Terms of Service

These Terms of Service ("Terms") are a binding agreement between you and Vidiyo, Inc. ("Vidiyo", "we", "us") governing your use of the Vidiyo websites, apps (including our web, iOS, Android, Roku, Fire TV, and Apple TV apps), APIs, and streaming services (collectively, the "Service").

These Terms contain an arbitration agreement and class action waiver (Section 17). They affect how disputes between you and Vidiyo are resolved. Please read them.

1. Acceptance

By creating an account or using the Service you agree to these Terms and to our Privacy Policy. If you operate a channel, the Creator Agreement also applies. If you do not agree, do not use the Service. If you use the Service on behalf of a company, you represent that you have authority to bind that company, and "you" includes it.

2. Eligibility

You must be at least 13 years old (or the minimum age of digital consent in your jurisdiction, if higher) to use the Service. If you are under 18, a parent or legal guardian must review and accept these Terms on your behalf, and you may use monetisation features only through an account controlled by that parent or guardian. You may not use the Service if you are barred from doing so under applicable law, or if we previously terminated your account for cause.

3. Your account

You are responsible for all activity under your account and for keeping your credentials secure. Notify us immediately at security@vidiyo.com of any unauthorised use. We may reclaim usernames and channel names that are inactive, misleading, or infringe someone else's rights. Accounts are personal to you and may not be sold, transferred, or shared without our written consent.

4. Your content and licence to Vidiyo

You retain all ownership rights in the content you upload ("Your Content"). So we can operate the Service, you grant Vidiyo a worldwide, non-exclusive, royalty-free, sublicensable (to our infrastructure and distribution providers) licence to host, store, cache, encode, transcode, adapt, create clips, thumbnails, and previews of, distribute, publicly perform, publicly display, and advertise against Your Content, in any media format and through any channel that is part of, or promotes, the Service. This licence lasts as long as Your Content is on the Service, plus a commercially reasonable period for backup rotation, caching, and legal compliance. It does not grant us the right to sell Your Content to third parties as standalone works.

You represent and warrant that:

• you own Your Content or have all rights, licences, consents, and permissions needed to upload it and grant this licence, including music, synchronisation, performance, and publicity rights;
• Your Content, and our use of it as permitted here, does not infringe or misappropriate any third-party right or violate any law; and
• you have obtained consent from every identifiable person appearing in Your Content.

5. Acceptable use

You may not upload content or engage in conduct that:

• is illegal, or promotes or facilitates illegal activity;
• contains child sexual abuse material, which we report to NCMEC and law enforcement;
• infringes any copyright, trademark, or other proprietary right (see our DMCA policy);
• harasses, threatens, defames, or incites violence or hatred against any person or group;
• is sexually explicit, exploits minors, or depicts non-consensual acts;
• is deceptive, including impersonation, undisclosed synthetic media presented as real events, spam, or scams;
• contains malware or attempts to phish or defraud viewers or advertisers.

You also may not:

• generate artificial views, ad impressions, clicks, or engagement, whether by bots, scripts, paid view farms, or any other means;
• block, mute, strip, skip, or otherwise circumvent advertising delivered by the Service;
• scrape, crawl, or bulk-download the Service or its content except through our documented APIs and within their rate limits;
• probe, scan, or test the vulnerability of the Service, or breach any security or authentication measure, except under a coordinated disclosure we have authorised in writing (security@vidiyo.com);
• reverse engineer, decompile, or disassemble any part of the Service except to the extent a law prohibits that restriction;
• resell, rent, or redistribute the Service or streams without a written agreement with us; or
• use another user's credentials, or circumvent an account suspension or termination.

We may investigate violations, remove or demonetise content, restrict features, suspend or terminate accounts, withhold associated earnings derived from violating activity, and report conduct to law enforcement. We may, but are not obligated to, pre-screen or monitor content.

6. AI features and synthetic media

The Service includes AI-assisted creation tools (for example script, image, and video generation and enhancement). For content you create with these tools: (a) you are responsible for it as Your Content, including its accuracy and legality; (b) you may not use it to depict a real person in a false or misleading way without that person's consent; (c) you must comply with any disclosure obligations that apply to synthetic media in your jurisdiction; and (d) output may be similar to output generated for other users, and we do not guarantee it is protectable by copyright. We may attach provenance metadata (such as content credentials) to AI-generated media and you may not remove it. We use automated systems, including AI, to help moderate content; human review is available through the appeal channel in Section 9.

7. Credits, tips, and paid content

The Service offers Credits, a virtual unit used for paid AI creation, tips and gifts to creators, and paid episode unlocks. Credits are a limited, revocable, non-transferable licence, not money or property. They have no cash value, cannot be exchanged for cash except where required by law, and may not be sold or transferred outside the Service. Purchases of Credits, tips, gifts, and content unlocks are final and non-refundable except where required by law or expressly stated otherwise. Prices, exchange rates, and the features Credits can be spent on may change prospectively. If we terminate your account for a violation of these Terms, you forfeit unused Credits. Payment processing is handled by Stripe, and your payment method is subject to Stripe's terms.

8. Developer APIs

Access to our APIs, API keys, and MCP tools is provided under these Terms and the documentation at vidiyo.com/developers. API access is rate-limited; keys are personal to your account and must be kept secret. We may throttle, suspend, or revoke API access that degrades the Service, violates these Terms, or is used to build a substitute for the Service.

9. Moderation, enforcement, and appeals

We may remove or restrict content and accounts that violate these Terms or expose Vidiyo, users, or advertisers to legal or reputational risk. Where practicable we will tell you which content was actioned and why. You can appeal a moderation or enforcement decision by replying to the notification or emailing appeals@vidiyo.com within 30 days. Repeat copyright infringers are terminated under the policy described in our DMCA page.

10. Vidiyo's intellectual property

The Service, including its software, design, players, apps, and the Vidiyo name and logos, is owned by Vidiyo or its licensors and protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service as provided. No other rights are granted. If you send us feedback or suggestions, we may use them without restriction or compensation.

11. Third-party services and app stores

The Service interoperates with third-party services (for example Stripe for payments and the platform stores that distribute our TV and mobile apps). Their terms govern your use of their services, and we are not responsible for them. If you use our apps on Roku, Fire TV, Apple TV, iOS, or Android, the store provider is a third-party beneficiary of these Terms with respect to your use of that app, and is not responsible for maintenance, support, warranty, or claims relating to it.

12. Beta features

We may offer alpha, beta, preview, or invite-only features. They are provided "as is", may change or be withdrawn at any time, may be subject to additional terms, and are excluded from any commitments we make about the Service elsewhere.

13. Termination

You may stop using the Service and delete your account at any time from account settings or by contacting us. We may suspend or terminate your access at any time for violation of these Terms, fraud, invalid traffic, legal or regulatory reasons, extended inactivity, or risk to the Service or its users; where reasonable, we will give notice and an opportunity to export Your Content. Sections that by their nature should survive termination (including Sections 4 licence tail, 10, and 14 through 19) survive.

14. Disclaimer of warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE, THAT CONTENT WILL REMAIN AVAILABLE, OR THAT YOU WILL EARN ANY PARTICULAR AMOUNT OF REVENUE. Some jurisdictions do not allow certain warranty disclaimers, so parts of this section may not apply to you.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) VIDIYO WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) VIDIYO'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS IS LIMITED TO THE GREATER OF (i) AMOUNTS YOU PAID US IN THE 12 MONTHS BEFORE THE CLAIM AND (ii) US$100. These limits do not apply to liability that cannot be limited by law, to our obligation to pay properly earned creator revenue, or to either party's liability for wilful misconduct.

16. Indemnification

You will defend, indemnify, and hold harmless Vidiyo and its officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Your Content, including any claim that it infringes or misappropriates a third-party right; (b) your use of the Service in violation of these Terms or applicable law; or (c) your breach of any representation or warranty in these Terms. We may assume the exclusive defence of any matter subject to indemnification, in which case you will cooperate with us.

17. Dispute resolution, arbitration, and class action waiver

Informal resolution first. Before filing a claim, you and Vidiyo agree to try to resolve the dispute informally: send a written notice describing the dispute to legal@vidiyo.com, and we will do the same to your account email. If the dispute is not resolved within 60 days, either party may proceed as set out below.

Arbitration. Any dispute arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules, rather than in court, except that either party may (a) bring an individual claim in small-claims court, or (b) seek injunctive relief in court for infringement or misuse of intellectual property or for unauthorised access to the Service. The Federal Arbitration Act governs this section. Arbitration will be conducted in English, by videoconference or, if an in-person hearing is required, in the county where you live or another mutually agreed location. Each party bears its own fees except as the AAA rules or applicable law provide otherwise.

Class action waiver. You and Vidiyo each waive the right to a jury trial and the right to participate in a class, collective, consolidated, or representative action. If a court finds this waiver unenforceable for a particular claim, that claim (and only that claim) must proceed in court.

Opt-out. You may opt out of this arbitration agreement by emailing legal@vidiyo.com within 30 days of first accepting these Terms, stating your account email and that you opt out of arbitration. Opting out does not affect any other part of these Terms.

18. Governing law

These Terms are governed by the laws of the State of Delaware and applicable US federal law, without regard to conflict-of-laws rules. For disputes not subject to arbitration, you and Vidiyo consent to the exclusive jurisdiction of the state and federal courts located in Delaware. If you reside in a jurisdiction whose consumer protection law grants you non-waivable rights or a local forum, nothing here limits those rights.

19. General terms

• Changes to the Terms. We may update these Terms. For material changes we will give at least 30 days' notice by email or in-product notice before they take effect. Continued use after the effective date is acceptance; if you do not agree, stop using the Service before that date.
• Changes to the Service. We may modify, add, or discontinue features. If we discontinue the Service entirely, we will give reasonable notice and a way to export Your Content.
• Electronic communications. You consent to receive notices and legal communications electronically at your account email or in the product.
• Export and sanctions. You may not use the Service in violation of US export controls or sanctions, and you represent that you are not on any US government restricted-party list.
• Assignment. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, or sale of assets.
• Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.
• Severability and waiver. If a provision is unenforceable, the rest remains in effect. A failure to enforce a provision is not a waiver.
• Entire agreement. These Terms, the Privacy Policy, and (if applicable) the Creator Agreement are the entire agreement between you and Vidiyo about the Service.

20. Contact

Vidiyo, Inc. · legal@vidiyo.com