Terms and Conditions of Use (“Terms”)
Last updated: May 3, 2021
Your use of VIVA software constitutes your agreement with the Terms. If you do not agree to these Terms, then you are not granted rights to use VIVA software, and you should not download VIVA software.
Algosoft reserves the right to update and change these Terms from time to time. Updates and changes to these Terms will be reflected in and accessible through the URL where such Terms first appeared. We will also update the “Last updated” date at the beginning of the Terms. Algosoft will notify registered users via email when any material changes are made to the Terms. Users should periodically review the most recent version of the Terms. Use of VIVA software after revision of the Terms constitutes acceptance of any changes.
1. Definitions
As used herein, the following terms shall have the meanings ascribed to them in this Section, 1.
VIVA shall mean a set of technologies and software functions, libraries, interfaces developed by Algosoft Corporation to restore video content.
The VIVA service means that Algosoft processes the user’s footage, which the user uploads using the Algosoft web site, using Algosoft’s patented video content reconstruction technology, and returns the results back to the user. VIVA analyzes video frames and transform such frames producing new video frames of better quality.
Video frames processed by the VIVA shall mean a set of frames that generated as a final video output of VIVA in format Prores if the input format is also Prores, and H264 (.mp4) for other input formats.
Reconstructed/Restored Video Frames shall mean video frames processed by VIVA.
2. Intellectual Property
Ownership. As between the parties, Algosoft owns all rights, title, and interest in and to all technologies, software functions, libraries, software routines, interfaces included in VIVA Software package.
Intellectual Property Rights. Algosoft shall retain all rights, title and interest in and to all intellectual property rights associated with the license hereunder. A user shall not authorize any third party to: (i) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from
Algosoft’s technology, algorithms, databases, computer programs, ontology, directory structure, or patents, copyrights, or other proprietary rights or Algosoft’s methodology related to the creation and compilation of the content or any other information furnished to you by Algosoft, or permit any third party to attempt any of the foregoing, except to the extent, if any, permitted by applicable law.
These Terms not transfer from Algosoft Tech USA to you any Algosoft Tech USA or third party intellectual property, and all right, title and interest in and to such property will remain (as between the parties) solely with Algosoft Tech USA. Algosoft Tech USA, Inc., https://algosoft-tech.com, the Algosoft Tech USA logo, and all other trademarks, service marks, graphics and logos used in connection with Algosoft Tech USA, or the Website are trademarks or registered trademarks of Algosoft Tech USA or Algosoft Tech USA’s licensors; and, the Hosted Services are covered by Algosoft Tech USA trademarks or copyright. Other trademarks, service marks, graphics and logos used in connection with the Website or Hosted Services may be the trademarks of other third parties. Your use of the Website and Hosted Services grants you no right or license to reproduce or otherwise use any Algosoft Tech USA or third-party trademarks.
3. Your Account.
If you create an account on the Website and/or as required to access and use the Hosted Services, you are responsible for maintaining the security of your account and its content, and you are fully responsible for all activities that occur under the account and any other actions taken in connection with the Services. You must not describe or assign content to your account in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others, and Algosoft Tech USA may change or remove any content or photos that it considers inappropriate or unlawful, or otherwise likely to cause Algosoft Tech USA liability. You must immediately notify Algosoft Tech USA of any unauthorized uses of your account and/or the Services any other breaches of security. Algosoft Tech USA will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.
4. Without limiting any of those representations or warranties, Algosoft Tech USA has the right (though not the obligation) to, in Algosoft Tech USA’s sole discretion (i) refuse or remove any content that, in Algosoft Tech USA’s reasonable opinion, violates any Algosoft Tech USA policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Services to any individual or entity for any reason, in Algosoft Tech USA’s sole discretion. Algosoft Tech USA will have no obligation to provide a refund of any amounts previously paid.
5. White Label.
Algosoft Tech USA grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services solely in accordance with these Terms. You may not use the Services to distribute, rebrand, or white-label any of the Services we provide. Algosoft Tech USA may, in appropriate circumstances, terminate accounts which we believe are in violation of these Terms and this Section 6 without notice and without refund.
6. Resale.
You may not sell, resell, rent, lease, or distribute any plan or any other aspect of our Services to any third party unless authorized by us in writing.
7. Responsibility of Website Visitors.
Algosoft Tech USA has not reviewed, and cannot review, all of the material, including computer software, posted to the Website, and cannot therefore be responsible for that material’s content, use or effects. By operating the Website, Algosoft Tech USA does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non- harmful. You are responsible for taking precautions as necessary to protect ourselves and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights, or infringes the intellectual property and other proprietary rights, of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Algosoft Tech USA disclaims any and all responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content posted thereon.
8. Content Posted on Other Websites.
We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which we link, and that link to us. Algosoft Tech USA does not have any control over those non-Algosoft Tech USA websites and webpages, and is not responsible for their contents or their use. By linking to a non-Algosoft Tech USA website or webpage, Algosoft Tech USA does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Algosoft Tech USA disclaims any and all responsibility for any harm resulting from your use of non-Algosoft Tech USA websites and webpages.
9. Mailing list.
When signing up on Algosoft Tech USA you are automatically subscribing to our mailing list. You can unsubscribe from the list at any time upon written request.
10. Changes.
Algosoft Tech USA reserves the right, at its sole discretion, to modify or replace any part of these Terms. It is your responsibility to check these Terms periodically for changes. Your continued use of or access to the Website or Hosted Services following the posting of any changes to these Terms constitutes express acceptance of those changes. Algosoft Tech USA may also, in the future, offer new services and/or features through the Website (including, the release of new tools and resources). Such new features and/or services shall be subject to these Terms. Algosoft reserves the right to update and change prices with 2 months’ notice for registered customers.
11. Term and Termination.
These Terms shall remain in full force and effect while you are a user of VIVA Software. You may terminate your use at any time, for any reason. Algosoft may terminate your use at any time for violation of these Terms or any laws or to protect the integrity of Algosoft, the software or services connected to VIVA software usage. Algosoft reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, VIVA software usage or any VIVA service. Algosoft shall not be liable to any user or other third party for any such modification, suspension or discontinuance. Even after your use or participation is terminated, the material terms of these Terms will remain in effect.
Upon the termination of your VIVA usage account, for any reason, including as a result of inactivity, violation of these Terms, Algosoft will close your account and you will no longer be able to retrieve materials contained in that account. Algosoft Tech USA may terminate your access to all or any part of the Website or your access to any of the Hosted Services at any time, with or without cause, with or without notice, effective immediately. If you wish to terminate your agreement with Algosoft Tech USA or your Algosoft Tech USA account (if you have one), you may simply discontinue using the Services. Notwithstanding the foregoing, if you have a paid Services account, such account can only be terminated by Algosoft Tech USA if you materially breach these Terms and fail to cure such breach within thirty (30) days from Algosoft Tech USA’s notice to you thereof; provided that, Algosoft Tech USA can terminate the Services immediately as part of a general shut down of our service. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
12. Disclaimer of Warranties.
The Services are provided “as is”. Algosoft Tech USA and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Algosoft Tech USA nor its suppliers and licensors, makes any warranty that the Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or services through, the Website at your own discretion and risk.
12. Limitation of Liability.
In no event will Algosoft Tech USA, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for: (i) any special, incidental or consequential damages; (ii) the cost of procurement for substitute products or services; (iii) for interruption of use or loss or corruption of data; or (iv) for any amounts that exceed the fees paid by you to Algosoft Tech USA under these Terms during the twelve (12) month period prior to the cause of action. Algosoft Tech USA shall have no liability for any failure or delay. The foregoing shall not apply to the extent prohibited by applicable law.
13. General Representation and Warranty.
You represent and warrant that (i) your use of the Services will be in strict accordance with the Algosoft Tech USA Privacy Policy, with these Terms and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Website or Hosted Services will not infringe or misappropriate the intellectual property rights of any third party.
14. INDEMNIFICATION
YOU AGREE TO INDEMNIFY, HOLD HARMLESS, AND DEFEND ALGOSOFT AND EACH OF ALGOSOFT’S LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS (COLLECTIVELY, “ALGOSOFT INDEMNIFIED PARTIES”) FROM ANY AND ALL THIRD PARTY CLAIMS, CAUSES OF ACTIONS, PROCEEDINGS, LIABILITIES, DAMAGES, OR OTHER DEMANDS (“CLAIMS”) (INCLUDING BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES, ACCOUNTING EXPENSES, AND LEGAL COSTS), ARISING DIRECTLY OR INDIRECTLY OUT OF THE BREACH OF ANY AGREEMENT,REPRESENTATION OR WARRANTY HEREUNDER, AND THE EXISTENCE, USE AND MAINTENANCE OF THE VIVA SOFTWARE AND VIVA SERVICES.
ALGOSOFT INDEMNIFIED PARTIES WILL HAVE THE RIGHT, BUT NOT THE OBLIGATION, TO PARTICIPATE, THROUGH COUNSEL OF THEIR CHOICE, IN ANY DEFENSE BY YOU OF ANY CLAIM AS TO WHICH YOU ARE REQUIRED TO DEFEND, INDEMNIFY OR HOLD HARMLESS THE ALGOSOFT INDEMNIFIED PARTIES (“INDEMNIFIED CLAIM’). YOU MAY NOT SETTLE ANY INDEMNIFIED CLAIM WITHOUT THE PRIOR WRITTEN CONSENT OF THE CONCERNED ALGOSOFT INDEMNIFIED PARTIES.
15. DISCLAIMER OF WARRANTIES
Algosoft cannot guarantee and does not promise any specific results from use of VIVA Software. No advice or information, whether oral or written, obtained by you from Algosoft or via VIVA service will create any warranty not expressly stated herein.
ALL PRODUCTS, SERVICES, INFORMATION, CONTENT OR ANY OTHER MATERIALS OR ITEMS PROVIDED ON OR VIA VIVA SOFTWARE ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTY OR CONDITIONS OF ANY KIND, INCLUDING BUT NOT LIMITED TO, EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. ALGOSOFT DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY PRODUCTS, SERVICES OR INFORMATION ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH VIVA SOFTWARE USAGE OR ANY LINKED WEB SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND
ALGOSOFT WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF CONTENT, PRODUCTS, SERVICES OR INFORMATION. AS WITH THE PURCHASE OF A PRODUCT, SERVICE OR INFORMATION THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
ALGOSOFT DOES NOT WARRANT THAT VIVA SERVICES WILL BE TIMELY, UNINTERRUPTED, OR SECURE. SCHEDULED AND PREVENTIVE MAINTENANCE, AS WELL AS REQUIRED AND EMERGENCY MAINTENANCE WORK MAY TEMPORARILY INTERRUPT SERVICES OR ACCESS TO VIVA SERVICE OR ALGOSOFT WEBSITE. WE DO NOT ASSUME RESPONSIBILITY FOR DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
YOU AGREE THAT YOUR USE OF VIVA SOFTWARE WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, ALGOSOFT AND EACH OF ITS ADVERTISERS, LICENSORS, SUPPLIERS, OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS AND OTHER CONTRACTORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED IN CONNECTION WITH VIVA SOFTWARE AND VIVA SERVICES, YOUR USE THEREOF, PRODUCTS, INFORMATION OR ANY OTHER ITEMS OR MATERIALS OFFERED AND ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF
VIVA, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM
VIVA, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO, ON OR VIA VIVA SOFTWARE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE ON OR VIA VIVA SOFTWARE OR VIVA SERVICES.
ALGOSOFT RESERVES THE RIGHT TO CHANGE ITS WARRANTY POLICY SET FORTH HEREIN, AT ANY TIME BY UPDATING THESE TERMS.
16. LIMITED LIABILITY
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALGOSOFT WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, OR ANY OTHER DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, DAMAGES RESULTING FROM: (A) RELIANCE ON
ALGOSOFT’S MATERIALS, (B) LOSS OF USE, DATA, PROFITS, GOODWILL AND/OR OTHER INTANGIBLE LOSSES (INCLUDING WITHOUT LIMITATION THE INABILITY TO USE VIVA SOFTWARE OR VIVA SERVICES, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON
VIVA), OR (C) DELAYS OR BUSINESS INTERRUPTIONS ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF VIVA SOFTWARE), WHETHER BASED ON BREACH OF CONTRACT, WARRANTY BREACH, TORT, OR OTHERWISE, ARISING FROM YOUR USE OF VIVA SOFTWARE, EVEN IF ALGOSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ALGOSOFT’S LIABILITY AND THE LIABILITY OF EACH OF ITS OFFICERS, DIRECTORS, INVESTORS, EMPLOYEES, AGENTS, ADVERTISERS, LICENSORS, SUPPLIERS, SERVICE PROVIDERS AND OTHER CONTRACTORS TO YOU OR ANY THIRD PARTIES UNDER ANY CIRCUMSTANCE IS LIMITED TO US$100. YOU ACKNOWLEDGE AND AGREE THAT ALGOSOFT WOULD BE UNWILLING TO MAKE AVAILABLE VIVA SOFTWARE ABSENT THE FOREGOING LIMITATIONS OF LIABILITY, WHICH FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
17. DISPUTES WITH ALGOSOFT, CHOICE OF LAW AND FORUM
This Agreement shall be governed by the laws of the state of Georgia, U.S.A., without reference to its choice of law rules. The parties agree that the forum for dispute resolution under this Agreement shall be located exclusively in the courts of the state of Georgia.
18. MISCELLANEOUS
Severability
These Terms constitute the entire agreement between Algosoft Tech USA and you concerning the subject matter hereof, and they may only be modified by a written amendment signed by an authorized executive of Algosoft Tech USA, or by the posting by Algosoft Tech USA of a revised version of these Terms. Except to the extent applicable law, if any, provides otherwise, these Terms, any access to or use of the Services will be governed by the laws of the state of Georgia, U.S.A., excluding its conflict of law provisions, and the proper venue for any disputes arising out of or relating to any of the same will be the state and federal courts located in Atlanta, Georgia. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court without the posting of a bond), any dispute arising under these Terms shall be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (“JAMS”) by three arbitrators appointed in accordance with such Rules. The arbitration shall take place in Atlanta, Georgia, in the English language and the arbitral decision may be enforced in any court. The prevailing party in any action or proceeding to enforce or interpret these Terms shall be entitled to costs and attorneys’ fees. If any part of these Terms is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of these Terms or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. Algosoft Tech USA may assign its rights under these Terms without condition. This agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.If any clause or provision in this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, it will not affect the validity of any other clause or provision within this Agreement, which will remain in full force and effect; provided, however, that a court having jurisdiction may revise such provision to the extent necessary to make such provision valid and enforceable, consistent with the intention of the parties.
Complete Agreement
Complete Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to this specific subject matter thereof. There are no terms, obligations, covenants, representations, statements, or conditions relating to the subject matter thereof other than those contained in this Agreement. No variation or modification of this Agreement or waiver of any of the terms or provisions hereof will be deemed valid unless in writing and signed by both parties.
Force Majeure
Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its reasonable control including, but not limited to: earthquake, flood, fire, storm or other natural disaster, act of God, labor controversy or threat thereof, civil disturbance or commotion, disruption of the public markets, war or armed conflict or the inability to obtain sufficient material, supplies, labor, transportation, power or other essential commodity or service required in the conduct of its business, including Internet access, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree.
Waiver And Severability Of Terms
The failure by any party to exercise or enforce any of the terms or conditions of this Agreement shall not constitute a waiver of that
party’s rights hereunder to enforce each and every term and condition of this Agreement.
Time Limit For Filing Claims
Any claim or cause of action arising out of or related to use of VIVA Software or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Assignment
In our sole discretion, we may assign these Terms, in whole or in part, by providing notice in accordance with the notice provision in this Section should Algosoft ever file for bankruptcy or in the event of a sale, merger, acquisition or other transfer of all or substantially all of VIVA Software. You may not assign these Terms, in whole or in part, without Algosoft’s prior written consent.
Contact Us
If you have any questions or concerns about these Terms, any policy, or VIVA Software generally, please send us a thorough description by email to sales@algosoft-tech.com.