GENERAL TERMS AND CONDITIONS

These general terms and conditions are used by Invideous Limited (“Invideous”), a British company registered in England under number 7301499.

Article 1 – Definitions

Agreement	the agreement between Invideous and the Client pursuant to which the Client makes use of the Services
Client	the party, either a business or individual entity, making use of the Services
Control Panel	a secured part of the Client's personal page on the Website, which can only be consulted by the Client by using their personal username and password. The Control Panel shows an overview of the Client's account transactions and other information resulting from their use of the Invideous plugin.
Customer	any individual or business entity desiring to purchase access to the Client's services and/or products by making use of the Services
Gained Revenue	the total amount the Client has earned from Customers through the use of the Services, which Invideous has received from the Supplier
General Terms	these general terms and conditions
Online Video Players	software provided by third parties used by the Client to make available online video content to the Customers (“OVP”)
Parties	Invideous and the Client
Paid Revenue	the total amount the Client has earned from Customers through the use of the Services, but which has not been received yet by Invideous from the Supplier. This amount will be payable to the Client when Invideous has received this amount from the Supplier (and it thus becomes Gained Revenue)
Plugin	the invideous provided .swf file accessed by the third party OVP used by the Client
Services	the services offered by Invideous on the Website and as a plugin to an OVP
Supplier	the merchant service or other operator providing for the means to allow the Customer to add funds to their Invideous account
Total Revenue	the amount of the Gained and Paid revenue accumulated, this sum represents the amount of money the Client is entitled to, provided that Invideous has received this sum in full from the Supplier
Website	Invideous' website with (at least) the domain name invideous.com included but not limited to all related software, design and databases

Article 2 – Applicability

2.1    The General Terms are applicable to and form an integral part of all Agreements, unless the Parties have agreed otherwise in writing.

2.2    The applicability of the Client's general terms and conditions is hereby explicitly rejected.

2.3    Deviations from the General Terms are only valid if agreed between the Parties in writing

2.4    Invideous can alter the General Terms and conditions at any time. Invideous will notify the Client in writing of an alteration to the General Terms. During a period of five days after such notice the Client is entitled to terminate the Agreement. If the Client does not make use of its right to terminate the Agreement within the provided term, the new General Terms shall be deemed accepted.

Article 3 - Agreement

3.1    The Agreement is concluded by the Client filling out the required details for registration on the Website and Invideous' subsequent e-mail confirmation of the Client's registration. The Client guarantees the completeness and accuracy of any information provided.

3.2    The Client ensures all ensures that all information which Invideous notifies as necessary or of which Client knows or could understand is necessary for completion of the Agreement, will be available to Invideous in good time.

3.3    The Client shall receive a personal username and password, which is strictly private and confidential. The Client will be fully responsible for all activities that occur under this account and for any misuse of the username or password.

3.4    After registration and confirmation by Invideous as mentioned in article 3.1 of this Agreement, the Client will have access to the Website and plugin and will be able to use the Website and plugin as links to provide their Customers the Services.

3.5    The Client warrants that it is legally authorised and has obtained all necessary regulatory approvals and certificates to conclude the Agreement and to provide any services and/or sell any products it intends to sell. The Client further warrants that it will comply at all times with all applicable federal, state/provincial, or local laws, rules and regulations.

3.6    Invideous is entitled to temporarily or permanently block use of the Services by the Client without notification or prior statement of reasons. Furthermore, Invideous is entitled to accept or reject a registration.

Article 4 – Services and Payment

4.1    The Services consists of:

    a.    payment methods which make it possible for a Customer to pay for access to services and/or products on a website of the Client, or on their distributed content.

    b.    social elements which enable a Client's Customes to utlise social networks from within the Client's OVP

    c.    in-video, hotspot based item-specific advertising

the Client is not obliged to use all or any of the distinct Invideous services.

4.2    When the Customer indicates that they wish to pay for the Client's services/products the balance shall be deducted from the Customer's Invideous account and the amount, less revenue share, shall be credited to the Client's Invideous account as Paid Revenue.

4.3    Paid Revenue will become Gained Revenue when Invideous receives the payments from suppliers.

4.4    When the Gained Revenue is less than USD50, Invideous will not be obliged to pay this amount, but will retain it in its entirety for payment when the Gained Revenue is more than USD50, or upon termination of the Agreement, whichever is sooner. The Client will not be entitled to set its payment obligations off against payment obligations of Invideous to the Client.

4.5    On its Control Panel, the Client has the option to select a withdrawal from their Invideous account. The amount displayed is a Client's Paid Revenue, and at their discretion Invideous will treat this as Gained Revenue and allow withdrawals based on this amount. Invideous reserves the right to calculate Gained Revenue at the the point a withdrawal request is made and pay out this Gained Revenue amount. Payment will be made to the bank account provided to as Invideous account manager by the Client.

4.6    Invideous is allowed to introduce other methods of payment which makes it possible for a Customer to pay for access to the services and/or products on a Website of the Client. Any associated processing costs for these shall be paid for from Invideous' portion of the revenue share, or deducted from a Customer's balance at point of add funds transaction.

4.7    The relationship between Invideous and the Client shall be subject to a revenue share arrangement. The revenue to be shared is the gross revenue derived from Customers who have chosen to purchase the Client's products or services. Dependent upon the payment mechanic and/or supplier, either Invideous or the Customer or some combination of these two shall be responsible for all payment processing fees.

4.8    The revenue share amount shall be at a rate as agreed in writing between the Client and Invideous.

Article 5 – Compliance

5.1    The Client shall in general:

    a.    refrain from infringing any third party’s intellectual property rights, including but not limited to copyrights, trademark rights, database rights and portrait rights;

    b.    refrain from violating any law or regulation, including but not limited to penal laws, privacy laws, advertisement laws and tort law, inter alia acting in any way detrimental, discriminatory, immoral, obscene, inappropriate or otherwise inadmissible pursuant to the law.

    c.    notify Invideous if the services/products being charged for by the Service can in any way be construed as 'adult' or 'pornographic' in nature. This content is provisionally acceptable for use with some or all of the Invideous supplied Service but in some cases requires an addendum to this Agreement.

5.2   In particular, but limited thereto the Client shall:

   a.   not make use of the Services to send unsolicited messages (spamming);

   b.   not mislead the Customer in any way or/and refrain from offering illegal services or distributing unlawful material;

   c.   comply with applicable telecom and E-commerce laws and/or regulations and behave as a responsible and careful Internet user;

   d.   refrain from hacking the Website or the server(s) on which the Website or plugin is located, or circumventing any security measures made to it, or in any other way hinder or influence the operation of the Website;

   e.   refrain from any act or omission which could cause detriment to Invideous' and/or Invideous' other Clients’ name.

Article 6 – Intellectual property rights

6.1    All intellectual property rights, including but not limited to trademarks, copyrights, trade name rights, database rights, domain names, patents and portrait rights, and the know-how and trade secrets with regard to the Website or plugin will at all times remain with Invideous.

6.2    The Client is entitled to use Invideous' name and logo on its own website during the term of this Agreement.

6.3    The Client shall refrain from using, reproducing or altering the Website or any part of it in any other way than provided for by means of this Agreement, without Invideous' prior written consent. The Client shall immediately cease and desist the unauthorized use of Invideous' intellectual property rights upon Invideous' first notice.

Article 7 – Liability and force majeur

7.1     The total liability of Invideous due to an attributable failure to perform this Agreement will be limited to compensation of the direct damage or loss not exceeding the maximum amount of USD 10,000 over a period of maximum 6 moths. Invideous is not liable for any indirect or consequential damage, including but not limited to loss of revenue or profit, third party claims and decrease of goodwill.

7.2     Invideous makes every effort to make the Website and plugin available, but cannot guarantee the full, permanent and continues availability of the Website or plugin and in particular Invideous cannot guarantee nor take responsibility for the availability of the services as provided by the Supplier or any other third parties. Hereby the Client accepts Invideous' dependency on Supplier.

7.3    Invideous can not be held liable for any damage due to force majeur, including, but not limited thereto, non-performance, including arrears of payment and/or nonpayment, by Supplier and other third parties.

7.4    Invideous does not guarantee that the Website is up to date, complete, correct and/or accurate, or that it is free from errors, defects and/or viruses and Invideous cannot guarantee that any deficiencies, errors, defects and/or viruses shall be rectified.

7.5    The Client shall submit any complaints with regard to the Services in writing within 10 days after the grounds for complaint have risen, with a clear description of the grounds for the complaint. Invideous endeavours to resolve the complaint within a reasonable time.

7.6    Claims for compensation of damage expire within 6 months after the circumstances causing such damage have taken place.

7.7    The Client is liable for and indemnifies Invideous from any and all claims, costs and damages, including but not limited to legal fees and Customer claims, in relation to any of its acts or omissions, and in particular in relation to its violation of any provision of the General Terms.

Article 8 – Term and termination

8.1    The Client has the right to terminate this Agreement without cause at any time by sending an e-mail or mail to this effect to the address as indicated by Invideous. It is the Client’s responsibility to prove the receipt of the termination notice by Invideous.

or mail. Termination does not influence any of the Client’s payment obligations resulting from use of Services incurred before or after the termination.

8.3    Invideous is, if one of the following circumstances arises, entitled to suspend the performance of the Agreement, or to terminate the Agreement immediately, without observing a notice period, and without being obliged to pay any damages, in case:

   a.    the Client is declared bankrupt, or its bankruptcy is requested;

   b.     the Client requests for or is allowed suspension of payment;

   c.     the Client’s enterprise is terminated or the intent to terminate the enterprise becomes known to Invideous;

   d.    a change of control occurs in the Client’s corporation;

   e.    Invideous or the Client is in breach of the Agreement due to force majeur and such force majeur has continued during a period of 30 days, whether subsequent or not;

   f.     Invideous or the Client receives a claim by a third party that its intellectual property rights are infringed.

   g.    the Client or any third party has misused the Services or acted in breach of article 5 of this Agreement.

8.4    After termination of this Agreement, the Client will immediately cease the use of the name, logo and the domain name of Invideous. The Client will no longer have any claims of payment by Invideous relating to the Services and Invideous will be authorized to block the Client from using the Website and/or plugin.

Article 9 – General provisions

9.1    Without Invideous' prior consent, the Client may not assign its rights and obligations pursuant to the Agreement to any third party. Invideous may at all times assign its rights and obligations pursuant to the Agreement to a third party and the Client hereby gives its prior consent for such transfer.

9.2    If this agreement is partially void or partially non-binding, this does not affect the Parties’ other rights and obligations. In that case Invideous will be obliged to replace void or non-binding provisions by provisions which are valid and binding and of which the consequences, in view of the contents and purport of this Agreement, correspond as much as possible to the void or non-binding provisions and the intentions of the Parties.

9.3    If Invideous decides not to enforce a provision, this does not imply that it renounces its right to do so at a later stage.

9.4    Both Parties will make sure confidential information which comes to the attention of either one of them in connection with this Agreement will be treated as such and will not be revealed to any third party. Information will be considered as confidential when this is mentioned by one of the Parties, when confidentiality arises of the nature of such information or when the information involves a conflict between Parties.

9.5    This Agreement can not be considered as an agency agreement or any comparable agreement.

9.6    In case of conflict between the General Terms and the Agreement, the General Terms shall prevail. In case of conflict between the original English text of the General Terms and a translation thereof, the English text shall prevail.

Article 10 – Applicable law and competent court

10.1    The laws of Great Britain are applicable to the Agreement.

10.2    Any conflict arising in connection with the Agreement or any agreements in connection therewith shall exclusively be brought before the competent court in Great Britain.