or offensive comments about a User, Visitors, Service Provider, Buyer, VideoPros or any third party.

Inappropriate and Illegal Content

User shall not use the VideoPros Products and Services to transmit, distribute or store material that violates the Terms of Use. User shall ensure that its and its Users' use of the VideoPros Products and Services and all content transmitted, distributed or stored on the VideoPros Products and Services do not violate any applicable domestic or foreign laws or regulations including but not limited to laws relating to content distribution, encryption or export or any rights of any third party. User shall not use the VideoPros Products and Services to transmit, distribute or store material that contains a virus, worm, Trojan horse, or other component harmful to the VideoPros Products and Services, any other network or equipment, or other Users.

Fraudulent/Misleading Content

User shall not use the VideoPros Products and Services to transmit or distribute material containing fraudulent offers for goods or services, or any advertising or promotional materials that contain false, deceptive, or misleading statements, claims, or representations.

Content Rights and Remedies

If User becomes aware of any content or activity that violates this Terms of Use, User shall take all necessary action to prevent such Content from being routed to, passed through, or stored on the VideoPros Products and Services. To the extent VideoPros becomes aware of any content or activities that VideoPros deems, in its sole discretion, to be in violation of this Terms of Use, VideoPros may immediately block access to such content, suspend or terminate any affected VideoPros Products and Services, or take any other actions VideoPros deems appropriate. VideoPros shall be solely responsible for determining if any content or action violates this Terms of Use. VideoPros reserves the right to terminate or suspend services if the continued provision of services would violate law or otherwise harm VideoPros or the VideoPros Products and Services or Users. VideoPros also reserves the right to cooperate with legal authorities and third parties in the investigation of alleged wrongdoing, including disclosing the identity of the party that VideoPros deems responsible for the wrongdoing. VideoPros will endeavor to provide notice to User prior to suspension or termination of VideoPros Products and Services but may immediately suspend or terminate in instances where continued provision of VideoPros Products and Services would have a material adverse effect on VideoPros. VideoPros shall not be liable for any damages of any nature suffered by any User, User, or any third party resulting in whole or in part from VideoPros's exercise of its rights under this Terms of Use. User agrees to indemnify VideoPros for any and all damages, claims, suits, costs or expenses asserted against or incurred by VideoPros related to or in connection with a violation of this Terms of Use by User or its Users.

Project Guidelines

You agree to utilize the following project guidelines:

• Post Projects with clear scope, well-defined deliverables and required time frames.
• Answer clarifying questions from Service Providers and update the project description.
• Evaluate multiple proposals against criteria important to you.
• Accept a proposal only when it has a clear statement of work, well-defined deliverables and milestones, precise timeframes and payment terms.
• Ask for full contact information, for example telephone, and address information, of the other party once a bid proposal has been selected.
• After the project is completed, leave objective, balanced ratings and feedback.
• If the Service Provider does not complete the project, leave objective, balanced ratings and feedback.

Project Violations

You agree NOT to do any of the following on the Site:

• Post any project, submit any bid or proposal, or otherwise use VideoPros to transmit any content or conduct any transaction that would violate any applicable law or regulation in the U.S. and any other country.
• Post any Projects that are fake, posted without the intention to award or complete the project or posted only to receive pricing information.
• Post any Projects that offer commission or equity compensation.
• Post any Projects that request free Services unless the Buyer is a charitable, non-profit, religious and educational organization within the meaning of Section 501(c)(3) of the Internal Revenue Code.
• Post Projects related to bulk email or spam, including but not limited to bulk email hosting, scripts, active code, programs, proxies, lists and relay servers
• Post any project, bid, proposal, deliverable or transmit any content that infringes a third party's intellectual property rights, license rights, the terms and conditions of use of such third party's Web site or copyrighted materials or such third party's rights of publicity or privacy.
• Post any project, bid, proposal, deliverable or transmit any content related to or containing the General Content Violations (see above).

Anyone caught using restricted content may be permanently banned from VideoPros. To report content violations please email: violations@videopros.com

Ratings and Reviews

You acknowledge and agree that the Site will contain public feedback from Users with whom you have transacted. You acknowledge that feedback results for you may consist of comments and ratings left by other Users and that VideoPros may calculate a composite feedback number based on these individual ratings. Service Providers agree to be rated by Buyers along several criteria, as determined by VideoPros. VideoPros provides its feedback and rating system as a means through which Users can express their opinions publicly, and VideoPros does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability unless a User brings the posting to VideoPros' attention. You may be held legally responsible for damages suffered by other VideoPros Users or third parties as a result of these remarks if a court finds that these remarks are legally actionable or defamatory. Under federal law, VideoPros is not legally responsible for any feedback or comments posted or made available on this Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. You agree to report violations or abuses of our rating and feedback system immediately by emailing violations@videopros.com and agree not to take any actions that undermine the integrity of the feedback system, including but not limited to the following:

• Leaving fake feedback for yourself or another User such as using a secondary Username or other VideoPros users to artificially raise the level of your own feedback or create negative feedback for another User.
• Feedback threats such as demanding another User or Member to perform a task by threatening to leave negative feedback or withholding deliverables or funds until another User or Member agrees to leave positive feedback or no feedback.
• Feedback solicitation such as offering to sell or buy Products or Services in exchange for good feedback, trading feedback undeservedly or buying feedback.

In order to protect the integrity of the feedback system and protect Users from abuse, VideoPros will consider removing feedback under the following scenarios:

• Feedback or information posted seeks to elicit or solicit any User's contact information, such as other Users' email addresses, for any non-VideoPros related commercial or business purposes, or to transmit any unsolicited advertising, "junk mail," "spam," or "chain letters."
• Feedback or information posted contains language that is profane, vulgar, racist or contains adult material. Insulting or inflammatory feedback is strongly discouraged but will not be removed.
• Feedback or information posted is shown to have been left by any User who is in violation of VideoPros's Eligibility requirements, or by or for a User who has conducted any fraudulent transaction.
• Feedback or information posted is not directly related to transactions conducted through VideoPros.
• Feedback or information posted makes any reference to actions taken or purported to be taken by VideoPros or any law enforcement organization.
• When VideoPros is provided with a ruling or settlement agreement from a valid and certified dispute resolution service, or is provided with a court order finding that the disputed feedback is slanderous, libelous, defamatory or otherwise illegal.
• The User who left feedback provided VideoPros with false contact information during the transaction period (as verified by VideoPros) and cannot be contacted by VideoPros.
• The User who left feedback is participating in a VideoPros transaction with the intent of leaving feedback as part of a campaign to harass VideoPros user(s) (as verified by VideoPros).
• Negative feedback that was intended for another User only when the User responsible for the mistaken feedback contacts VideoPros and places the same feedback for the appropriate User. This does not apply to feedback that was mistakenly marked negative instead of positive or vice versa, in which case the User can contact VideoPros Support to file a feedback review request.

Website Guidelines

You agree NOT to do any of the following on the Site:

• Post logos, seals or slogans from third parties on the Site unless such material is provided by VideoPros or a VideoPros partner, or you have received express written permission from VideoPros to display such third-party logo, seal or slogan.
• Post or transmit any project, submit any bid or proposal that violates, or has the potential to violate, the integrity of academic and professional applications, tests and work; for example by passing off the skills, ideas or words of another as one's own; using another's production or content without crediting the source; presenting as new and original, ideas or products derived from an existing source; presenting fabricated facts, persons or sources as real.
• Access, tamper with or use non-public or non-authorized areas of the Site. Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.
• Tamper with postings of other Users, Members or VideoPros.
• Solicit or gather any User's or Visitor's information available from the Site, such as other Usernames and email addresses, for any commercial or business purposes or to transmit any unsolicited advertising, junk mail, spam or chain letters.
• Do anything which would create or impose an unreasonable or disproportionately large burden or load on the Site.
• Use robots, spiders, scrapers or other automated means to access information in our Site for any purpose without express written permission from VideoPros.
• Post or introduce software on the Site that: (i) is designed to disrupt, disable, harm or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of this Site or any other software, firmware, hardware, computer system or network (sometimes referred to as "viruses" or "worms"); (ii) would disable or impair this Site or any other software, firmware, hardware, computer systems or networks in any way where such disablement or impairment is caused by the elapsing of a period of time, exceeding an authorized number of copies, advancement to a particular date or other numeral (sometimes referred to as "time bombs," "time locks" or "drop dead" devices); (iii) would permit you or any other person to access this Site or any other software, firmware, hardware, computer systems or networks to cause such disablement or impairment or transmit information (sometimes referred to as "traps," "access codes," or "trap door" devices, or "spyware"); or (iv) which contains any other similar harmful, malicious or hidden procedures, routines or mechanisms which would cause such programs to cease functioning or to damage or corrupt data, storage media, programs, equipment or communications or otherwise interfere with operations.
• Post Projects that violate the Terms and Conditions of other companies.
• Frame or link to the Site except as permitted in writing by VideoPros.
• Impersonate or misrepresent your affiliation with any person or entity.
• Require or request that a Service Provider deliver a free mock-up or proof of concept as part of a proposal submission or as a condition to consideration of a proposal.
• Repeat any action after you receive warning or request to desist from VideoPros, whether or not that action is explicitly prohibited in the policies stated on the Site.
• Fail to respond to an email from VideoPros regarding violation, dispute or complaint within two business days.
• Use the Site if you are not able to form legally binding contracts, are under age or are temporarily or indefinitely suspended from our Site.
• Take any action that may undermine the feedback or ratings systems (such as importing or exporting feedback information off the Site, or using feedback as an extortion mechanism).
• Copy, modify or distribute content from the Site, except for your own information and use, without the prior express written permission from VideoPros.
• Select a Buyer or Service Provider on the basis of religion, sex or race.
• Violate a request by VideoPros to not post Projects deemed by VideoPros in its sole discretion to be contrary to the interests of the Site or the VideoPros User community.
• Violate any other policies stated on the Site.

Violation of these rules may result in suspension or termination of your Account, in addition to all other remedies available to VideoPros or other Users or Visitors. If you are aware of a potential violation, please email violations@videopros.com. In order to operate the Site, VideoPros must have certain rights. Consequently, when you post information, text, files, links, attachments, software or other materials to publicly visible areas of the Site, you are granting, or warranting that the owner of such content has expressly granted a worldwide, royalty-free, perpetual, irrevocable, fully sub-licensable, non-exclusive right to use, reproduce, modify, transmit, distribute, perform, display and delete such content (in whole or in part) and/or to incorporate such content in other works in any form, media or technology now known or later developed.

Copyright Infringement

VideoPros does not permit infringement of intellectual property rights or copyright infringing activities. Users shall not upload, use or license content they did not create or content they are not authorized to use. This includes, but is not limited to, music tracks, snippets of copyrighted programs, or videos made by other users without necessary authorizations. User shall not use the VideoPros Products and Services in any manner that would infringe, dilute, misappropriate, or otherwise violate any privacy or other personal rights or any intellectual property rights, including but not limited to, copyrights and laws protecting patents, trademarks, trade secrets or other proprietary information. If User uses a domain name in connection with its use of the VideoPros Products and Services, such domain name must not violate any trademark, service mark, or other rights of any third party.

VideoPros shall have no obligation to monitor User content uploaded to the Website. However, VideoPros and its agents shall have and do reserve the right to monitor User content from time to time for any lawful purpose. VideoPros may, without notice to you, remove or block content of any User from the VideoPros Products and Services including disabling access to User content that has been downloaded through the VideoPros Products and Services.

VideoPros will remove all content if properly notified such content infringes another's intellectual property rights. Upon receipt of notification, VideoPros will take whatever action, in its sole discretion, it deems appropriate, including termination of the infringing User’s Account, banning the infringing User’s email from opening any new Accounts, and/or removal of the potentially infringing material.

Copyright Infringement Notification

To file a copyright infringement notification with VideoPros, please send a complete email to copyright{at}videopros.com (Subject: DMCA Notification) or letter to the address provided below with all of the following information:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit VideoPros to locate the material.
4. Information reasonably sufficient to permit VideoPros to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Please consult legal counsel or see Section 512(c)(3) of the Copyright Act to confirm these requirements.

Such written notice should be sent to the designated VideoPros agent as follows:

VideoPros
Attn: DMCA Notification
P.O. Box 632210
Littleton, CO 80163-2210
copyright{at}videopros.com

Please note under Section 512(f) any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability. VideoPros will terminate any User who is a repeat infringer. Any User who is not sure whether certain material infringes the copyright of others, should contact an attorney.

Counter-Notification

To file a Counter-Notification with VideoPros, you must send a complete email to copyright{at}videopros.com (Subject: DMCA Notification) or letter to the address provided below with all of the following information:

1. Identify the specific URLs of material that VideoPros has removed or to which VideoPros has disabled access.
2. Provide your full name, address, telephone number, and email address, and the username of the Account.
3. Provide a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (or Denver County, Colorado if your address is outside of the United States), and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
4. Include the following statement: "I swear, under penalty of perjury, that I have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled."
5. Sign the notice. If you are providing notice by e-mail, a scanned physical signature or a valid electronic signature will be accepted.

Such written notice should be sent to the designated VideoPros agent as follows:

VideoPros
Attn: DMCA Notification
P.O. Box 632210
Littleton, CO 80163-2210
copyright{at}videopros.com

Counter-Notification Procedure

After VideoPros receives a counter-notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when VideoPros forwards the counter-notification, it will includes any personal information provided to us and submitting a counter-notification requires unencumbered consent to having such information revealed in this way. VideoPros will not forward the counter-notification to any party other than the original claimant.

After VideoPros sends out the counter-notification, the claimant must then notify VideoPros within ten (10) days that he or she has filed an action seeking a court order to restrain the infringer from engaging in infringing activity relating to the material distributed via VideoPros.com. If we receive such notification, we will be unable to restore the Content to VideoPros.com until resolution of any court action. If VideoPros does not receive such notification, VideoPros may, at its sole discretion, reinstate the Content.

License and Site Access

Subject to and conditioned on compliance with the Terms of Use, VideoPros grants you a limited license to access and, if you are a User, to use this Site internally for the purpose of ordering and receiving the Products and Services available and authorized from this Site. You must not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any content of this Site in any way for any public or commercial purpose without prior written consent of VideoPros or the rights holder. You will not attempt to reverse engineer or attempt to interfere with the operation of any part of this Site unless expressly permitted by law. This Site or any portion of this Site may not be reproduced, duplicated, copied, sold, resold or otherwise exploited for any commercial purpose that is not expressly permitted by
VideoPros.

Reservation of Rights; Limited Licenses

VideoPros and its licensors retain all of its right, title and interest in and to all patent rights, inventions, copyrights, trademarks, service marks, know-how and trade secrets relating to the Website. The following are registered VideoPros trademarks or service marks: VideoPros,VideoPortal, VideoMarket, ProCertified, FeaturedPro, and taglines including "Professional video made easy."

All other product names, company names, marks, logos and symbols on the Site may be the trademarks of their respective owners.

Except as expressly stated above, nothing in the Terms of Use confers any license under any of VideoPros' or any third party's intellectual property rights, whether by estoppel, implication or otherwise.

Email Communication and Marketing

VideoPros utilizes email as a vital and primary communication channel with Users. As a registered user, Users hereby acknowledge and grant VideoPros the permission to communicate with Users via email (as well as other communication channel such as phone and fax) for any purposes the Company determines to be relevant including, but not limited to, system messages, product updates, service announcements and other marketing messages. The Company will use best efforts to honor User's request to opt out of marketing messages, but under no circumstances will VideoPros have any liability for sending any email to its registered Users.

E-mail and Spam

User shall not use the VideoPros Products and Services to send unsolicited e-mail messages including, without limitation, bulk commercial advertising or informational announcements ("spam"). Further, User is prohibited from using the service of another provider to send spam or to otherwise promote a site hosted on or connected to the VideoPros Products and Services. In addition, User shall not use the VideoPros Products and Services to (a) send e-mail messages or project or bid postings which are excessive and/or intended to harass or annoy others, (b) continue to send e-mail messages or project or bid postings to a recipient who has indicated that he/she does not wish to receive them, (c) send e-mail messages or project or bid postings with forged header information, or (d) send malicious e-mail messages or project or bid postings, including, without limitation, "mailbombing." VideoPros reserves the right to charge User at VideoPros's standard rates for time required to handle any complaints that User violate this Email and Spam section.

Enforcement of Terms of Use

We may suspend or cancel your Account if we believe that you have violated or acted inconsistently with the letter or spirit of the Terms of Use, or violated our rights or those of another party. Without limiting VideoPros's other remedies, we will suspend or terminate your User Account and refuse to provide any Services to you if: (a) you breach any terms and conditions of the Terms of Use and the other written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Users or for VideoPros. Once suspended or terminated, you may not continue to use the VideoPros service under a different Account or re-register under a new Account. In addition, violations of the Terms of Use may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If a User or Visitor engages in actions or activities which circumvent the Site or otherwise reduces service fees owed VideoPros under the Terms of Use, that User or Visitor will be liable to VideoPros for the service fees due, and may be subject to additional sanctions including, but not limited to, suspension or termination of the VideoPros account. VideoPros reserves the right to terminate any User or project for any reason, at its sole discretion and to refuse to provide registration and an account to you in the future. We will notify you if we cancel your Account, unless in our judgment giving notice would cause a risk of further violation or damages. However, we will notify you that your Account will be canceled if the law requires such notification. When your Account is canceled, you may no longer have access to data, messages, files and other material you keep on the Site.

Termination and Suspension

This Agreement shall become effective upon your acceptance or your use of the Site, and shall continue until terminated by VideoPros or you. Unless otherwise agreed to in writing between the parties, either party may terminate the Agreement at any time upon notice to the other party.

Without limiting VideoPros's other remedies, we may issue a warning, temporarily suspend, indefinitely suspend or terminate your registration or a Project, and refuse to provide any or all Services to you if: (a) you breach any terms and conditions of the Terms of Use or the linked policies and information incorporated herein by reference, including our written policies and procedures posted on the Site; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe in our sole discretion that your actions may cause legal liability for you, our Users or for VideoPros or are contrary to the interests of the Site or the VideoPros user community. Once temporarily suspended, indefinitely suspended or terminated, you may not continue to use the Site under the same Account, a different Account or reregister under a new Account.

Without limiting VideoPros's other remedies, to the extent you engage in actions or activities which circumvent the VideoPros Site or otherwise reduce fees owed VideoPros under the Terms of Use, you will pay VideoPros for all fees owed to VideoPros and reimburse VideoPros for all losses and costs (including any and all VideoPros employee time) and reasonable expenses, including attorney fees, related to investigating such breach and collecting such fees.

When your Account is terminated, you may no longer have access to data, messages, files and other material you keep on the Site. The material may be deleted along with all your previous posts and bids.

Disclosures

VideoPros, located in Denver, Colorado is the provider of the electronic commercial service on this Site. Users are notified, via this Site, in advance regarding any applicable service charges. Upon your request, you may have this Agreement sent to you by email. Please feel free to contact VideoPros to resolve a complaint regarding any aspect of service relating to this Site by writing to the address below, or contact us at VideoPros Support.

Please contact us if you have any questions regarding the Terms of Use. You can reach us at support{at}VideoPros.com

User Service/Terms of Use /General Counsel
VideoPros.com
P.O. Box 632210
Littleton, CO 80163-2210
Phone: 1-888-698-4377