End User Terms of Use Agreement

Last Updated: June 2020

ViewersLogic Ltd. (“VL”) develops and offers a platform that collects real time data on users’ entertainment-related activities, preferences, behavior, communications, and interactions. The services offered by VL include the provisioning of our software application (as well as any updates, new versions or new releases thereof) (the “Application” or “App”) and other associated features, products and services, as now offered and/or may be offered in the future (collectively, the “Services”). This binding Terms of Use Agreement (the “Terms”) sets forth the terms governing any end user’s (“You”) usage of our Services.

1. General

1.1. Acceptance of These Terms

By using the App and accessing the Services, you hereby agree to be bound by these Terms. If you do not agree to any of the provisions as set hereunder in these Terms, you should not use the Services.

If you intend to use any of the Services, these Terms should be read together with VL's Privacy Policy (“Privacy Policy”) and Cookie Policy (“Cookie Policy”), and together they constitute the entire agreement between VL and you.

1.2 Eligibility to Use the Services

A.  By using the Services, you represent that:  (a) you own the Device on which the App is operational; and (b) You are at least eighteen (18) years of age; and (c) your use of the Services does not violate any applicable laws or regulations; and (d) You are using the Services in good faith and for personal, non-commercial use; and (e) your use of the Services reflects you own mobile/entertainment preferences, and you are not sponsored by any third party which affects your preferences. If VL is informed or has reason to believe that you are not eligible to use the Services or that you have become ineligible, your use may be terminated without notice and your account may be deleted.

B. Without derogating from the above, so long as You comply with these Terms, you have the right to download and install a copy of the Application to your Device, and to access and use the Services for your own personal use.  Notwithstanding the foregoing, you may not: (i) copy, modify or distribute the Application for any purpose; (ii) transfer, sublicense, lease, lend, rent or otherwise distribute the Application or the Services to any third party; (iii) decompile, reverse-engineer, disassemble, or create derivative works of the Application or the Services; (iv) make the functionality of the Application or the Services available to multiple users through any means; or (v) use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms.

1.3. Modifications to Terms

We reserve the right, at our discretion, to change, modify, add or remove portions of the Terms and Privacy Policy at any time by posting the amended Terms or Privacy Policy on our sites or within the Service (such as through in-app notices). We may provide additional notices, such as an e-mail message or messaging within the Services, of any material changes. Unless we state otherwise, changes are effective when posted. If you continue to use the Services after the changes are posted you agree to the changes. If You do not agree to the revised terms, please refrain from using the Services and/or delete the Application. New versions of the Terms, the Privacy Policy, Cookie Policy and any other policies, codes or rules will be accessible at www.viewerslogic.com. VL reserves the right to suspend, discontinue, delete, modify, or remove the Services at any time, without prior notification.

2. Your Account

2.1. Registered Users

The Services require registration via the Application.

2.2. Registration

To use the Services, you will be required to register and establish an account through the means directed by VL (“VL Account”). Don’t share your VL Account details with others or allow others to access or use your VL Account. You are fully responsible for all activities that occur through the use of your credentials. You agree to notify VL immediately of any unauthorized use of your VL Account credentials or any other breach of security with respect to your VL Account.  Following you registration to the Services you will have to connect your TV to the Application. If you encounter any problem, please e-mail us at: support@viewerslogic.com.  If You provide information that is untrue, inaccurate, not current or incomplete, or we have plausible suspicions that such information is inaccurate, incomplete or untrue, we reserve the right to suspend or terminate your VL Account and refuse your use of the App/Services as well as the Consideration provided below.

2.3 Use of the Services

You herby grant VL permission to monitor certain of your preferences, behavior, interactions and communications, both offline and online including but not limited to: (a) which channels are viewed on your TV; (b) info on whether your TV is on or off; (c) list of the apps used on your device, including name and time of use; (d) the list of Google searches carried out via your Device; and (e) the list of the web pages visited through your Device (collectively, the “Collected Content”). VL may collect, process, analyze, run algorithms against, combine and store Collected Content.

2.4 Collected Content

You agree that any of your Collected Content, whether in whole or in part, is the sole property of VL and may be distributed, publicly displayed, reproduced, posted, published, transferred to third parties, or sold by VL, all in accordance with and subject to our Privacy Policy.  Without limiting the generality of the forgoing, the Collected Content may be collected, stored, processed, used, and transferred by VL to affiliated companies or non-affiliated service providers in one or more countries outside your originating country, all subject to the terms of our Privacy Policy. Our service providers are contractually bound to respect the confidentiality of your personally identifiable information.

In addition to all other restrictions set forth in these Terms, you agree that you will not, under any circumstances:

A.    Use or design cheats, exploits, automation software, bots, hacks, mods or any unauthorized third party or other software designed to modify or interfere with the Application and/or Services;

 

B.    Institute (execute), assist, encourage, or become involved in any type of attack, including without limitation distribution of a virus, denial of service attacks upon the service, or other attempts to disrupt the Application, the Services or any other person’s use or enjoyment of the Application / Services;

 

C.   Try to gain unauthorized access to the Application and/or the Services by any means other than the user interface provided by VL, including but not limited to, by circumventing or modifying or causing to be modified, attempting to circumvent or modify, or encouraging or assisting any other person to circumvent or modify, any security, technology, device, files, or software that is part of the service;

 

D.    Use, facilitate, create, or maintain any unauthorized connection to the Services, including without limitation (1) any connection to any unauthorized server that emulates, or attempts to emulate any part of the Services; or (2) any connection using programs, tools, or software not expressly approved by VL;

 

E.     Use any unauthorized third party or other software that accesses, intercepts, "mines", or otherwise collects information from or through the Application / Services;

 

F.     Make any automated use of the Services, or take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;

 

G.   Bypass any robot exclusion headers or other measures we employ to restrict access to the Service or use any software, technology, or device to send content or messages, scrape, spider, or crawl the Service, or harvest or manipulate data;

 

H.   Except where permitted by law or relevant open source licenses, modify, reverse engineer, decompile, disassemble, decipher or otherwise try to derive the source code from us, or to obtain any information from the Services using any method not expressly permitted by VL; and/or

 

I.     Copy, modify or distribute content from the Application and/or the Services, or use any method to copy or distribute the content of the Application / Services except as specifically authorized by VL.

 

2.4 Consideration

Subject to a user’s full compliance with these Terms, each User shall be entitled to remuneration equal to £5 as consideration for his/her continued use of the Services (including without limitation, the allowance of VL to access and use your Collected Content).  This payment will be made in the form of an Amazon gift card, and will be supplied to each user within 15 days of the end of each calendar month (“Consideration”). VL reserves the right to change or modify the Consideration at any time in VL’s sole discretion, including without limitation, stopping the payment thereof in its entirety.  All changes shall be implemented within 10 days of VL’s notice to its users.  The Consideration set forth in these Terms is the sole remittance of any kind to which You are entitled from your use of the App/Services.

3. Proprietary Rights

VL owns the intellectual property related and associated with the Application and the Services such as copyrighted material, patented technology, trademarks, and other proprietary information of VL and its licensors. You are granted no rights in the intellectual property associated or related to the Application or the Services and nothing should be inferred as granting such rights to you.

4. Right of Use & Unauthorized Uses

4.1. Limited License, Permitted Uses

You are granted a limited, non-exclusive, non-sublicensable, non-transferable, revocable license to: (i) access and use the Application or the Services strictly in accordance with these Terms, the Privacy Policy and Cookie Policy incorporated in the Application, and (ii) solely for internal, personal, non-commercial purposes.  This license does not include any collection, aggregation, copying, duplication, display or derivative use of the Services nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose, unless expressly permitted by VL. You are not allowed to use software, scripts or automated agents and Bots in a manner intended to mine data from the Services, generate multiple accounts or automatically post multiple messages.

4.2 Restrictions on Offensive or Illegal Use and Commercial Use

VL strictly prohibits the use of the Services or any of its functionalities for offensive, illegal or harming purposes. In any event of breach of these Terms, VL reserves the right to take action against you, including, but not limited to, suspending any or all use of the Services, in any way or manner, or terminating your account.

5. Source and Accuracy of Content

All content included on the Services, either in the form of a text, image, video, link or otherwise, that is uploaded to the Application, and content that is linked from the Services, including content available as publications, advertising or in any other manner (collectively referred as “Content”) are at the sole responsibility of party who originated such Content. You agree and acknowledge that VL does not control, and is not responsible for the Content made available through the Services. VL makes no representation or warranty as to the accuracy, completeness or authenticity of the Content. You acknowledge that VL does not pre-screen, monitor, endorse or approve the Content. You must evaluate and bear all risks associated with the use of any Content.

6. Promotions and Offers

From time to time, we may offer limited time promotions (“Offers”) via our Services.  Please review the official rules (if any) associated with the Offers, as they will apply in addition to these Terms. Offers are not transferable, redeemable or exchangeable for other things of value, except at our sole discretion.  If you accept any Offer, you may have to sign a declaration of eligibility and liability release, or sign other paperwork in order to get the Offer.  Some Offers will be subject to taxes and other charges, travel, or activities outside of the virtual world, all of which will be disclosed before you accept the offer.  If you accept an Offer you also assume all liability associated with the Offer.

7. Nature of Relationship

No agency, partnership, joint venture, employee-employer, or franchisor-franchisee relationship is intended or created by these Terms. VL and you are independent contractors. You are not entitled to or eligible for any benefits of any kind except the remuneration set forth above.

8. Disclaimer of Warranties; Limitation of Liability

8.1. General Disclaimer

YOU EXPRESSLY AGREE THAT USE OF THE APPLICATION AND THE SERVICES IS ENTIRELY AT YOUR OWN RISK. THE APPLICATION AND THE SERVICES ARE PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR OTHERWISE, AS WELL AS ANY WARRANTIES REGARDING SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE APPLICATION AND THE SERVICES, ARE ALL EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. VL ALSO DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE APPLICATION OR THE SERVICES, OR ACCESSED THROUGH ANY LINKS ON THE APPLICATION OR THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, VL DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE APPLICATION OR THE SERVICES.  If your state or country does not allow the foregoing disclaimers, they do not / will not apply to you. If your state or country requires a certain period for which a warranty applies, it will be either the shorter of 30 days from your first use of the Services or the shortest period required by law.

8.2 Limitation of Liability

VL WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND INCLUDING BUT NOT LIMITED TO INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, ARISING FROM ANY ASPECT OF YOUR USE OF THE APPLICATION AND/OR THE SERVICES AND/OR FROM ANY USE BY VL AND/OR ANY OTHER THIRD PARTY OF THE COLLECTED INFORMATION AND/OR  FROM ANY CONTENT, INFORMATION AND MATERIALS INCLUDED ON THE APPLICATION OR OTHERWISE AVAILABLE THROUGH THE APPLICATION  AND/OR FROM SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED IN CONNECTION WITH THE APPLICATION OR OTHERWISE RELATED TO THE APPLICATION AND/OR THE SERVICES. THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.  IN ADDITION TO THE FOREGOING, TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAWS, THE TOTAL LIABILITY OF VL AND/OR ANY VL AFFILIATE IS LIMITED TO THE TOTAL AMOUNT OF REMUNERATION YOU’VE RECEIVED FROM VL IN THE 12 MONTHS PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.

8.3. Third Party Apps and Services

Our Services may feature apps or services of other companies. Any charges or obligations you take on in dealing with these other apps/services are your responsibility. We make no representation or promises about any content, goods or services these other companies provide, even if linked to or from our Services. Also, just because we allow a link to be included within our Services does not mean we endorse that linked site. We are not liable for any claim relating to any content, goods and/or services of third parties.  Please also note that the linked sites are not under our control and may collect data or ask you to provide them with your personal or other information, or they may automatically collect information from you. When you use other companies’ services like these, the other company’s service may (or may not) ask you for permission to access your information and content. We are not responsible for these other companies’ content, business practices or privacy policies, or for how they collect, use or share the information they get from you. Your relationship with that other company will control how it can use, store, and share your information.

8.4. Indemnification

You agree to indemnify and hold harmless VL and its subsidiaries, its affiliates, officers, directors and employees, from and against any and all liability, losses, claims, damages and expenses, including but not limited to reasonable attorney's fees and costs of litigation, related to your breach of these Terms and/or to your use of the Services, or to your violation of any rights of a third party.

9. Privacy

The terms of our Privacy Policy are incorporated into, and considered a part of these Terms. You understand that through your use of our Services, you acknowledge the collection, use and sharing of this information as described in our Privacy Policy and Cookie Policy. If you don’t agree with the Privacy Policy and/or the Cookie Policy, then you must stop using our Services.  We encourage you to read our Privacy Policy and Cookie Policy carefully and use it to make informed decisions.

10. Termination

10.1 User Termination

These Terms shall be in force while you use the Services. You may stop using the Services at any time and in your sole discretion, with no need for justification and with no charge.  If you wish to cease using the Services and terminate your account, please contact VL and request the deletion of your account and/or the disabling your profile. Simply delete the App from your Device to terminate the Services.

10.2 VL Termination        

VL reserves the right to terminate, without prior notice, any user account or to suspend any or all of the Services, with or without the user's consent, for violating these Terms and/or for not providing VL sufficient Collected Information, subject to the payment of the prior month Monthly Reward. If your account is terminated, your rights to use the Services will cease immediately. Termination is without prejudice to all other remedies available to VL by law or under these Terms.

10.3 Deletion of Data

If you request deletion of the data we’ve collected about you as a result of your use of the Services we will take reasonable steps to remove such data from active use, which may include suppression of your data in our systems. However, your data may persist in our systems, including back-up copies. We may also retain copies of User Content if we are legally required to do so.  Finally, any data that we’ve collected from you which has since been anonymized and aggregated by us may continue to be used by us even after we’ve terminated your account.  We shall not be required to pay you anything for our use of such anonymized and aggregated data.

11. Miscellaneous

11.1            AGREEMENT TO ARBITRATE AND CLASS ACTION WAIVER

(a)  Before initiating a formal legal case, please first try contacting our Customer Support team at https://pix.vlogic.tv/register?action=do_not_track. Most disputes can be resolved that way.

(b)  If we can’t resolve our dispute through our customer service, you and VL agree to resolve any claims relating to the Terms, the Privacy Policy and all other policies contained/referenced herein through final and binding arbitration. This applies to all kinds of claims under any legal theory. It also applies even after you stopped using your VL account or deleted it.

(c)  An arbitration proceeding shall be brought before a neutral arbitrator instead of a judge and jury, so we are all giving up our right to a trial before a judge and jury.  If we have a dispute about whether this agreement to arbitrate can be enforced or apply to our dispute, we all agree that the arbitrator will decide that, too.

(d)  The provisions of this Section 11.1 notwithstanding, we all agree to submit to a court that has jurisdiction on any and all matters relating to VL’s intellectual property rights

(e)  We all agree that each of us can only bring a claim against the other on an individual basis.  Accordingly, neither you nor VL can bring a claim as a plaintiff or class member in a class action, consolidated action or representative action.

(f)  The London Court of Arbitration (“LCIA”) will run the arbitration between you and VL, and LCIA’s rules and procedures (including their Supplementary Procedures for Consumer-Related Disputes, if applicable) will be used. If something in these Terms is different than LCIA’s rules and procedures, then we will follow these Terms instead.  Unless both of us shall agree otherwise in writing, all arbitrations arising under this agreement shall exclusively take place in the London, England.

(g)  You agree that given the unique and irreplaceable nature of the rights granted and obligations made under these Terms, if you breach these Terms or any other policies referenced hereunder, money damages alone will not be enough to repair the harm to VL. Therefore, for disputes that are not required to be resolved through arbitration as described above, VL may seek injunctive or other equitable relief (e.g., get a court order to make you stop doing whatever you’re doing that is causing harm) if you breach or intend to breach these Terms or our Privacy Policy and VL does not have to post any bond or surety or submit proof of damages.  You, however, agree to limit your claims to claims for money damages, as limited by Section 8 (Limitations; Waivers of Liability). And, you agree not to seek injunctive or equitable relief or otherwise seek to stop us from operating any aspect of the Services.

11.2            SEVERABILITY

If any part of these Terms or the Privacy Policy is not enforceable, the rest of these Terms and the Privacy Policy still applies and is binding and any unenforceable term will be substituted reflecting our intent as closely as possible.

11.3            ASSIGNMENT

We may assign our rights and obligations hereunder and in our Privacy Policy to any person or entity at any time with or without your consent. You, however, may not assign your rights or obligations hereunder without first receiving VL’s written consent, and any attempt to do so without our consent is void.

11.4            ENTIRE AGREEMENT

These Terms, and any other policies or rules we reference in these Terms, make up the entire agreement between you and VL relating to the subject matter of these Terms, and (except in the case of fraud or made a fraudulent misstatement) supersede all prior understandings of the parties relating to the subject matter of these Terms, whether those prior understandings were electronic, oral or written, or whether established by custom, practice, policy or precedent, between you and Us.

11.5            NO WAIVER

If we do not enforce a provision of these Terms or any others referenced hereunder, that does not waive our right to do so later. And, if we do expressly waive a provision of any of the foregoing, that does not mean it is waived for all time in the future. Any waiver must be in writing and signed by both you and us to be legally binding.

11.5            NOTICES

We may notify you by posting something on www.viewerslogic.com, and/or by sending you an e-mail or using other ways of communicating with you based on the contact information you provide to us. If you wish to contact us, you can use the notification tool on the App or by sending us an email to privacy@viewerslogic.com.

11.6            FORCE MAJEURE

We are not liable for any changes or problems out of our control, for example changes or problems caused by like natural disasters, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.