CAREFULLY READ THE FOLLOWING SUBSCRIPTION AGREEMENT (THE “AGREEMENT”). YOU AS THE “SUBSCRIBER” ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT BY COMPLETING THE SIGN UP PROCESS AT VIMEO.COM. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT CHECK THE BOX BESIDE “I ACCEPT” AND YOU WILL NOT BECOME A SUBSCRIBER.
This Agreement is between Jo Ann Barefoot Group, LLC (the “Licensor”) with a business address of PO Box 2014, Angel Fire, NM 87710, and the “Subscriber”, which is the person or entity purchasing a “Subscription” to the Program (defined below).
The “Program” consists of: (i) the videos uploaded to the Website as part of the Regulation Innovation Series and (ii) additional exclusive online content in many different mediums, including blog posts, articles, podcasts, interviews and more that are available only by subscribing to the Program. In addition, the Program may include certain additional benefits and materials that will only be available to the Subscriber in the sole discretion of Licensor.
“Use” means accessing or otherwise using any of the components or materials of the Program.
Grant of Rights; Subscription Term
Licensor hereby grants to Subscriber a limited, non-exclusive, non-sublicensable, revocable license to Use the Program purchased by Subscriber at this time and in the future, in accordance with the terms and conditions of this Agreement (each a “Subscription”). Subscriptions are not transferable and may not be shared or “loaned” to non-Subscribers.
The term of this Subscription Agreement will commence on the date that the Subscriber accepts this Agreement and completes its purchase of a Subscription (the “Effective Date”) and continue for whatever subscription period is specified at the time of payment (the “Initial Term”). At the end of the Initial Term, the Subscription will automatically renew for an additional term equal in length to the Initial Term and continue to renew at the end of each successive term until the Subscription is terminated.
This Agreement and your Subscription will automatically renew at the end of the Initial Term (and each renewal term), unless you give Licensor written notice, at least ten (10) days before the end of the Initial Term (or the end of any renewal term), of your intention not to renew the Subscription Agreement and your Subscription.
The Initial Term and any renewals or extensions thereof shall be referred to as the “Term.”
Subscriber agrees to pay Licensor the amount specified at the time of signup for the applicable Subscription term (the “Subscription Fee”). The initial Subscription Fee shall be due and payable prior to the Effective Date. Any renewal Subscription Fee shall be due and payable prior to the commencement of any renewals or extensions hereof beyond the Initial Term. The Subscription Fee is non-refundable, except at the sole discretion of the Licensor.
Covenants of Subscriber
The Program and all of its other components, are protected by United States copyright laws and international treaties. All information and materials that constitute the Program shall remain the sole and exclusive intellectual property of Licensor. By subscribing to the Program, you agree to not:
copy any portion of the Program, whether by downloading or transcribing the videos or otherwise;
modify or adapt the Program or merge it into another program or any other medium;
share or show any portion of the Program to any person who is not a Subscriber; or
share your login and/or password to allow any other person to Use the Program.
Subscriber is entirely responsible for any and all activities that occur within the Subscriber’s account. The Subscriber shall be entirely responsible for maintaining the confidentiality of all passwords and account data. Any unauthorized use or breach of security of a Subscriber account, shall be reported immediately to Licensor.
Initial Subscription Payment: By entering into this Agreement, you agree that you will pay the Subscription Fee for the Initial Term. Your Subscription Fee will automatically be charged to the credit card you designated as the credit card to be billed for your account.
Automatic Subscription Renewal: At the time of each renewal, your credit card will be charged our then-current fee for your renewed Subscription, provided that if the fee for your renewal Subscription increases, we will notify you at your designated email address at least ten (10) days prior to renewal so that you have an opportunity to elect not to renew. Your credit card will be charged for the renewal of the Subscription Service to which you have elected to subscribe on your billing date ("Billing Date"). The Billing Date for your renewed Subscription shall be on or about the applicable anniversary of the Effective Date.
Methods of Payment and Additional Terms: All payments shall be made to Licensor through Vimeo (the Website’s video provider) and its associated PayPal integration. All such payments shall be subject to any additional terms and conditions accepted at the time of Vimeo account creation or payment of the Subscription Fee through Vimeo as well as the terms of your account with PayPal. You agree to pay all fees and charges incurred in connection with the Subscription and Subscription Fee (including any applicable taxes) at the rates in effect when the charges were incurred. If Licensor does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by Licensor.
Unauthorized Charges: Unless you notify Licensor in writing of any discrepancies or unauthorized charges within sixty (60) days after they first appear on your credit card statement, they will be deemed accepted by you for all purposes, including resolution of inquiries made by your card issuer. You release Licensor from all liabilities and claims of loss resulting from any error or discrepancy that is not reported to Licensor in writing within sixty (60) days of its first appearance on an invoice or credit card statement.
Late Payments: Your account may be deactivated without notice to you if payment is past due, regardless of the dollar amount. You agree to pay any outstanding balance in full within thirty (30) days of cancellation or termination of your Subscription.
Modifications to Fees or Billing Terms: Licensor reserves the right, at any time, to change its Subscription Fee and billing methods, including the addition of supplemental fees or separate charges for content, or services provided by Licensor, effective upon ten (10) days notice to you at your designated email address. If any such change is unacceptable to you, you may terminate your Subscription by providing notice to Licensor. Your continued use of the Program following the Effective Date of a change to fees or billing methods shall constitution your acceptance of such change.
Termination by Licensor
Licensor shall have the right to immediately terminate this Agreement and your Subscription if you breach any of the terms of this Agreement or fail to perform any of its obligations hereunder. In the event that the Licensor terminates this Agreement and the Subscriber’s Subscription as provided in this Section 7, the Subscriber will not be entitled to a refund of any Subscription Fee paid hereunder.
Licensor shall have the right to change, suspend or terminate the Program at any time in Licensor’s sole discretion.
In the event of a material change (as determined by Licensor) or suspension, Licensor shall provide Subscriber with the opportunity to terminate this Agreement and receive a pro-rated refund based on the amount of time remaining on the Subscription. In the event of a termination of the Program, Licensor shall provide Subscriber with a pro-rated refund based on the amount of time remaining on the Subscription.
Effect of Termination
Upon the expiration or termination of this Subscription, Subscriber will no longer have access to or be able to Use the Program.
Ownership of Program
Licensor retains sole and exclusive title to and ownership of the Program and all enhancements, modifications and updates of the Program, as well as any intellectual property rights associated with the Program.
Modification and Enhancements
Subscriber will make no efforts to reverse engineer the Program, or make any modifications or enhancements without Licensor’s express written consent, which may be granted or withheld in the Licensor’s sole and absolute discretion.
THE PROGRAM IS PROVIDED “AS IS.” LICENSOR DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO, ALL EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR ADDITIONALLY DISCLAIMS ALL OBLIGATIONS AND LIABILITIES FOR DAMAGES, INCLUDING BUT NOT LIMITED TO, SPECIAL, INDIRECT AND CONSEQUENTIAL DAMAGES, ATTORNEY FEES AND COURT COSTS ARISING FROM OR IN CONNECTION WITH THE USE OF THE PROGRAM LICENSED UNDER THIS AGREEMENT BY THE SUBSCRIBER.
Subscriber will treat the Program as trade secrets, proprietary know-how and copyrighted materials, belonging exclusively to Licensor, that is being made available to Subscriber in confidence. Subscriber agrees to treat the Program with at least the same care as it treats its own confidential or proprietary information. Subscriber may not copy, distribute, sell or otherwise disseminate any portion of the Program, without the prior written consent of the Licensor.
If any legal action becomes necessary to enforce this Agreement, the prevailing party shall be entitled to recover its reasonable attorney fees, costs and expenses in addition to any other relief to which it may be entitled.
Complete Agreement: This Agreement is the sole and entire agreement between the parties. This Agreement supersedes all prior understandings, agreements and documentation relating to such subject matter.
Modifications to Agreement/Subscription: Modifications and amendments to this Agreement or the Subscription shall be enforceable only if they are in writing and are signed by authorized representatives of both parties.
Applicable Law/Venue: This Agreement will be governed by the laws of the Commonwealth of Massachusetts, without resort to its principles of conflicts of law. Venue for any action or proceeding arising out of or relating to this Agreement shall lie exclusively in Boston, Massachusetts.
Notices: All notices and other communications given in connection with this Agreement shall be in writing and delivered via publication on the Website or electronic mail: (i) for the Licensor, to firstname.lastname@example.org and (ii) for the Subscriber, to the email address used when registering an account and signing up for a Subscription.
Either party may change its registered email address under this Agreement by giving notice of the change in accordance with this paragraph.
No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture or other form of joint enterprise between the parties.
Assignment: The rights conferred by the Agreement and the Subscription shall not be assigned by the Subscriber without Licensor’s prior written consent, which may be granted or withheld in the Licensor’s sole and absolute discretion.
Partial Invalidity: If any provision of this Agreement is determined to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.
Binding Agreement: Upon its execution by the parties, this Agreement shall be binding on the parties and their legal successors and assigns.