Terms of Use

The following Terms of Use (these “Terms” or this “Agreement”) form a binding agreement between you (“you,” “your,” or “Company”) and Vidloft, LLC, a Georgia limited liability company (“Vidloft,” “we,” “us,” or “our”), governing your access to and use of the Vidloft platform and all related services (collectively, the “Platform”).

By clicking “I Accept,” checking an acceptance box, executing an Order Form that references these Terms, or by accessing or using the Platform in any way, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated herein by reference. If you are accepting these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity, and all references to “you” and “Company” apply to that entity.

IF YOU DO NOT AGREE TO THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND THE ENTITY ON WHOSE BEHALF YOU ARE ACTING, DO NOT ACCEPT THESE TERMS AND DO NOT ACCESS OR USE THE PLATFORM.

1. MODIFICATIONS TO THESE TERMS

VidLoft retains the exclusive right, in its sole discretion, to make changes to this Agreement from time to time. Your continued access to and use of the Platform constitutes your agreement to be bound by, and your acceptance of, the terms of the Agreement posted at such time, with the effective date indicated at the beginning of this Agreement. You acknowledge and agree that you accept this Agreement (and any amendments thereto) each time you sign into your Account, access, or use the Platform. Therefore, VidLoft encourages you to review this Agreement regularly.

2. DEFINITIONS

The following capitalized terms have the meanings set forth below. Additional defined terms appear throughout these Terms.

• “Account” means your registered account on the Platform.
• “Additional Credits” means Credits purchased outside of your Subscription allotment, as described in Section 5.4.
• “Agreement” means these Terms together with all Order Forms and any exhibits or schedules incorporated herein.
• “Content” means all data, footage, audio, images, graphics, text, and other materials you upload to the Platform or provide to Vidloft in connection with a Project.
• “Credits” means the units of service currency used to submit Projects and request Deliverables, as described in Section 5.
• “Deliverable” means a single finished video produced by Vidloft from a Project, including any revised versions thereof.
• “Documentation” means user guides, help articles, and other instructional materials we make available for the Platform.
• “End User” means any individual authorized by you to access and use the Platform under your Account.
• “Fees” means all amounts payable by you under this Agreement, as specified in the applicable Order Form.
• “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, moral rights, and all other intellectual property or proprietary rights recognized under applicable law.
• “Order Form” means a written order document or online checkout record that specifies the commercial terms of your Subscription, including Credit allotment, pricing, and Subscription Term, and is incorporated into and governed by these Terms.
• “Platform” means Vidloft’s software platform, including the web application, APIs, and any related tools or services.
• “Production Kit” means the hardware equipment (if any) provided by Vidloft to you under your Subscription for use in capturing Content.
• “Project” means a single submission to Vidloft consisting of Content and a creative brief, from which one or more Deliverables will be produced.
• “Review Period” means the period during which you may review a Deliverable and submit Revision Requests, as described in Section 4.5.
• “Revision Request” means a request submitted through the Platform for changes to a Deliverable.
• “Source Content” means Vidloft’s proprietary motion graphics templates, licensed music and sound elements, transition assets, title sequences, and other production elements that Vidloft incorporates into Deliverables.
• “Subscription” means your paid access to the Platform and Services during the Subscription Term, as specified in the applicable Order Form.
• “Subscription Term” means the period during which your Subscription is active, as specified in the Order Form.
• “Turnaround Period” means the number of business days within which Vidloft targets delivery of a completed Deliverable after receiving a complete Project, as specified in the applicable Order Form.

3. PLATFORM ACCESS AND LICENSE

3.1 License Grant

Subject to your compliance with these Terms, including timely payment of all Fees, Vidloft grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform during the Subscription Term solely for your internal business purposes, through your authorized End Users.

3.2 End Users

You are responsible for ensuring that all End Users comply with these Terms. You are liable for all acts and omissions of your End Users as if they were your own. Each End User must maintain their own Account credentials and must accept Vidloft’s End User Terms of Use before accessing the Platform.

3.3 Account Security

You are responsible for maintaining the confidentiality of your Account credentials and for all activity that occurs under your Account. You agree to notify us immediately of any unauthorized access to or use of your Account.

3.4 Restrictions

You agree not to: (a) sublicense, resell, or transfer access to the Platform to any third party except as expressly permitted herein; (b) reverse engineer, decompile, or disassemble any part of the Platform; (c) use the Platform to develop a competing product or service; (d) remove or obscure any proprietary notices; (e) use the Platform in any manner that violates applicable law or these Terms.

3.5 Platform Data Storage

Your Subscription includes a designated amount of data storage for Content and Deliverables, as specified in the Order Form. If you reach your storage limit, you will not be able to upload additional Content or receive additional Deliverables until you free up storage. We may offer additional storage capacity for an additional fee as set forth in an Order Form.

3.6 Platform Maintenance

We may perform maintenance on the Platform from time to time. Where maintenance is reasonably expected to cause an outage of more than fifteen (15) consecutive minutes, we will endeavor to give you at least twenty-four (24) hours’ advance notice and to schedule maintenance during non-business hours. We reserve the right to update or modify the Platform at any time in our discretion.

4. VIDEO EDITING SERVICES

4.1 Projects and Deliverables

To request video editing services, you must submit a Project through the Platform. A Project consists of your Content and a completed creative brief. Each Project will result in one (1) Deliverable, unless you and Vidloft agree otherwise in writing. Vidloft will not accept Projects submitted outside of the Platform.

4.2 Credit Requirements

Each Project requires the redemption of Credits as follows:

Credits are redeemed at the time of Project submission. You must have sufficient Credits available in your Account to submit a Project.

4.3 Extended-Length Deliverables

For Deliverables anticipated to exceed five (5) minutes in length, you must request a credit quote from Vidloft before submitting the Project. Vidloft will provide a quote specifying the number of Credits required. You must accept the quote in writing before Vidloft will begin work. If you submit an extended-length Project without obtaining a prior quote, Vidloft may pause the Project and request that you obtain a quote before work proceeds.

4.4 Turnaround Period

Upon receiving a complete Project, Vidloft will use commercially reasonable efforts to deliver the completed Deliverable within the Turnaround Period specified in your Order Form. The Turnaround Period excludes weekends and U.S. federal holidays. The Turnaround Period is a target, not a guarantee, and does not constitute a service level agreement. If Content is missing, incomplete, or of insufficient quality to produce a Deliverable, we will notify you and pause the Turnaround Period until you provide the required Content or authorize us to proceed with what is available.

4.5 Review Period and Revision Requests

Upon delivery of a Deliverable, you will have ten (10) calendar days to review it (the “Review Period”) and either: (a) accept it; or (b) submit a Revision Request through the Platform. Each Project includes three (3) Revision Requests at no additional Credit cost. Additional Revision Requests beyond three (3) require redemption of Credits at the rate applicable to the original Deliverable length. If you do not accept or submit a Revision Request within the Review Period, the Deliverable will be deemed accepted. Post-acceptance Revision Requests require redemption of Credits.

4.6 Content Quality and Responsibility

You are solely responsible for the type, scope, and quality of Content you provide. The quality of each Deliverable is inherently limited by the quality of the Content submitted. We have no obligation to recreate, substantially alter, or manufacture Content that was not provided. IF YOU INSTRUCT VIDLOFT TO PROCEED WITH A PROJECT DESPITE OUR OBJECTIONS ABOUT THE QUALITY, COMPLETENESS, OR SUITABILITY OF THE CONTENT PROVIDED, VIDLOFT DISCLAIMS ALL RESPONSIBILITY FOR THE QUALITY OR COMPLETENESS OF THE RESULTING DELIVERABLE.

4.7 Creative Control

Vidloft retains final creative control over its editing and production process for the purpose of delivering a production-quality Deliverable. Content may be edited, trimmed, enhanced, or omitted as Vidloft determines in its reasonable professional judgment. This does not limit your right to submit Revision Requests as provided in Section 4.5.

4.8 Pause and Resume

You may pause your Subscription once per Subscription Term for a continuous period of up to three (3) months by providing written notice to Vidloft at least five (5) business days before the desired pause date. During a pause: (a) your access to the Platform continues; (b) no new Projects may be submitted; (c) monthly Fees are suspended; and (d) your Credits and Subscription Term are preserved. Upon resumption, the Subscription Term is extended by the duration of the pause.

5. CREDITS

5.1 Credit Pool

Credits are purchased as a pool allocated to your Account for the full Subscription Term, as specified in the Order Form. Credits are non-refundable. Credit allotments do not reset on a monthly or quarterly basis within a Term — the full Term allotment is available from the start.

5.2 Rollover

Unused Credits at the end of a Subscription Term automatically roll over into the next Term, subject to the following cap: your total Credit balance (rolled-over Credits plus new Term allotment) may not exceed two times (2×) your current tier’s per-Term Credit allotment. Credits in excess of this cap at the time of renewal will be forfeited.

5.3 Subscription Changes

(a) Upgrades. You may upgrade your Subscription tier at any time. Upon upgrade, your new tier’s Credit allotment will be added to your Account and the pricing in your Order Form will be updated accordingly. The Subscription Term does not reset upon upgrade.

(b) Downgrades. Subscription downgrades are not permitted during an active Subscription Term. Downgrades take effect at the start of the next Subscription Term. Upon downgrading: (i) your Credit balance will be reduced to a proportional amount calculated as: (rolled-over Credits × new tier allotment ÷ prior tier allotment), rounded down to the nearest whole Credit; and (ii) the new Subscription Term will begin on the downgrade effective date and run for the full Term length applicable to your new tier.

5.4 Additional Credits

Vidloft may make additional Credits available for purchase outside your Subscription allotment (“Additional Credits”), as described in the applicable Order Form or as offered on the Platform. Additional Credits are subject to the terms set forth at the time of purchase. Unused Additional Credits expire at the end of the Subscription Term in which they are purchased and do not roll over.

6. PRODUCTION KITS

6.1 Availability

If your Subscription includes Production Kits, Vidloft will provide the quantity specified in your Order Form for your use during the Subscription Term. Additional Production Kits may be available as an add-on for an additional fee, as set forth in an Order Form.

6.2 Use

Production Kits are provided solely for your use in capturing Content for use with the Platform. Production Kits must be used only within the United States unless Vidloft provides prior written consent. Production Kits may not be sold, transferred, lent, pledged, or encumbered.

6.3 Care and Responsibility

You agree to store and maintain Production Kits with commercially reasonable care. You are responsible for any loss, damage, or destruction of Production Kits beyond normal wear and tear, and will reimburse Vidloft for the reasonable cost of repair or replacement up to full retail value.

6.4 Ownership

All Production Kits remain the sole property of Vidloft at all times. Vidloft reserves the right to perfect its security interest in each Production Kit.

6.5 Return

You must return all Production Kits to Vidloft within fifteen (15) days of: (a) expiration or termination of your Subscription; or (b) any downgrade that reduces your Production Kit allotment. Failure to timely return Production Kits will result in a holdover rental fee of $400 per kit per month, in addition to any costs and expenses (including attorneys’ fees) Vidloft incurs in recovering the kits.

6.6 No Kit Warranty

ALL PRODUCTION KITS AND EQUIPMENT ARE PROVIDED ON AN “AS-IS” BASIS. VIDLOFT IS NOT THE MANUFACTURER OR DISTRIBUTOR OF THE EQUIPMENT AND EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO PRODUCTION KITS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7. PROFESSIONAL SERVICES

7.1 Onboarding Services

Vidloft may offer onboarding services, including Account setup and initial training, for an additional fee as set forth in an Order Form.

7.2 Training Services

Vidloft makes Documentation available to all subscribers at no additional cost. Additional live training services may be available for an additional fee as set forth in an Order Form.

7.3 Helpdesk Services

Unless otherwise specified in your Order Form, Vidloft provides helpdesk support via email, Monday through Friday, 9:00 AM–5:00 PM U.S. Eastern Time, excluding U.S. federal holidays.

8. FEES AND PAYMENT

8.1 Fees

All Fees are specified in your Order Form. You agree to pay all Fees for the full Subscription Term regardless of your actual usage of Credits or Services.

8.2 Payment Terms

Unless your Order Form specifies otherwise, all Fees are due within thirty (30) days of the invoice date. By providing a payment method, you authorize Vidloft to charge that method for all Fees on a recurring basis in accordance with your Order Form.

8.3 Non-Refundable

All Fees paid are final and non-refundable, including upon early termination or cancellation.

8.4 Acceleration

Upon termination of this Agreement for any reason other than Vidloft’s uncured material breach, all unpaid Fees for the remaining Subscription Term become immediately due and payable.

8.5 Late Payment

Overdue amounts bear interest at 1.5% per month or the maximum rate permitted by law, whichever is less. You will reimburse Vidloft for reasonable costs of collection, including attorneys’ fees, not to exceed 15% of the outstanding amount or the maximum amount permitted by law.

8.6 Suspension

Vidloft may suspend your access to the Platform upon written notice if Fees that are due and not reasonably in dispute remain unpaid for more than ten (10) days after the due date. Vidloft will restore access promptly upon receipt of all outstanding amounts.

8.7 Price Changes

Vidloft may adjust Fees upon at least thirty (30) days’ written notice. Fee changes take effect only at the start of your next Subscription Term renewal.

8.8 Taxes

You are responsible for all taxes, duties, and levies arising from your purchase, other than taxes on Vidloft’s net income.

9. SUBSCRIPTION TERM AND RENEWAL

9.1 Term

Your Subscription begins on the start date specified in your Order Form and continues for the Subscription Term specified therein.

9.2 Auto-Renewal

Unless otherwise specified in your Order Form, your Subscription will automatically renew for successive Terms of the same duration at the then-current pricing unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current Term.

9.3 Cancellation

To cancel auto-renewal, you must provide written notice to Vidloft at least thirty (30) days before the end of the current Subscription Term. Cancellation takes effect at the end of the then-current Term, and you remain responsible for all Fees for that Term.

10. INTELLECTUAL PROPERTY

10.1 Vidloft IP

Vidloft retains all Intellectual Property Rights in and to the Platform, Documentation, Source Content, Production Kits, Vidloft’s trademarks and branding, and all Feedback (as defined in Section 10.5). Nothing in these Terms transfers any Vidloft IP to you.

10.2 Your IP

You retain all Intellectual Property Rights in and to Content you upload to the Platform. You grant Vidloft a non-exclusive, royalty-free license to use your Content solely to perform the Services during the Subscription Term.

10.3 Deliverables

Upon your timely payment of all applicable Fees, Vidloft assigns to you all Intellectual Property Rights in each Deliverable, excluding any Source Content embedded therein. Vidloft retains all Intellectual Property Rights in the Source Content components, and grants you a perpetual, non-exclusive, royalty-free license to use Source Content solely as incorporated in your Deliverables.

10.4 Content Responsibility

You represent and warrant that you own or have all necessary rights, licenses, and permissions for all Content you submit to Vidloft, and that the Content does not infringe any third party’s rights. Vidloft is not responsible for any Content you upload or transmit through the Platform and reserves the right to reject or remove Content at its discretion.

10.5 Feedback

If you provide Vidloft with suggestions, ideas, or feedback about the Platform or Services (“Feedback”), you grant Vidloft an irrevocable, royalty-free, worldwide license to use and incorporate that Feedback into the Platform or Services without obligation to you.

11. MARKETING AND PUBLICITY

11.1 Reference Rights

You grant Vidloft the right to identify you as a customer and to use your name and logo in Vidloft’s customer lists, website, pitch materials, and investor presentations.

11.2 Marketing Use

Vidloft may use completed Deliverables (without identifying your confidential business information) in Vidloft’s marketing, portfolio, and promotional materials, including case studies and social media, subject to your right to request removal under Section 11.3.

11.3 Removal Right

You may request that Vidloft remove specific Deliverables from Vidloft’s marketing materials at any time by written notice. Vidloft will comply with any such request within a reasonable time and will not use those Deliverables for new marketing placements after receiving your request, though Vidloft is not required to recall materials already in distribution.

11.4 Press Release

Vidloft may issue a press release or public announcement regarding the commencement of your Subscription. Vidloft will provide you with a reasonable opportunity to review and comment on the announcement before publication.

12. ARTIFICIAL INTELLIGENCE AND TECHNOLOGY

12.1 Use of AI

Vidloft uses artificial intelligence tools and technologies in its production, editing, and platform operations. This may include AI-powered tools for motion graphics, audio processing, color correction, transcription, and workflow automation.

12.2 Sub-Processors

Vidloft uses third-party technology providers, including AI sub-processors, in delivering the Services. You may request a current list of AI sub-processors by contacting us at legal@vidloft.com. We will use commercially reasonable efforts to ensure that any AI sub-processor not on the disclosed list does not use your Content for the purpose of training AI models.

12.3 Sub-Processor Changes

Vidloft may add or change AI sub-processors from time to time. We will provide at least thirty (30) days’ advance notice of material changes to our AI sub-processor list.

12.4 Your Responsibility for AI-Generated Content

VIDLOFT DOES NOT INDEPENDENTLY VERIFY OR ASSUME RESPONSIBILITY FOR THE ACCURACY, ORIGINALITY, OR LEGAL COMPLIANCE OF ANY AI-GENERATED CONTENT, SCRIPTS, CREATIVE DIRECTION, OR OTHER MATERIALS YOU PROVIDE TO VIDLOFT AS PART OF A PROJECT. IF YOU DIRECT VIDLOFT TO INCORPORATE AI-GENERATED ELEMENTS INTO A DELIVERABLE, YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT SUCH ELEMENTS DO NOT INFRINGE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS, VIOLATE ANY APPLICABLE LAWS, OR CONSTITUTE DEFAMATORY, MISLEADING, OR UNLAWFUL CONTENT. VIDLOFT’S INCORPORATION OF AI-GENERATED CONTENT AT YOUR DIRECTION DOES NOT CONSTITUTE VIDLOFT’S ENDORSEMENT OR VERIFICATION OF THAT CONTENT.

13. SUBCONTRACTORS

Vidloft may engage subcontractors, including affiliated entities and independent contractors, to assist in delivering the Services. Vidloft remains responsible to you for Services delivered by its subcontractors to the same extent as if Vidloft performed those Services directly. Vidloft is not required to disclose the identity of specific subcontractors.

14. CONFIDENTIALITY

14.1 Obligations

Each party may disclose to the other certain non-public business, technical, or financial information in connection with the Services (“Confidential Information”). The receiving party agrees to: (a) hold Confidential Information in strict confidence using at least the same degree of care it uses for its own confidential information, but no less than reasonable care; (b) use Confidential Information solely to exercise its rights and fulfill its obligations under these Terms; and (c) not disclose Confidential Information to any third party without the disclosing party’s prior written consent, except to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as these Terms.

14.2 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known to the receiving party before disclosure; (c) is received from a third party without restriction; or (d) is required to be disclosed by law or court order, provided the receiving party gives the disclosing party prompt written notice and cooperates with any effort to obtain a protective order.

14.3 Duration

Confidentiality obligations apply during the Subscription Term and for three (3) years thereafter, except that obligations regarding trade secrets continue for so long as the information qualifies as a trade secret under applicable law.

15. DATA, PRIVACY, AND RETENTION

15.1 Privacy Policy

Our collection and use of personal data is governed by our Privacy Policy, available at vidloft.com/privacy, which is incorporated into these Terms by reference.

15.2 Your Data

You retain ownership of all Content and data you upload to the Platform. You grant Vidloft a limited right to process your data as necessary to provide the Services.

15.3 Post-Termination Access

Following expiration or termination of your Subscription, we will maintain your Account data and Deliverables for thirty (30) days, during which you may download your Content and Deliverables. After thirty (30) days, we may delete your Account data and Deliverables from the Platform. Vidloft is not responsible for any data loss resulting from your failure to download your Content within this window.

15.4 Retention Policy

Vidloft retains backup copies of Platform data for a limited period consistent with our internal data retention policies. Retention of backup data does not extend your right to access data after the thirty (30) day window described in Section 15.3.

16. REPRESENTATIONS AND WARRANTIES

16.1 Mutual

Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement constitutes a legal, valid, and binding obligation; and (c) its performance will not violate any applicable law or any agreement with a third party.

16.2 Your Additional Warranties

You represent and warrant that: (a) you own or have all rights necessary to submit your Content to Vidloft; (b) your Content does not infringe any third party’s Intellectual Property Rights, privacy rights, or other rights; (c) your use of the Platform will comply with all applicable laws; and (d) you have obtained all necessary consents from individuals appearing in your Content.

16.3 Vidloft’s Additional Warranties

Vidloft represents and warrants that: (a) it will perform the Services in a professional and workmanlike manner consistent with industry standards; and (b) the Platform, as delivered, will not intentionally incorporate malicious code.

17. INDEMNIFICATION

17.1 By You

You agree to defend, indemnify, and hold harmless Vidloft and its officers, directors, employees, and contractors from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising from or related to: (a) your Content or your use of the Platform; (b) your breach of these Terms; (c) your violation of any applicable law or third party right; (d) any AI-generated content, scripts, or direction you provide to Vidloft for incorporation into a Deliverable; or (e) any claim by your clients, customers, or end users related to Deliverables produced at your direction.

17.2 By Vidloft

Vidloft agrees to defend, indemnify, and hold harmless you and your officers, directors, and employees from and against any third-party claims alleging that the Platform (excluding your Content) directly infringes a third party’s Intellectual Property Rights, provided that you: (a) promptly notify Vidloft in writing of the claim; (b) grant Vidloft sole control of the defense; and (c) provide reasonable cooperation. This obligation does not apply if the alleged infringement arises from your Content, your modifications to the Platform, or your combination of the Platform with other materials.

18. DISCLAIMER OF WARRANTIES

THE PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, VIDLOFT EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VIDLOFT DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. VIDLOFT DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR SUITABILITY OF ANY CONTENT, DELIVERABLE, OR OUTPUT PRODUCED USING ARTIFICIAL INTELLIGENCE TOOLS.

19. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VIDLOFT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF VIDLOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VIDLOFT’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO VIDLOFT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

20. TERM AND TERMINATION

20.1 Term

These Terms remain in effect for so long as you have an active Subscription or use the Platform.

20.2 Termination for Cause

Either party may terminate this Agreement upon written notice if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after receiving written notice of the breach.

20.3 Termination for Convenience

Vidloft may terminate this Agreement for convenience upon sixty (60) days’ written notice, in which case Vidloft will provide a pro-rata refund of prepaid Fees for the remaining Subscription Term. You may not terminate for convenience during an active Subscription Term without forfeiting all prepaid Fees.

20.4 Effect of Termination

Upon termination or expiration: (a) all licenses granted to you immediately terminate; (b) you must cease all use of the Platform; (c) Section 15.3 governs your post-termination access to your data; (d) all accrued payment obligations survive; and (e) Sections that by their nature should survive will survive, including Sections 10, 14, 15, 17, 18, 19, and 21.

21. GENERAL PROVISIONS

21.1 Governing Law

These Terms are governed by the laws of the State of Georgia, without regard to conflict of law principles. Any legal action arising out of or related to these Terms must be brought exclusively in the state or federal courts located in Fulton County, Georgia. You waive any objection to venue in such courts.

21.2 Dispute Resolution

Before initiating any litigation (other than seeking emergency injunctive relief), the parties agree to attempt in good faith to resolve any dispute through good-faith negotiation escalated to senior representatives of each party for a period of thirty (30) days after one party provides written notice identifying the dispute. If the dispute is not resolved within that period, either party may pursue its legal remedies. Nothing in this Section limits either party’s right to seek emergency injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm.

21.3 Assignment

You may not assign this Agreement or any Order Form, in whole or in part, without Vidloft’s prior written consent. Vidloft may assign this Agreement without your consent in connection with a merger, acquisition, or sale of all or substantially all of Vidloft’s assets, provided the assignee assumes Vidloft’s obligations hereunder. Any purported assignment in violation of this Section is void.

21.4 Non-Solicitation

During your Subscription Term and for one (1) year thereafter, you agree not to directly solicit for employment or independent engagement any Vidloft employee or contractor who was involved in delivering Services to you. General public job postings not specifically targeted at Vidloft personnel are not a violation of this Section.

21.5 Non-Disparagement

Each party agrees not to make, publish, or communicate to any third party any false, misleading, or materially disparaging statements about the other party, its products, services, employees, or business operations. This obligation survives termination for two (2) years.

21.6 Anti-Corruption

Each party represents and warrants that it will comply with all applicable anti-bribery and anti-corruption laws in connection with this Agreement, including the U.S. Foreign Corrupt Practices Act. Neither party will make, offer, or accept any improper payment or benefit in connection with this Agreement.

21.7 Force Majeure

Neither party will be liable for any delay or failure in performance to the extent caused by circumstances beyond its reasonable control, including natural disasters, pandemics, governmental actions, or failures of third-party infrastructure. The affected party must provide prompt notice and use commercially reasonable efforts to resume performance.

21.8 Insurance

Vidloft maintains commercially reasonable insurance coverage appropriate to its business, including at minimum commercial general liability insurance. Vidloft will provide evidence of coverage upon reasonable written request.

21.9 Order of Precedence

In the event of a conflict between these Terms and an Order Form, the Order Form controls with respect to the subject matter of that Order Form, unless the Order Form expressly states otherwise.

21.10 Independent Contractors

The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, employment, or franchise relationship.

21.11 Waiver

No failure to exercise, and no delay in exercising, any right under these Terms will operate as a waiver. Waivers must be in writing to be effective.

21.12 Severability

If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

21.13 Entire Agreement

These Terms, together with all Order Forms and our Privacy Policy, constitute the entire agreement between you and Vidloft regarding the Platform and Services, and supersede all prior agreements and understandings on the same subject matter.

21.14 Notices

Formal notices must be in writing and are effective upon: (a) confirmed email to the address on file; (b) one (1) business day after deposit with a nationally recognized overnight courier; or (c) three (3) business days after certified mail delivery. Notices to Vidloft must be sent to: Vidloft, LLC, 746 Willoughby Way NE, Suite 200, Atlanta, GA 30312, Attention: Legal, legal@vidloft.com.

Vidloft, LLC — 746 Willoughby Way NE, Suite 200, Atlanta, GA 30312