Terms and Conditions

VIDSTEP TERMS AND CONDITIONS

Welcome to Vidstep!

These terms and conditions (Terms) govern your membership with Vidstep, an online platform for creating and sharing instructional videos (Subscription). Your Subscription is for the tiered package as selected by you and agreed between us by means of the Website (Subscription Tier). The Subscription Tiers includes a free Subscription and a number of paid Subscriptions. Descriptions of each Subscription Tier is available on our Website www.vidstep.io.

By clicking to accept or agree to the Terms, paying for your Subscription or otherwise accepting the benefit of any part of the Solution, you agree to be bound by these Terms which form a binding contractual agreement between you or the company you represent (the ‘Client’, or ‘you’) and Vidstep Pty Ltd (ACN: 634 833 453) ABN (‘Vidstep’, ‘our’, ‘we’ or ‘us’). You represent and warrant that you have valid authority to enter into these Terms on behalf of any entity you may represent.

Please note that your Subscription will continue to renew indefinitely, and you will continue to incur Subscription Fees (except for the free Subscription Tier), unless you notify us that you want to cancel your Subscription. 

Vidstep is constantly innovating in order to provide the best possible experience for its users. We may therefore change these Terms at any time by notifying you, and your continued use of the Solution following such an update will represent an agreement by you to be bound by the Terms as amended.

In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms. 

Please read these terms and conditions carefully before agreeing to proceed with your Subscription. 

  1. THE SOLUTION
    1. YOUR SUBSCRIPTION AND THE SOLUTION
      1. (The Solution) The Solution includes, to the extent described in your Subscription Tier, the Platform, the Video Storage Services and the Advertising Services. 
      2. (Scope of Subscription) Your Subscription includes the benefits and limitations set out on our Website for your Subscription Tier, or as otherwise communicated to you when you subscribe for your Subscription (as amended from time to time by notice to you). 
      3. (Provide Information) As part of registering for, and your continued use of, your Subscription, you may be required to provide personal information and details, such as your email address, first and last name, preferred username, a secure password, billing, postal and physical addresses, mobile phone number, photos and video, audio files, profile information, payment details, ratings and reviews, verified identifications, verified certifications and authentication, and other information as determined by us from time to time. You warrant that any information you give to us in the course of completing the Subscription registration process is accurate, honest, correct and up to date.
    2. THE PLATFORM

The Vidstep platform lets you upload videos and add instructions, time stamps as well as share videos publicly and privately and comment on videos (Platform). Depending upon your Subscription Tier, some of these functions may not be available to you. The following terms apply to the Platform:

  1. We grant to you a non-exclusive, non-transferable licence to use the Platform for the Number of Solution Users. 
  2. We may from time to time in our absolute discretion release enhancements to the Platform, where enhancements means any upgraded, improved, modified or new versions of the Platform. Any enhancements to the Platform will not limit or otherwise affect these Terms. Enhancements may cause downtime or delays from time to time, and credits will not be provided for such downtime. 
  3. While we will use our best efforts to select an appropriate hosting provider, we do not guarantee that the hosting of the Platform will be free from errors or defects or that the Platform will be accessible or available at all times.
  4. Unless otherwise agreed in writing, we may not provide access, or suspend access, to any part of the Solution until you have paid the relevant instalment of Subscription Fees.
  5. VIDEO STORAGE SERVICES

Every Subscription includes capacity to store uploaded videos (Video Storage Services). The amount of capacity for the Video Storage Services is described in your Subscription Tier. The following terms apply to the Video Storage Services:

  1. You acknowledge and agree that we may store videos through cloud-based services, and potentially other locations outside Australia.
  2. We will use our best efforts to ensure that videos are stored securely. However, we do not accept responsibility or liability for any unauthorised use, destruction, loss, damage or alteration to videos, including due to hacking, malware, ransomware, viruses, malicious computer code or other forms of interference.
  3. In the event that a video is lost due to a system failure (e.g. a database or webserver crash), we cannot guarantee that any backup will be available, or if available that such a backup will be free from errors or defects. 
  4. ADVERTISING SERVICES 

Certain Subscription Tiers include services for advertising and promotion (Advertising Services). The Advertising Services are described in your Subscription Tier. The following terms apply to the Advertising Services:

  1. We make no promises or guarantees about the effectiveness of the Advertising Services; and 
  2. Advertising Services may incur additional fees in addition to the Subscription Fees.
  3. THIRD PARTY PLATFORM, TERMS & CONDITIONS
    1. You acknowledge and agree that third party terms & conditions (Third Party Terms) may apply to your use of the Solution.
    2. You agree to any Third Party Terms applicable to any third party goods and services that are used in providing the Solution, and we will not be liable for any loss or damage suffered by you in connection with such Third Party Terms.
    3. Without limiting clause 1.5(b), we will take reasonable steps to notify you of Third Party Terms.
    4. You acknowledge and agree that issues can arise with transferring data to platform and between platform, and when integrating platform with other platform. We cannot guarantee the integration processes to other platform will be free from errors, defects or delay. You agree that we will not be liable for the functionality of any third party goods or services, including any platform.
  1. SUBSCRIPTION FEES AND PAYMENT
    1. Except for the free Subscription Tier, you must pay fees to us in the amounts and at the times specified in the pricing section of the Website for your Subscription Tier, or as otherwise agreed in writing (Subscription Fees).
    2. All Subscription Fees must be paid in advance and are non-refundable for change of mind.
    3. Your Subscription will continue to renew on a monthly basis indefinitely, and you must pay Subscription Fees in respect of each monthly period, unless you notify us within 14 days of the expiry of the then current month that you want to cancel your Subscription. Otherwise, we will continue to debit the Subscription Fees from your account each month. We will not pay any charge back amount if you fail to cancel your Subscription in accordance with this clause. By choosing a recurring payment plan, you acknowledge that your Subscription has an initial and recurring payment feature and you accept responsibility for all recurring charges prior to your cancellation of your Subscription. We may submit periodic charges for the Subscription Fees without further authorisation from you, until you provide prior written notice (receipt of which is confirmed by us) that you have terminated this authorization or wish to change your payment method. Such notice will not affect charges submitted before we could reasonably act on such notice. To terminate your authorization or change your payment method, please contact us via our Website.
    4. We reserve the right, from time to time, to change the Subscription Fees. We will notify you in advance if we do this. 
    5. (Currency) The Subscription Fee amount shown on the Website may be in a currency other than Australian Dollars. All Fees must however, be paid in Australian Dollars. Depending on your payment method you may be charged a foreign transaction fee. 
    6. (GST) Unless otherwise indicated, the Fees do not include GST. In relation to any GST payable for a taxable supply by us, you must pay the GST subject to us providing a tax invoice.
    7. (Card surcharges) We reserve the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard, American Express or Diners Club). 
    8. (Dishonour fee) If we are unable to debit your payment method, we may charge a dishonour fee. 
    9. (Online payment partner) We may use third-party payment providers (Payment Providers) to collect payment of the Subscription Fees. The processing of payments by the Payment Provider will be, in addition to these terms, subject to the terms, conditions and privacy policies of the Payment Provider and we are not liable for the security or performance of the Payment Provider. We reserve the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your Subscription Fees. 
  1. YOUR OBLIGATIONS
    1. You must, and must ensure that all Users, comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your, your Personnel’s, or any User’s, breach of these Terms, and you indemnify us in respect of any such damage, loss or expense. 
    2. You must not, and must not encourage or permit any User, Personnel or any third party to, without our prior written approval:
      1. upload sensitive information or commercial secrets using the Platform;
      2. upload any inappropriate, offensive, illicit, illegal, pornographic, sexist, homophobic or racist videos or any other form of material using the Platform;
      3. upload any videos or any other form of material that is owned or copyrighted by a third party; 
      4. make copies of the Platform (including any videos);
      5. adapt, modify or tamper in any way with the Platform and the Video Storage Services;
      6. remove or alter any copyright, trade mark or other notice on or forming part of the Platform (including any videos); 
      7. create derivative works from or translate the Platform (including any videos);
      8. publish or otherwise communicate the Platform (including any videos) to the public, including by making it available online or sharing it with third parties;  
      9. sell, loan, transfer, sub-licence, hire or otherwise dispose of the Platform to any third party;
      10. decompile or reverse engineer the Platform or any part of it, or otherwise attempt to derive its source code; 
      11. attempt to circumvent any technological protection mechanism or other security feature of the Platform and the Video Storage Services; or
      12. permit any use of the Solution in addition to the Number of Solution Users.
    3. If you become aware of misuse of your Subscription by any person, any errors in the material on your Subscription or any difficulty in accessing or using your Subscription, please contact us immediately using the contact details or form provided on our Website.
  2. USER OBLIGATIONS

You agree, and you must ensure that all Users agree:

  1. to comply with each of your obligations in these Terms;
  2. not to intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Solution;
  3. to not share your Solution account information with any other person and that any use of your account by any other person is strictly prohibited. You must immediately notify us of any unauthorised use of your account, password or email, or any other breach or potential breach of the Solution’s security;
  4. to not use the Solution for any purpose other than for the purpose for which it was designed, including you must not use the Solution in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity (including requesting or accepting a job which includes illegal activities or purposes);
  5. not to act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Solution; 
  6. you must not make any automated use of the Solution and you must not copy, reproduce, translate, adapt, vary or modify the Solution without our express written consent; 
  7. that we may change any features of the Solution at any time on notice to you;
  8. that information given to you through the Platform, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
  9. that we may cancel your Subscription and access to the Solution at any time if we consider, in our absolute discretion, that you are in breach or are likely to breach this clause 4.
  10. POSTED MATERIALS and comments
    1. WARRANTIES

By uploading or posting any videos, comments or any other information, materials or content to the Platform (Posted Material) or, as relevant, the Video Storage Services, you represent and warrant that, and must ensure that all Users make equivalent representations and warranties:

  1. you are authorised to provide the Posted Material (including by being authorised to provide any services that you represent you provide);
  2. the Posted Material is accurate and true at the time it is provided;
  3. any Posted Material which is in the form of a review or feedback is honest, accurate and presents a fair view of the relevant person and/or your experience;
  4. the Posted Material is free from any harmful, discriminatory, defamatory or maliciously false implications and does not contain any offensive or explicit material;
  5. the Posted Material is not “passing off” of any product or service and does not constitute unfair competition; 
  6. the Posted Material does not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, confidential information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
  7. the Posted Material does not contain any viruses or other harmful code, or otherwise compromise the security or integrity of the Solution or any network or system; and
  8. the Posted Material does not breach or infringe any applicable laws.
  9. LICENCE

We need certain permissions from you to provide the Solution:

  1. Permission to use the Posted Material you create and share: Some Posted Material that you share or upload, such as photos or videos, may be protected by intellectual property laws.
  2. You own the Intellectual Property Rights (for example copyright or registered trademarks) in any Posted Material that you create and share on the Platform. Nothing in these Terms takes away the rights you have to your own Posted Material. You are free to share your Posted Material with anyone else, wherever you want.
  3. However, to provide the Solution we need you to give us a licence to use the Posted Material. 
  4. Specifically, when you share, post, or upload Posted Material that is covered by Intellectual Property Rights on our Platform, you grant, and must ensure that all Users grant, to us a non-exclusive, perpetual, irrevocable, transferable, worldwide and royalty-free licence (including the right to sublicense) to use, copy, modify, reproduce, create and reproduce derivative copies, display publicly and distribute copies, display publicly and distribute copies of derivative works and adapt any Intellectual Property Rights in any Posted Material in order for us to use, exploit or otherwise enjoy the benefit of such Posted Material (consistent with your privacy and application settings). This license will end when your Posted Material is deleted from our Platform.
  5. If it is determined that you retain moral rights (including rights of attribution or integrity) in any Posted Material, you forever release us from any and all claims that you could assert against us by virtue of any such moral rights, and you must ensure that all Users grant an equivalent release.
  6. You indemnify us against all damages, losses, costs and expenses incurred by us arising in connection with any third party claim that Posted Material infringes any third party’s Intellectual Property Rights.
  7. REMOVAL
    1. The Platform acts as a passive conduit for the online distribution of Posted Material and has no obligation to screen Posted Material. However, we may, in our absolute discretion, review and remove any Posted Material at any time without giving any explanation or justification for removing the Posted Material.
    2. You agree that you are responsible for keeping and maintaining records of Posted Material.
    3. You retain the right to stop distributing the Posted Material through the Platform at any time; provided, however that any such election will not serve to withdraw the licenses granted to us and our end users under these Terms. In order to stop distributing the Posted Material through the Platform, you must utilize the removal functions provided within the Platform, in which case the Posted Material removal will be effective within a reasonable amount of time.
  8. PLATFORM CONTENT INTELLECTUAL PROPERTY
    1. (Our ownership) We retain ownership of all materials provided to you throughout the course of your Subscription (including text, graphics, logos, design, icons, images, sound and video recordings, pricing, downloads and platform) (Platform Content) and reserve all rights in any Intellectual Property Rights owned or licensed by us not expressly granted to you.
    2. (Licence to you) You are granted a personal, worldwide, royalty-free, non-assignable and non-exclusive licence to the Platform Content, for the Number of Solution Uses, and you may make a temporary electronic copy of all or part of any materials provided to you for the sole purpose of viewing them and using them for the purposes of the Platform. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Solutions in the manner permitted by these Terms. You must not otherwise reproduce, transmit, adapt, distribute, sell, modify or publish those materials or any Platform Content without prior written consent from us or as otherwise permitted by law.
  1. CONFIDENTIALITY AND PRIVACY
    1. Except as contemplated by these Terms, a party must not and must not permit any of its officers, employees, agents, contractors or related companies to use or to disclose to any person any Confidential Information disclosed to it by the other party without the disclosing party’s prior written consent. 
    2. You agree to our Privacy Policy, located on our Website, which is incorporated into these Terms by reference. Please read the Privacy Policy carefully as it governs our collection, use, and disclosure of personal information.
    3. Each party must promptly notify the other party if it learns of any potential, actual or suspected loss, misappropriation or unauthorised access to, or disclosure or use of Confidential Information or other compromise of the security, confidentiality, or integrity of Confidential Information (Security Breaches).
    4. The notifying party will investigate each potential, actual or suspected Security Breach and assist the other party in connection with any related investigation. 
  1. LIABILITY
    1. WARRANTIES AND LIMITATIONS
      1. (Warranties) We warrant that:
        1. the Solution (including the Platform, Video Storage Services and Advertising Services) will be provided and perform substantially in the manner as described to you in, and subject to, these Terms; and
        2. to our knowledge, the use of the Solution will not infringe the Intellectual Property Rights of any third party.
      2. (Errors) We will use our reasonable endeavours to correct any errors, bugs or defects in the Platform and Video Storage Services and which are notified to us by you unless the errors, bugs or defects:
        1. result from the interaction of the Platform and Video Storage Services with any other solution or any computer hardware, platform or services not approved in writing by us;
        2. result from any misuse of the Platform and Video Storage Services; or
        3. result from the use of the Platform and Video Storage Services by you other than in accordance with these Terms.
      3. (Service Limitations) The Solution is made available to you strictly on an ‘as is’ basis. Without limitation, you acknowledge and agree that we cannot guarantee that:
        1. the Solution will be free from errors or defects;
        2. the Solution will be accessible at all times;
        3. messages sent through the Solution will be delivered promptly, or delivered at all;
        4. information you receive or supply through the Solution will be secure or confidential; or
        5. any information provided through the Solution is accurate or true.
      4. (Risk) You expressly understand and agree that your use of the Solution is at your sole risk.
      5. (Exclusion) To the maximum extent permitted by applicable law:
        1. all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in these Terms are excluded. In particular, Vidstep and its licensors and resellers do not represent or warrant to you that:
          1. your use of the Solution will meet your requirements,
          2. your use of the Solution will be uninterrupted, timely, secure or free from error,
          3. any information obtained by you as a result of your use of the Solution will be accurate or reliable, and
          4. that defects in the operation or functionality of any software provided to you as part of the Solution will be corrected.
        2. Any material downloaded or otherwise obtained through the use of the Solution is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or other device or loss of data that results from the download of any such material.
        3. No advice or information, whether oral or written, obtained by you from Vidstep or through or from the Solution shall create any warranty not expressly stated in these Terms.
        4. Vidstep and its licensors and resellers further expressly disclaims all warranties and conditions of any kind, whether express or implied, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.
      6. (Consumer law) Nothing in these Terms is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, you may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services we provide.
    2. LIMITATION OF LIABILITY
      1. To the maximum extent permitted by law, our liability for all claims in aggregate (whether those claims be for breach of contract, negligence or otherwise, and whether those claims be only for economic loss, or for personal injury or other damage) arising under or in connection with these Terms, the Solution or a Subscription:
        1. is totally excluded, to the extent it concerns liability for indirect, special and consequential damages, and damages (whether direct or indirect) reflecting loss of revenue, loss of profits and loss of goodwill (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)); and
        2. is limited, insofar as concerns other liability, to the amount equal to the past six months of the Subscription Fees paid to us under these Terms as at the date the event giving rise to the relevant liability occurs (or, where there are multiple events, the date of the first such event).
      2. You expressly understand and agree that Vidstep shall not be liable to you for any loss or damage which may be incurred by you, including but not limited to loss or damage as a result of:
        1. any changes which Vidstep may make to the Solution, or for any permanent or temporary cessation in the provision of the Solution (or any features within the Solution);
        2. the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Solution;
        3. your failure to provide Vidstep with accurate account information;
        4. your failure to keep your password or account details secure and confidential;
    3. INDEMNITY

You indemnify Vidstep, its resellers, partners, officers, directors, agents, affiliates, and licensors from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise in connection with:

  1. any breach of these Terms by you, your Personnel or a User; 
  2. any act or omission of you, a User or your Personnel;
  3. any Posted Material you submit, share, upload, post or display on or to the Solution; 
  4. any use by Vidstep end users of your Posted Material; or
  5. any claim that your Posted Material violates any applicable law, including without limitation that it infringes the rights of a third party.
  1. UPGRADES, DOWNGRADES AND CANCELLATION OF YOUR SUBSCRIPTION
    1. UPGRADE AND DOWNGRADES
      1. You may notify us that you would like to upgrade or downgrade your Subscription Tier at any time. If you do, we will:
  1. take reasonable steps to promptly provide you with access to the new Subscription Tier; and
  2. upon providing such access, apply the new, relevant Subscription Fees, in the monthly billing cycle immediately following the month in which your access to the new Subscription Tier was provided, and you will be charged at the new Subscription Fee in that subsequent month (subject to clause 9.1(b)
  1. For the avoidance of doubt, if you choose to downgrade your Subscription, the new Subscription Fees will commence at the start of the next billing cycle, unless we notify you otherwise. 
  2. These Terms will be taken to be amended in accordance with any changes agreed in accordance with clause 9.1(a).
  3. If you choose to downgrade your Subscription, you acknowledge and agree that we are not liable for, and you release us for all claims arising in connection with, any loss of videos, content, features, or capacity, in relation to a downgrade in your Subscription. 
  4. CANCELLATIONS
    1. You may cancel your Subscription by notice to us. Your Subscription will end in the then current billing cycle, and you will be charged for that billing cycle.
    2. Your licence to the Solution under these Terms will last for the remainder of the then current billing cycle to ensure you have an opportunity to retrieve all data you may need from the Platform and Video Storage Services. Once the then current billing cycles ends, we will have no responsibility to store or otherwise retain any data, and you release us in respect of any loss or damage which may arise out of us not retaining any data beyond that point.
    3. Your access to the Solution will be revoked at the end of the relevant billing cycle in which you cancel your Subscription by notice to us.
  1. DISPUTES AND TERMINATION
    1. DISPUTE RESOLUTION
      1. A party claiming that a dispute has arisen under or in connection with this agreement (complainant) must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless the complainant has complied with the requirements of this clause.
      2. The complainant must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
      3. Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. 
      4. If the dispute is not resolved within a period of 14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may refer the matter to a mediator.
      5. If the parties cannot agree on a mediator within a further 14 days, the complainant will refer the matter to the President to the Law Society of Queensland to appoint a mediator. The time and place for mediation will be determined by the mediator. The parties must attend the mediation, in good faith, to seek to resolve the dispute through mediation or if directed by the mediator through any other alternative dispute resolution processes.
      6. Any attempts made by the parties to resolve a dispute in accordance with this clause shall be without prejudice to any other rights or entitlements of the parties under this Agreement, by law or in equity.
    2. TERMINATION BY US

We may terminate your Subscription immediately and without notice if you are in breach of any term of these Terms.

  1. NOTICES
    1. A notice or other communication to a party under this agreement must be:
      1. in writing and in English; and
      2. delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
    2. Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
      1. 24 hours after the email was sent; or
      2. when replied to by the other party,

whichever is earlier.

  1. FORCE MAJEURE
    1. We will not be liable for any delay or failure to perform its obligations under this agreement if such delay or failure arises out of a Force Majeure Event. 
    2. If a Force Majeure Event occurs, we must use reasonable endeavours to notify the Customer of:
      1. reasonable details of the Force Majeure Event; and
      2. so far as is known, the probable extent to which We will be unable to perform or be delayed in performing its obligations under this agreement.
    3. Subject to compliance with clause 12(b), our relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
    4. For the purposes of this agreement, a ‘Force Majeure Event’ means any:
      1. act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
      2. strikes or other industrial action outside of the control of us; or
      3. war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
      4. any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of us, to the extent it affects our ability to perform our obligations.
  2. GENERAL
    1. GOVERNING LAW AND JURISDICTION

This agreement is governed by the law applying in Queensland, Australia. Each party irrevocably submits to the exclusive jurisdiction of the courts of Queensland, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

  1. WAIVER

No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

  1. SEVERANCE

Any term of this agreement which is wholly or partially void or unenforceable is severed to the extent that it is void or unenforceable. The validity and enforceability of the remainder of this agreement is not limited or otherwise affected.

  1. JOINT AND SEVERAL LIABILITY

An obligation or a liability assumed by, or a right conferred on, two or more persons binds or benefits them jointly and severally.

  1. ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this agreement without the prior written consent of the other party.

  1. ENTIRE AGREEMENT

This agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this agreement.

  1. INTERPRETATION
    1. (singular and plural) words in the singular includes the plural (and vice versa);
    2. (gender) words indicating a gender includes the corresponding words of any other gender;
    3. (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;
    4. (person) a reference to “person” or “you” includes an individual, the estate of an individual, a corporation, an authority, an association, consortium or joint venture (whether incorporated or unincorporated), a partnership, a trust and any other entity;
    5. (party) a reference to a party includes that party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
    6. (this agreement) a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure is a reference to a party, clause, paragraph, schedule, exhibit, attachment or annexure to or of this agreement, and a reference to this agreement includes all schedules, exhibits, attachments and annexures to it;
    7. (document) a reference to a document (including this agreement) is to that document as varied, novated, ratified or replaced from time to time;
    8. (headings) headings and words in bold type are for convenience only and do not affect interpretation;
    9. (includes) the word “includes” and similar words in any form is not a word of limitation; and
    10. (adverse interpretation) no provision of this agreement will be interpreted adversely to a party because that party was responsible for the preparation of this agreement or that provision.

DEFINITIONS

TermDefinition
Confidential Informationmeans information of or provided by a party that is by its nature is confidential information, is designated by that party as confidential, or that the other party knows or ought to know is confidential, but does not include information, which is or becomes, without a breach of confidentiality, public knowledge.
Intellectual Property Rightsmeans any and all present and future intellectual and industrial property rights throughout the world, including copyright, trademarks, designs, patents or other proprietary rights, Confidential Information and the right to have information kept confidential, or any rights to registration of such rights whether created before or after the date of these Terms, whether registered or unregistered.
Number of Solution Users means the number of Users that you may make the Solution available to, in accordance with your Subscription.
Personnelmeans, in respect of a party, its officers, employees, contractors (including subcontractors) and agents.
Platformmeans the platform as described on our Website, and which is licenced to you in accordance with these Terms.
Platform Contentmeans all materials owned or licensed by us in connection with the Platform and any Intellectual Property Rights attaching to those materials.
Solutionincludes the Platform, Hosted Services, and Advertising Services (and any other services to be provided to you under these Terms).
Subscriptionhas meaning given in the first paragraph of these Terms, and includes the limitations set out in clause 1.1(b) and on the Website.
Subscription Feeshas the meaning set out in clause 2(a) of these Terms.
Subscription Periodmeans the period of your Subscription to the Solution.
Subscription Tierhas the meaning given in the first paragraph of these Terms.
Advertising Services has the meaning given in clause 1.4.
Usermeans end users of the Solution and any other third party granted access to the Platform by you.
Video Storage Serviceshas the meaning given in clause 1.3.
Websitemeans www.vidstep.io and any other site operated by us in connection with the Solution.