VidSwitcher - Terms of Service

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Terms of Use

Last Updated 07/05/2009

Terms of Use & Service

The webpages available at www.vidswitcher.com, and all linked pages (VidSwitcher), are owned and operated by Inertia Force, LLC ("Company"), a Colorado corporation, and is accessed by you under the Terms of Use described below ("Terms of Use").

VidSwitcher Terms of Use & Service Policy

IMPORTANT! PLEASE READ VERY CAREFULLY THESE TERMS OF USE FOR THE VIDSWITCHER PROGRAM BEFORE REGISTERING. THESE TERMS OF USE & SERVICE (TOS) GOVERN YOUR USE AND ACCESS OF THIS SITE (WWW.VIDSWITCHER.COM), WHICH IS PROVIDED BY INERTIA FORCE LLC. BY ACCESSING THIS SITE, YOU ARE INDICATING YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THESE TERMS OF USE. THESE TERMS OF USE ARE SUBJECT TO CHANGE BY INERTIA FORCE LLC AT ANY TIME IN ITS DISCRETION. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, PLEASE DO NOT REGISTER TO PARTICIPATE IN THE VIDSWITCHER PROGRAM.

1. Program Participation.

In order to participate in the VidSwitcher Program (the "Program"), participants ("You") will need to complete a set up procedure with VidSwitcher, and in order to use the VidSwitcher features, You will also have to provide your accurate account information. Company reserves the right to refuse participation to any applicant or participant at any time in its sole discretion. By enrolling in the Program, You agree that VidSwitcher may serve advertisements and/or links (collectively the "Ads") to advertise the VidSwitcher Program in combination with the VidSwitcher technology available on your Web Site, Blog, Forum or any Websites or Blogs or Forums (the "Sites") that have the VidSwitcher Code installed if your account is no longer active. You agree to comply with the specifications provided by VidSwitcher to enable proper display, tracking, and delivery of the VidSwitcher technology to your sites. You may not remove, or attempt to cover up, any hyper links displayed by the VidSwitcher Program on your Site for the purpose of allowing the Program to operate properly or to link back to the VidSwitcher website.

2. Rules and Restrictions.

The Program is designed to allow You to makes some choices about how the Program will appear on your Site. The Program will also allow You to select different applications from the list of available choices, if You choose to Participate in the Program. The Company retains the right, in its sole discretion, to set the rules for all applications and the right to restrict or limit the functions of the applications available in the Program. In addition, there is no guarantee that the Program will work on your Site 100% of the time with any or all of the Program features.

3. Free Registration

VidSwitcher offers a Free and Paid Registration. The Free option displays your advertisements on any switches you create with the Vidswitcher program 80% of the time and displays the Companies advertisements 20% of the time. The Paid option will charge a monthly fee which will allow your advertisements to display 100% of the time.

The Free Registration is subject to all of the following limitations:

1.) You must provide a valid email address and account information to activate your Free account. If your email address You originally entered in the sign up process changes, the video switches You created in the VidSwitcher Program and uploaded to your Site will be deactivated and the Companies advertisements will be displayed in their place. Upon, providing an active email address, the original video switches You created will then be re-activated and the Companies advertisements will no longer appear on your Site.

2.) You may not transfer or assign the Free Registration to any third party.

3.) You agree that You will not circumvent the restrictions of the Free Registration described in this document, or attempt to circumvent those restrictions by any means, including knowingly providing false or misleading information when You register for your account.

4. Billing.

Billing only applies to the Paid opton.

PAYMENT OCCURS ON A PRE-PAY BASIS.

Monthly Payment option

You will be billed at the time You sign up and thereafter on the same date each month in UNITED STATES DOLLARS ("USD"). Subsequent billing dates will be on the corresponding reoccurring period of your first billing date.

5. Cancellation.

You may cancel your membership to the Program at any time. If You decide to cancel midway through the month, You will still have access to the Program and the videos You added to your Sites will still switch to your chosen applications until the next billing cycle at which time your membership will be terminated and will not auto-renew. Upon termination, You will receive confirmation via e-mail that the request was received. You are responsible for all charges incurred up to the time the account is terminated.

6. How to Cancel your Subscription.

You may stop using this Program at any time. To cancel, please visit this link for our contact information info@vidswitcher.com or call 719-387-4258. Upon cancellation, You may be required to remove any VidSwitcher Program code or similar Programming from your Sites upon our request. VidSwitcher may at any time, in its sole discretion, also terminate or suspend all or part of the Program for any reason.

7. Additional Fees and Payments.

The Company reserves the right at any time to charge additional fees for access to certain portions or services offered by the VidSwitcher Program. In no event will You be charged for access to certain portions or services of VidSwitcher unless the Company obtains your prior agreement to pay such charges. You shall pay all fees and charges incurred through your account at the rates in effect for the billing period in which such fees and charges are incurred, including but not limited to charges for any products or services offered for sale through VidSwitcher.com by the Company or by any other vendor or service provider. All fees and charges shall be billed to You, and You shall be solely responsible for their payment. You shall pay all applicable taxes relating to the use of the Program through your account, and the purchase of any other products or services. If client disputes justified charges by provider on his credit card or PayPal account (chargeback), provider has the right to charge a $25 administration fee in addition to late fees, chargeback fees, bank fees, and immediately discontinue service. We do not offer refunds.

8. Parties' Responsibilities.

You are solely responsible for your Sites, including all content and materials, maintenance and operation thereof. VidSwitcher is not responsible for anything related to your Sites, other than any commitment made by VidSwitcher in this Agreement. In addition, VidSwitcher shall not be obligated to provide notice to You in the event that any feature of the Program is not being displayed or running properly.

9. Prohibited Uses.

Some functions of the VidSwitcher Program may be used in conjunction with third party Programs. In some cases, your use of the VidSwitcher Program may not comply the terms of service of some third party Programs or applications. If You decide to use the the VidSwitcher Program against the terms of service of a third party, You do so at your own risk and You are solely responsible for any loss of profits or revenue, including but not limited to loss of sales, profit, revenue, goodwill, or downtime, account closure (However arising in tort, contract, or otherwise) regardless of such party knew or should have known of the possibility of such damages.

You shall not, and shall not authorize or encourage any third party to use the Program for any automated, deceptive, fraudulent or other invalid mean; to damage, disable, overburden, or impair the VidSwitcher Program or any other party's services, servers, or other equipment or services; or to act in any way that violates any Program Policies posted on this VidSwitcher Web Site, as may be revised from time to time, or any other agreement between You and the Company, or engage in any action or practice that reflects poorly on VidSwitcher or the Company, otherwise disparages or devalues VidSwitcher or the Company's reputation or goodwill. You acknowledge that any attempted participation or violation of any of the foregoing is a material breach of this Agreement and that we may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of your account or termination of this Agreement, and the pursuit of all available civil or criminal remedies.

10. Site Content

The VidSwitcher Program must not be displayed on any page with content that includes:

* Violent content, racial intolerance, or advocacy against any individual, group, or organization
* Pornography, adult, or mature content
* Hacking/cracking content
* Illicit drugs and drug paraphernalia
* Gambling or casino-related content
* Sales or promotion of weapons or ammunition (e.g., firearms, fighting knives, stun guns)
* Any other content that is illegal, promotes illegal activity, or infringes on the legal rights of others

11. No Warranty.

THE COMPANY MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WITH RESPECT TO THE PROGRAM, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR ACCURACY OF INFORMATIONAL CONTENT. THE COMPANY MAKES NO WARRANTY THAT THE PROGRAM WILL MEET YOUR REQUIREMENTS, OR THAT PROGRAM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, NOR DOES THE COMPANY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PROGRAM OR THAT ALL DEFECTS WILL BE CORRECTED.

12. LIMITATIONS OF LIABILITY.

IN NO EVENT WHATSOEVER SHALL VIDSWITCHER, THE COMPANY, SHAREHOLDERS, AFFILIATES, SUPPLIERS OR THEIR RESPECTIVE EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFIT, REVENUE, GOODWILL, OR DOWNTIME, (HOWEVER ARISING IN TORT, CONTRACT, OR OTHERWISE) REGARDLESS OF SUCH PARTY'S NEGLIGENCE OR WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND AND AGREE THAT THE USE OF THIS SITE IS AT YOUR DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM YOUR USE OF THE PROGRAM. THE COMPANY NEITHER ASSUMES, NOR AUTHORIZES ANY OTHER PARTY TO ASSUME ON ITS BEHALF, ANY OTHER LIABILITY IN CONNECTION WITH THE PROVISION OF THE SITE. THE LIMITATIONS OF LIABILITY PROVIDED IN THIS AGREEMENT INURE TO THE BENEFIT OF VIDSWITCHER, THE COMPANY, SHAREHOLDERS, AFFILIATES AND TO ALL OF ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS. IN NO EVENT SHALL THE COMPANY 'S TOTAL CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED US$50. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO PORTIONS OF THE FOREGOING MAY NOT APPLY TO YOU, BUT THEN LIABILITY SHOULD BE LIMITED TO THE FULL EXTENT OF THE LAW.

13. Force Majeure.

Neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labor conditions, and power failures.

14. Representations and Warranties.

You represent and warrant that (a) all of the information provided by You to the Company to enroll in the Program is correct and current; (b) You are the owner of each Site or that You are legally authorized to act on behalf of the owner of such Site(s) for the purposes of this Agreement and the Program; (c) You have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of You hereunder.

15. Indemnification.

You agree to indemnify and hold the Company and its affiliates and each of their employees, contractors, agents, members, officers, and directors harmless, including reasonable attorneys' fees, from any claim or demand made by any third party in connection with or arising out of your use of the Program, your violation of any term, condition, representation, or warranty contained in this Terms of Use, any third party Terms of Use, your violation of applicable laws, or your violation of the rights of any other person or entity.

16. Intellectual Property Rights.

You acknowledge that the Company owns all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Program (excluding items licensed by the Company from third parties), and that You will not acquire any right, title, or interest in or to the Program. You will not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the VidSwitcher Program or services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Program or proprietary information related thereto. You will not remove, obscure, or alter VidSwitcher's Links, Copyright, Brand Features, or other proprietary rights notices affixed to or contained within any of VidSwitcher's services, software, or documentation. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.

17. Use of Information.

When You use the Program, the VidSwitcher Technology will collect, store, and periodically send information back to the Program or third party servers, including URLs accessed by the Software. In addition, the Program may retain and use the information You provide from registering for the Program, subject to the terms of the VidSwitcher Privacy Policy (located at http://www.VidSwitcher.com/privacy.php or such other URL as VidSwitcher may provide from time to time), including but not limited to Site demographics and contact and billing information. The Company may share non-personally-identifiable information about You, including Site URLs, Site-specific statistics and similar information collected by the Program, for the purpose of approving and enabling your participation in the Program. The Company may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. The Company disclaims all responsibility, and will not be liable to You, however, for any disclosure of that information by any such third party.

18. Miscellaneous.

This Agreement shall be governed by the laws of Colorado, except for its conflicts of laws principles. Any dispute or claim arising out of or in connection with this Agreement shall be adjudicated in Colorado Springs, Colorado. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. If any provision herein is held unenforceable, then such provision will be modified to reflect the parties' intention, and the remaining provisions of this Agreement will remain in full force and effect. Continued use of or visits to the Program constitutes acceptance of any modified terms and conditions. You may not assign your rights or delegate your responsibilities hereunder without the express written permission of the Company The Company may, at any time, assign its rights or delegate its obligations hereunder without notice to You. No person not a party to this Agreement is intended to be a beneficiary of this Agreement, and no person not a party to this Agreement shall have any right to enforce any term of this Agreement.

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