The Sites are owned and operated by Video Elephant Ltd (“VideoElephant” or “we” or “us”).

The Sites and the content uploaded to the Sites are available to be viewed by any person browsing the internet but only a person, who has agreed to the Membership Terms, is able to sell and buy Products.

Once you click “I agree” you will be deemed to have agreed to the Membership Terms and a legally binding contract, incorporating those Membership Terms, will then exist between you and VideoElephant in relation to your use of the Sites.

If you do not want to agree to these Membership Terms, you should navigate away from this page.

Members who buy Products will only acquire a license to use that product. This is dealt with in more detail in clause 14.

If you agree to be bound by the Membership Terms on behalf of a third party (which may include your employer or other entity) named in the application details you provide before clicking “I agree”, you represent and warrant that you have full legal authority to bind that third party to the Membership Terms.

If you do not have the authority to do so, then you must not agree to be bound by the Membership Terms or use the Sites on behalf of such third party.

Video Elephant reserves the right to amend, alter and /or update these terms and in respect of all such amendments, alterations and updates shall display such changes on the site. Your continued use and membership of the site shall be governed by such updated terms of use.

VideoElephant Terms and Conditions

1. Definitions

In these Terms & Conditions:

• Buyermeans a Member who buys Products made available for sale on the Sites.
• Sellermeans a Member who makes Products available for sale non-exclusively on the Sites.
• Membermeans a person who is registered as a Member by completing and submitting the Membership application, accepts these Membership Terms and that application is accepted by VideoElephant.
• Member Account has the meaning given to that term in clause 12.
• Member Ledger has the meaning given to that term in clause 12.
• Productsmean products available for sale on the Sites including, but not limited to, video content.
• In these Membership Terms, a reference to “we” or “us” means VideoElephant and a reference to “you” or “your” means a Member.

2. Membership

This License Agreement may be entered into by any single individual (over 18 years of age), legal entity (corporation, partnership, LLC, sole proprietorship, etc.), or agent acting on behalf of a single individual or entity.

You do not have an automatic entitlement to Membership and VideoElephant may, at its sole discretion, elect to:

1. refuse your application to become a Member; or
2. once Membership is granted, suspend, terminate or restrict your Membership at any time.

VideoElephant is not obliged to give reasons for its decision to reject your application or suspend, terminate or restrict your Membership at any time.

Your Membership is non transferable.

Once Membership is granted you will only be able to access all areas of the Sites with use of the username and password you set up at the time you become a Member.

You are responsible for each and every access or use of the Sites that occurs in conjunction with use of your username and password.

Use of your username and password is conclusive evidence that you have accessed the Membership sections of the Sites.

You must use all reasonable efforts to keep your username and password confidential.

You must not allow any third party to access the Sites using your username and password and make use of the Sites on your behalf.

You must notify VideoElephant in writing as soon as you become aware of any unauthorised use of your Member Account, username or password.

You acknowledge and agree that you are liable for, and will indemnify VideoElephant, its related bodies corporate, affiliates, officers, directors, agents and employees against, any and all claims made by a third party arising out of your access to, and use of, the Sites as a Member.

3. Benefits conferred by Membership

By being registered as a Member, you are entitled to:

1. buy Products from other Members;
2. sell Products to other Members (subject to clause 15);
3. participate in online forums;
4. generally make use of the Membership section of the Sites.

A reference in these Membership Terms to ‘buying’ or ‘sale’ of a Product means the acquisition or grant of a license or other right to use a Product.

4. VideoElephant’s Role

The Sites are online facility that allows you to sell, and buy, Products.

Ownership of Products remains with the seller. VideoElephant does not obtain any right of ownership or use (including any intellectual property rights) in respect of the Products.

VideoElephant does not warrant that the Products or any content, data or materials downloaded from the Sites does not infringe the intellectual property rights of a third party. Each Seller is required to warrant that its Product does not infringe the intellectual property rights of any third party.

5. Availability and Use of the Sites

The Sites will usually be available 24 hours a day, seven days a week or as otherwise stated on the Sites.

VideoElephant may, in its absolute discretion, and for any reason, and at any time, with or without notice:

1. interrupt or suspend your right to access the whole or any part of the Sites; and/or
2. alter, interrupt or suspend the provision of the whole or any part of the content and/or the services available on the Sites.

You agree that VideoElephant will not be liable to you for any loss that you may suffer as a result of any such interruption, suspension or alteration.

When accessing the Sites (as a Member) and using the content and/or the services available on the Sites, you must also comply with any directions, instructions or protocols posted on the Sites from time to time.

6. Fees and Services

You do not have to pay a fee to become a Member.

You do not have to pay a fee to sell Products on the Sites.

If you are a Buyer of a Product, you will pay a fee to buy the right to use that Product in accordance with clause 14.

If you are a Seller, you will receive the fee (less the commission to which VideoElephant is entitled in accordance with clause 17) collected by VideoElephant for each sale of your Products to a Buyer.

All payments by Buyers on the Sites must be paid through a Payment Agent.

You are responsible for paying all fees and taxes (including withholding tax), associated with your use of the Sites wherever levied (including any goods and services or value added taxes, which will be added to amounts billed to you, if applicable).

All references on the Sites to “$” and “dollars” are to the lawful currency of the United States of America unless otherwise specified.

All prices on the Sites are expressed in US currency. Payment will be made in accordance with the rules of the applicable Payment Agent.

The Buyer is responsible for all costs of currency conversion.

Where a payment is made by VideoElephant to a Seller, the Seller is responsible for all costs of converting the amount of the payment from US currency into his or her preferred currency.

7. Member Information

In the course of your application for Membership and your use of the Sites, you may be asked to provide certain personal information to us (Member Information). You promise that the Member Information you provide is true, accurate and complete.

VideoElephant’s information collection and use policies with respect to the privacy of such Member Information are set out in the Site’s Privacy Policy.

Any Member Information that you disclose may be used by VideoElephant, its agents and contractors in relation to the provision of services accessible on the Sites, including marketing activities in relation to the Sites.

8. Proprietary Rights

VideoElephant, its licensors, advertisers or affiliates own all:

1. the content of the Sites (other than Products which are owned by Members who offer them for sale on the Sites);
2. the look and feel, design and the organisation of the Sites;
3. the compilation of the materials on the Sites; and
4. the intellectual property rights (if any) subsisting in the works described in paragraphs (a), (b) and (c) above.

Your use of the Sites does not grant to you any ownership or like interest in any content, code, data or materials you may access on or through the Sites or any intellectual property rights subsisting in any of those things.

9. Copyright Agent

VideoElephant respects the intellectual property rights of others. VideoElephant requires that you do the same.

If you believe that a work of which you are the owner is infringed by a Product being offered for sale on a Site has been copied in a way that constitutes copyright infringement, please forward the following information (Copyright Claim) to VideoElephant:

1. your address, telephone number, and email address;
2. a description of the location of the alleged infringing material;
3. a description of the copyright work that has been allegedly infringed
4. a statement by you, that you warrant that the information given in the Copyright Claim is accurate and that you are either the copyright owner or are authorised to act on the copyright owner’s behalf.

On receipt of a Copyright Claim, VideoElephant will take down the Product that is the subject of the Copyright Claim and seek an explanation from its Seller.

10. Trade Marks

The trademarks, logos, service marks and trade names (collectively the Trade Marks) displayed on the Sites are, unless otherwise stated, the registered and unregistered Trade Marks of VideoElephant and others.

You may not use a Trade Mark without the approval of its owner.

Nothing contained on the Sites should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trade Mark displayed on the Sites without the written permission of its owner.

11. Confidential Information and Privacy

VideoElephant does not warrant or represent that your use of the Sites will be confidential.

VideoElephant is not responsible for any harm that you or any person may suffer as a result of a breach of your confidentiality in respect of your use of the Sites.

While VideoElephant has taken precautions to protect information that you transmit to the Sites over the internet, VideoElephant does not warrant the security of that information. Once VideoElephant receives your transmission, VideoElephant will take reasonable steps to preserve the security of such information.

You must not disclose any confidential information made available to you through the Sites.

When using the Sites or dealing with other users of the Sites you must respect the privacy and legal rights of other Members.

If a Member provides you with (or your Product accesses or uses) user-names, passwords or other login information or personal information of the Member (Personal Information) you must:

1. make the Member aware that the Personal Information will be available to you; and
2. ensure that, by proceeding to transact with you, the Member is giving you permission to use
3. the Member’s Personal Information; and
4. provide a privacy notice to the user, recording the manner in which the Personal Information will be handled by you, that is legally sufficient; and
5. use the Personal Information for the limited purposes for which the Member gave permission; and
6. handle the information in accordance with the terms of the privacy notice.

If the Member has entered into a separate agreement with you that allows you (or your Product) to store or use the Member’s Personal Information directly related to your Product (not including other products or applications) then the terms of that separate agreement will govern your use of such Personal Information.

Without limiting the generality of the foregoing, if the user provides you information about the Member’s Member Account , you may only use that information to access the Member’s Member Accounts when, and for the limited purposes for which, the user gave permission for you to do so.

12. Member Accounts

When your application for Membership is accepted by VideoElephant, you will have a single account that is accessible by you from any of the Sites (Member Account).

13. Payments from Member Ledger

You can make a payment into your Member Ledger by credit card or using the services of a Payment Agent.

You authorise VideoElephant to:

1. On your direction, debit monies from your Member Ledger, to pay for Products you buy at a Site;
2. Credit to your Member Ledger any amounts due to you in respect of sales of your Products on a Site; and

Any monies that you deposit into your Member Ledger must be used to pay for Products you buy on the Sites.

VideoElephant will not refund any monies that you deposit into your Member Ledger as a Buyer. Any monies that you deposit into your Member Ledger as a Buyer, that are not used for a period of 12 months, will be forfeited to VideoElephant.

However, if you make a new deposit into your Member Ledger, before forfeiture of any unutilised previously made deposits, the whole of the balance of your Member Ledger (comprising both the new deposit and the balance of the previous deposit) will be available for use by you for a period of 12 months from the date of the new deposit but to the extent it is not used after the expiration of 12 months will be forfeited to VideoElephant.

VideoElephant may, but is not obliged to, warn you about the forfeiture before it occurs.

Other than as provided for in clause 13, VideoElephant will not pay any earnings or standing to your credit in your Member Ledger which are less than $50.00 in total but you may use this to buy Products.

You must bear all expenses incurred by VideoElephant in paying monies back to you.

For the avoidance of doubt, nothing in this agreement shall be construed to convey that VideoElephant is providing a banking or financial service nor is it acting as a trustee, fiduciary or an escrow with respect to your funds.

14. Buying Products

When you buy a Product, you acquire a license to use that Product.

Products are subject to different terms of use – depending on the type of license that you choose when buying the Product.

Depending on the use you want to make of a Product, you will need to select the correct license required by you. You are responsible for choosing, and warrant that you have chosen, the correct license to meet your requirements.

If you buy a Product, you do so on the following terms:

1. you cannot cancel an order for a Product once the order has been submitted;
2. VideoElephant does not give any undertaking as to the continued availability of Products offered for sale on the Sites;
3. once your order for a Product is accepted, and you pay the fee, you acquire a non exclusive, non transferable license to use the Product in accordance with the conditions of the license that you acquire;
4. ownership of the Product remains with the Seller;
5. the Product may not be re-sold by the Buyer;

You acknowledge and agree that despite VideoElephant’s reasonable precautions, Products may be listed at an incorrect price or with incorrect information due to a typographical error or similar oversight. In these circumstances, VideoElephant reserves the right to cancel or reverse a transaction, even after your order has been confirmed and a payment has been processed. If a transaction is cancelled, VideoElephant will immediately arrange for any payment to be refunded.

15. Selling Products

You hereby warrant to VideoElephant and each Buyer that, as a Seller, in relation to each Product that you offer for sale on any of the Sites:

1. you own the intellectual property rights in that Product;
2. that Product does not infringe the intellectual property rights of a third party;
3. that Product is not false, inaccurate or misleading;
4. that Product is not fraudulent, stolen or an unlawful item;
5. that Product does not violate any applicable law, statute, ordinance or regulation (including but not limited to, those governing export control, consumer protection, unfair competition, criminal law, antidiscrimination or trade practices or fair trading laws);
6. that Product is not defamatory, unlawfully threatening or unlawfully harassing;
7. that Product is not obscene and does not contain child pornography and does not constitute or contain material that is adult in nature or harmful to person under the age of 18 years;
8. that Product does not contain viruses or other computer codes, files or programs which are designed to limit or destroy the functionality of other computer software or hardware;
9. that Product would not create liability for VideoElephant or cause us to lose (in whole or in part) the services of its ISP or other suppliers; and
10. that Product would not cause VideoElephant to violate any applicable law, statute, ordinance or regulation by making it available on the Sites.

As a Seller, you must:

1. ensure all copies of your Products bear a notice of ownership of the intellectual property rights in your Products;
2. not offer to or sell to Members any of your Products that have not been approved by VideoElephant in accordance with this clause 15;
3. notify us of any information which may affect or assist in sales of your Product(s);
4. provide us with full and accurate information regarding enhancements and new releases of your Products;
5. act in good faith at all times and provide such assistance and co-operation as we reasonably request; and
6. to the extent practicable, maintain registrations of all relevant intellectual property rights and of all names relating in any way to your Products.

You acknowledge and agree that any Product offered for sale by you on Sites must first be submitted to VideoElephant to enable it to check the quality of the Product and the information provided with the Product.

VideoElephant may refuse, in its sole discretion, to allow you to offer the Product for sale on a Site.

VideoElephant is not required to give reasons for refusing to allow you to offer a Product for sale on a Site.

You acknowledge and agree that If VideoElephant determines, in its absolute discretion, or is notified by a third party, that a Product that you offer for sale on a Site does not comply with any applicable laws and/or these Membership Terms, VideoElephant will disable your Member Account and Member Ledger and withhold all amounts that you may have earned from the sale of the relevant Product until the earlier of:

1. Any dispute in relation to the Product has been resolved to the satisfaction of VideoElephant; and
2. The expiry of two years from the date your Member Account and Member Ledger is disabled.

If after two years, the dispute has not been resolved, VideoElephant will pay amounts standing to your credit in your Member Ledger to you via paypal.

You acknowledge and agreed that VideoElephant will, in its sole discretion, determine the fee payable for each Product on the Sites.

You acknowledge and agree that VideoElephant may, at its sole discretion, elect at any time to remove your Products from a Site without notice to you. VideoElephant is not responsible for any loss that you may suffer as a result a Product being removed from any of the Sites by VideoElephant.

VideoElephant is not liable for any loss suffered by you as a result of a Buyer making use of a Product that you offer for sale on a Site contrary to the conditions on which the Product was sold to the Buyer.

You agree and acknowledge that VideoElephant may use your Product (or part of a Product) from time to time to promote the Sites, including on a features page on a Site itself.

16. Exclusivity

By agreeing to the standard VideoElephant Terms and Conditions the Seller is agreeing to exclusive online trading via the VideoElephant platform. As an Exclusive Seller you are disallowed from selling through another online marketplace. Exclusivity entitles you to the standard 70% of the fee payable for each Product sold via the platform. The exclusivity option does not affect the Seller’s right to sell content directly through their own sales and marketing procedures, via agents, distributors or affiliate partners. Exclusivity disallows the Seller to sell Products through another online marketplace.

If the Seller chooses to opt out of the Exclusivity bond to allow selling through another online platform, they can choose to become a General Seller. If you elect to become a General Seller you will earn 50% of the fee payable for each Product sold through the platform.

17. Commissions

You authorise VideoElephant to collect and distribute such fees and commissions on your behalf. The commission payable to VideoElephant on each sale of a Product will vary according to whether or not you are a General Seller or an Exclusive Seller.

If you are an Exclusive Seller VideoElephant’s commission for each of your products sold will be equal to 30% of the fee payable for each Product sold via the platform.

If you are a General Seller VideoElephant’s commission for each of your products sold will be equal to 50% of the fee payable for each Product sold via the platform.

Any changes to the commission rates by VideoElephant will take effect on and from the date on which notice of the variation is posted by VideoElephant on the site.

18. Account Deletion

The Member reserves the right to delete their account with VideoElephant at any time. Deletion of the account voids the contract. The Member reserves the right to delete any Products, information and transaction history associated with the account.

19. Account Creation

VideoElephant requires each member to create an account on the platform. The account requires a forename and surname of the account owner, and the creation of a username and password. The creation of the Member’s VideoElephant account and the agreement to the VideoElephant standard Terms and Conditions allows VideoElephant permission to promote and sell Products on behalf of the Member or account creator.

20. Affiliates

VideoElephant reserves the right to work with affiliate partners to promote the platform and its contents. Any transactions proposed by affiliates must be made through the VideoElephant platform.

21. Product Promotion

VideoElephant reserves the right to promote the Product’s through the platform itself and via the VideoElephant catalogue. The VideoElephant catalogue includes the Products of the VideoElephant members. There is a hard copy and a soft copy of the VideoElephant Catalogue. VideoElephant reserves the right to update and distribute this catalogue at the Company’s discretion.

22. Products

VideoElephant requires a screener of each Product sold via the platform. The Member may provide the screener through digital delivery, DVD or hard-drive. VideoElephant is unable to sell a product if it has been provided with no screener or one of inadequate quality.

For content available for digital download and automated payment, VideoElephant must be provided with the Product in its entirety.

23. Prohibited Conduct

You warrant that while using the Sites and the various services and features offered on or through the Sites, you will not:

1. use a false email address or impersonate any person or entity or misrepresent your affiliation with any other person or entity;
2. insert your own or a third party’s advertising, branding or other promotional content into any of the Site’s content, materials or services or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes; or
3. attempt to gain unauthorised access to other computer systems through the Sites.

You must not:

1. engage in “spidering”, “screen scraping,” “database scraping,” harvesting of e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through the Sites or the services offered on or through the Sites, including without limitation any information residing on any server or database connected to the Sites or the services offered on or through the Sites;
2. obtain or attempt to obtain unauthorised access to computer systems, materials or information through the Sites by any means;
3. use the Sites or the services made available on or through the Sites in any manner with the intent to interrupt, damage, disable, overburden, or impair the Sites or such services, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests;
4. use the Sites, content or services offered on the Sites for any purpose or activity of an illegal, fraudulent, obscene, offensive, personally offensive or defamatory nature;
5. use the Sites to distribute or make available any Product whose primary purpose is to facilitate the distribution of Products outside of the Sites;
6. use any mechanism, device software or script to affect the proper functioning of the Sites including taking any action which may infect the Sites with any routine, including (but not limited to) any virus, time bomb, trojan horse, worm, cancelbot or other computer routine that may damage, interfere with, delay, intercept or expropriate any system, data or personal information;
7. take any action which may interfere with, disrupt, manipulate, tamper with or otherwise abuse the Sites or networks connected to the Sites;
8. use the Sites or the Sites’ services or features in violation of VideoElephant’s or any third party’s intellectual property or other proprietary or legal rights; or
9. Use the Sites or the Sites’ services in violation of any applicable law.

You further agree that you must not attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Sites or the Sites’ services, or any content of the Sites or any of its domains, or make any unauthorised use of the Sites or the Sites’ services or any content of the Sites or any of the domains of the Sites.

You agree that you must not use the Sites in any manner that could damage, disable, overburden, or impair the Sites or interfere with any other party’s use and enjoyment of the Sites or any of its services.

You must not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Sites.

VideoElephant reserves the right, in its absolute discretion, to determine whether or not your use of the Sites or content or services available on the Sites complies with these Membership Terms.

Any commercial or promotional distribution, publishing or exploitation of the Sites, or any content, code, data or materials on the Sites, is strictly prohibited unless you have received the express prior written permission from VideoElephant.

Other than as expressly allowed in these Membership Terms, and unless otherwise indicated in these Membership Terms, you may not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials on or made available through the Sites.

24. Linking to the Sites

You agree that if you include a link from any other web site to one or more of the Sites, such link must link to the full version of an HTML formatted page of the relevant Site.

You are not permitted to link directly to any image hosted on the Sites or our services, such as using an “in-line” linking method to cause the image hosted by us to be displayed on another web site.

You agree not to download or use images hosted on the Sites on another web site, for any purpose, including, without limitation, posting such images on another site.

You agree not to link from any other web site to any of the Sites in any manner such that the Sites, or any page of the Sites, is “framed”, surrounded or obfuscated by any third party content, materials or branding.

We reserve all of our rights under the law to insist that any link to any of the Sites be discontinued, and to revoke your right to link to the Sites from any other web site at any time upon written notice to you.

25. Third Party Sites

You may be able to link from the Sites to third party web sites and third party web sites may link to the Sites (Linked Sites).

You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code or other materials which may or may not be provided by or through Linked Sites, even if they are owned or run by affiliates of ours.

The inclusion of a link to a Linked Site on a Site does not constitute or indicate any relationship between VideoElephant and the operator of that Linked Site or any endorsement or sponsorship by VideoElephant of that Linked Site.

VideoElephant disclaims any liability for links:

1. from another web site to any of the Sites; and
2. to another web site from any of the Sites.

VideoElephant is not responsible for any form of transmission received from any Linked Site.

26. Public Forums

VideoElephant may, from time to time, make messaging services, chat services, bulletin boards, message boards, blogs, other forums and other such services available on or through the Sites.

In addition to any other rules or regulations that we may post in connection with a particular service, you agree that you must not upload, post, transmit, distribute or otherwise publish through the Sites or any service or feature made available on or through the Sites, any materials which:

1. restrict or inhibit any other user from using and enjoying the Sites or the Sites’ services;
2. are fraudulent, unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent;
3. constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law;
4. violate, plagiarise or infringe the rights of third parties including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right;
5. contain a virus, spyware, or other harmful component;
6. contain embedded links, commercial solicitation, advertising, chain letters, mass mailings or, pyramid schemes of any kind;
7. constitute commercial solicitation or ‘spam’ of any kind; or
8. Constitute or contain false or misleading indications of origin, endorsement or statements of fact.

You further agree not to impersonate any other person or entity, whether actual or fictitious, including anyone from VideoElephant.

You also may not offer to buy or sell any product or service on, or through, your comments submitted to our forums. You alone are responsible for all information and materials that you post to the Sites and the consequences of any of your activities on the Sites.

VideoElephant reserves the right, but does not have an obligation, to monitor and/or review all information and materials posted to the Sites or through the Sites, and VideoElephant is not responsible for, and assumes no liability for, any such materials posted by users. However, VideoElephant reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in VideoElephant’s sole discretion are objectionable or in violation of these Membership Terms, VideoElephant’s policies or applicable law.

VideoElephant may also impose limits on certain features of the forums or restrict your access to part or all of the forums without notice or penalty if we believe you are in breach of these Membership Terms or applicable law, or for any other reason without notice or liability.

It is important to remember that comments submitted to a forum may be recorded and stored in multiple places, both on our Sites and elsewhere on the Internet, which are likely to be accessible for a long time and you have no control over who will read them eventually.

It is therefore important that you are careful and selective about the personal information that you disclose about yourself and others, and in particular, you should not disclose sensitive, embarrassing, proprietary or confidential information in your comments to our public forums.

27. Disclaimer

The Sale of Goods and Supply of Services Act 1980 and similar legislation in Ireland may confer rights and remedies on you in relation to the provision goods or services on the Sites which cannot be excluded, restricted or modified by VideoElephant (Non-excludable Rights).

VideoElephant does not exclude any Non-excludable Rights but does exclude all other conditions and warranties implied by custom, law or statute.

Except as provided for by the Non-excludable Rights:

1. all content and services on the Sites is provided “as is” and without warranties of any kind, either express or implied;
2. VideoElephant and its suppliers expressly disclaim all warranties of any kind, including but not limited to implied warranties of merchantability and fitness for a particular purpose;
3. VideoElephant does not warrant that the functions contained in any content or your access to the Sites will be uninterrupted or error-free, that any defects will be corrected or that the Sites or the server which stores and transmits content to you are free of viruses or any other harmful components; and
4. VideoElephant does not warrant or make any representation regarding your access to, or the results of your access to, the Sites (including any related or linked websites) or any content in terms of correctness, accuracy, timeliness, completeness, reliability or otherwise.

Under no circumstances (including but not limited to any act or omission on the part of VideoElephant) will VideoElephant or its affiliates be liable for any indirect, incidental, special and/or consequential damages or loss of profits whatsoever which result from any use or access of, or any inability to use or access, the Sites.

To the fullest extent permitted by law, VideoElephant’s liability for breach of any implied warranty or condition which cannot be excluded is limited at the option of VideoElephant to the following:

1. In the case of services supplied or offered by VideoElephant, the supply of the services again or the payment of the cost of having services supplied again; and
2. In the case of goods supplied or offered by VideoElephant, the replacement of the goods or the supply of equivalent goods or the payment of the cost of replacing the goods or acquiring equivalent goods

28. Indemnification and Release

You are solely responsible (and agree that VideoElephant has no responsibility to you or to any third party for) for, and you agree to indemnify and hold harmless VideoElephant (as well as VideoElephant’s affiliates, directors, officers, employees and agents) from any and all claims, liabilities, costs and expenses (including legal fees) arising in any way from, any of the following matters:

1. your use of the Sites;
2. any Products you sell or buy through the Sites;
3. your placement or transmission of any Product, message, content, information, software or other materials through the Sites;
4. your breach of any applicable related third party contract or terms of service
5. your breach of the law or of these Membership Terms.

VideoElephant reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with VideoElephant’s defense of such claim.

29. Changes to Membership Terms

VideoElephant may, at its sole discretion, revise or change these Membership Terms (in whole or in part) or the content of the Sites from time to time and at any time without notice to you.

Changes in the Membership Terms will be effective at the time notice of the change is posted by us on the Sites. It is your responsibility to check for these notices.

Your continued use of the Sites and/or the content or services made available on or through the Sites after any changes to the Membership Terms are posted will be considered acceptance of those changes.

30. Relationship between the Parties

Nothing in these Membership Terms:

1. constitutes a partnership between the parties; and
2. except as expressly provided, makes their party an agent of another party for any purpose.

A party cannot in anyway or for any purpose:

1. bind another party; or
2. contract in the name of another party.

If a party must fulfill an obligation and that party is dependent on another party, then that other party must do each thing reasonably within its power to assist the other in the performance of that obligation.

31. Suspension or Termination

VideoElephant may suspend or terminate your registration as a Member and deny you access to your Member Account immediately if:

1. you breach these Membership Terms or any other terms and conditions, agreements or rules governing the Sites;
2. VideoElephant is unable to verify or authenticate any information you provide to us as part of your original application or in the course of using the Sites; or
3. VideoElephant believes that your actions may cause legal liability for you, our other Members or us.

Should VideoElephant elect to suspend, terminate or restrict your Membership in any way, you may be prohibited from accessing the Sites temporarily or permanently. In either case, you must not apply for a new Member account.

32. Notices

Any notice given in accordance with these Membership Terms will be correctly given if it is in writing and is emailed to a party to the email address that that party has nominated or any other email address as may be notified for the purpose of the service of notices.

A notice will be deemed to have been given on the date of delivery.

33. Applicable Laws

We control and operate the Sites from our offices in Ireland. We do not represent that materials on the Sites are appropriate or available for use in other locations. Persons who choose to access the Sites from other locations do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.

These Membership Terms shall be governed by the Laws of Ireland. Each of VideoElephant and the Member irrevocably and unconditionally submit to the exclusive jurisdiction of the Courts of Ireland.

34. Dispute Resolution

Any agreement by the parties to resolve any controversy or claim of or relating to this contract, or the breach thereof, through alternative dispute dissolution, shall be determined by arbitration administered by the International Centre for Dispute Resolution in accordance with its International Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be Dublin, Ireland. The language of arbitration shall be English.