‍BY ACCEPTING THESE TERMS OF USE (THE “TERMS”), USING THE SERVICES, OR COMPLETING A TRANSACTION THROUGH THE SERVICES, YOU AGREE TO BE BOUND BY AND ACCEPT THESE TERMS. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.

Effective Date: April 13, 2024
‍
Welcome to VideoShops. Please read through these Terms that govern your use of our products, website(s), mobile application(s), and any other products, features, tools (the “Platform”), and/or services offered by VideoShops or its affiliated companies (collectively, the “Services”).  If you have any questions, comments, or concerns regarding these Terms or the Services, please contact us at hi@videoshops.com.
‍
These Terms are a binding contract between you and Nowwith Ventures, Inc. doing business as “VideoShops” (“VideoShops,” “we” and “us”).  The words “you” and “your” refer to the users of the Services, and to any successor in interest of any such user. You must agree to and accept all of the Terms, or you don’t have the right to use the Services. Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect while you use the Services.
‍
NOTICE: Please read these Terms carefully. They cover important information about the Services provided to you. These Terms include the provisions in this document, as well as those in our Privacy Policy (“Privacy Policy”) and Cookie Policy which govern your use of the Services.
‍
Will these Terms ever change?
‍These Terms may change as we are constantly trying to improve our Services. We reserve the right to make changes to the Terms at any time, and if we do, we will bring it to your attention by placing a notice on the VideoShops’ Platform, and/or by some other means.  If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, you agree to all of the changes.  Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
‍
What is VideoShops and which services does VideoShops provide to me?
‍VideoShops allows merchants (“Merchants”) to list and sell their products on VideoShops Platform. VideoShops offers creators, influencers and individuals, the opportunity to build, maintain and manage a digital storefront to promote and sell products from participating Merchants (“Seller’s VideoShop”).VideoShops helps make it easier for you to shop and to find products you love by allowing you to purchase Merchant’s products through Seller’s VideoShops. We provide the Services to further our mission of making shopping better for everyone, including by helping you:
‍
(a) Connect with Sellers: VideoShops helps you discover, browse, and shop at the many Sellers who have built their storefronts using VideoShops’ Platform (“Sellers”). Using VideoShops Services, you can browse products and make purchases easily from Sellers’ VideoShops. You can also see and share products with other VideoShops users to help you make informed decisions when you shop.
‍
(b) Experience a simpler, faster shopping experience: VideoShops makes it easier for you to make and complete purchases through Seller’s VideoShops, such as by providing accelerated VideoShops checkout options that you may use to pay for purchases.
‍
(c) Complete your purchases in one place: VideoShops enables you to buy natively on Seller’s VideoShops through a single VideoShops checkout, even when purchasing from multiple merchants. We operate an integrated checkout service, allowing you to add multiple items from various Merchants to your cart and checkout all these items on the Seller’s Videoshops and through the Services. It is a neat and efficient way of buying all your favorite items in one go. VideoShops then places orders on your behalf with each corresponding Merchant.
‍
(d) Find products we think you will love: VideoShops allows Sellers to customize your online shopping experience and provide tailored product recommendations to you based on your use of VideoShops’ Services, including by helping you discover new products, brands, and Merchants.
‍
(e) Continuously improve your shopping experience wherever you shop: VideoShops is continuously working to build and improve your shopping experience online and to develop and add new and improved features for you based on how you use our Services.
‍
Account registration
‍In order to register for the Services, you are required to provide your username, email address and password.  You may not select as your username, a name that you don’t have the right to use, or another person’s name with the intent to impersonate that person. You are also able to add a profile picture and add other user preferences. All personal details disclosed by you on the Services will be collected and processed in accordance with our Privacy Policy and Cookie Policy . You agree to provide us with truthful and accurate information about yourself when registering for and/or using the Services, including your name and contact information, and you agree to keep this information updated and current.  You agree to register with VideoShops’ Services and access and use your account solely for personal use. You may not authorize others to use your account. You are solely responsible for keeping your registration and other personal details (including your username and password) for your account confidential. You will not share your account or password with anyone, and you must protect the security of your account and your password. You’re responsible for any activity associated with your account. You may never use another person’s user account or registration information without his or her permission. You shall promptly notify VideoShops of any actual or suspected unauthorized third party access to your account. You shall cooperate with, and assist, us in any action or proceedings by us to prevent or otherwise deal with any unauthorized receipt, access or use of your account by any third party.
‍
You can also register using third party services including but not limited to Google, Apple or Meta, which allows you to register with VideoShops via your third party services account. If you decide to do this, you give us permission to access basic information from your third party services account. This information is collected by the third party services and is provided to us under the terms of the third party services’ privacy policy. We have no control over individual account privacy settings on such services or policies on how your personal information will be used. You and those third party services are in control of these matters, not us. Before using these features, you are encouraged to read all policies and information on the third party services to learn more about how they handle your information. VideoShops is not responsible for any acts or omissions by the third party services and any connected social media service providers' use of features that come from those platforms.
‍
Your Commitments and use of VideoShops’ Services
‍You represent and warrant that you are of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and your parent or guardian agrees to these Terms on your behalf). If you’re agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity’s behalf and bind them to these Terms (in which case, the references to “you” and “your” in these Terms, except for in this sentence, refer to that organization or entity).
‍
The Services are designed for and intended for users in the United States. We make no representation that the information and Services provided on the VideoShops’ Platform are applicable to, appropriate for, or available to users in locations outside the United States. Accessing the Services from territories where the content is illegal is prohibited. If you choose to access the Services from a location outside the United States, you do so on your own initiative and you are responsible for compliance with local laws.
You represent and warrant that you will use the Services for your own internal, personal use and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services.
‍
Your use of the Services is subject to the following additional restrictions:
You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:
‍
(a) Infringes or violates the intellectual property rights or any other rights of anyone else (including VideoShops);
‍
(b) Violates any law or regulation, including, without limitation, any applicable export control laws;
‍
(c) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
‍
(d) Jeopardizes the security of your VideoShops account or anyone else’s (such as allowing someone else to log in to the VideoShops’ Platform as you);
‍
(e) Attempts, in any manner, to obtain the password, account, or other security information from any other user;
‍
(f) Violates the security of any computer network, or cracks any passwords or security encryption codes;
‍
(g) Runs any form of auto-responder or “spam” on the VideoShops’ Platform, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the infrastructure of VideoShops’ Platform);
‍
(h) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services, VideoShops Platform or Content (through use of manual or automated means);
‍
(i) Copies or stores any significant portion of the Content;
‍
(j) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
Furthermore, you represent, warrant, and agree that you will comply with all federal, state and local laws, rules and regulations, including those concerning paid product endorsements (including but not limited to the disclosures regarding the sponsored nature of the Content and the endorsement relationship) as required by the Federal Trade Commission Guides Concerning the Use of Endorsements and Testimonials in Advertising 16 C.F.R. Part 255.
‍
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
‍
Buying products through VideoShops
‍By using the Services you place your orders with VideoShops checkout on Seller’s VideoShop. VideoShops’ checkout utilizes VideoShops’ payment service provider partner (“PSP”). VideoShops’ PSP processes the payment with regards to the specific order for the benefit of the Merchant. In order to process these payments we will need to share your personal data, shipping details and, in some cases, payment details that are related to such transactions with each of the Merchants from whom you are purchasing the products, but only using our secure systems. The personal data, shipping details and payment details you provide to us will be collected, stored and processed in accordance with our Privacy Policy and Cookie Policy and in accordance with the privacy and cookies policies of the Merchants from whom you have purchased the products. These Merchants are solely responsible for their use of your personal data, shipping details and payment details once we share the data with them, and you should carefully review their privacy policies before completing a transaction via VideoShops’ checkout.
‍
Payment Terms
‍(a) Anytime you click “pay”, “shop” or “buy” on the Services, you are authorizing VideoShops’ PSP to transfer funds out of your account or to debit them from your payment card (as applicable), and ultimately deposit them into the Merchant’s account. If you complete a purchase with recurring payments, you authorize VideoShops’ PSP to charge the card you used for the initial purchase for each reoccurrence.

(b) When storing your payment information into your VideoShops’ Account you are in fact storing it on VideoShops’ PSP on behalf of VideoShops, and you agree that the Merchant may charge you in accordance with your agreement with such Merchant for each transaction using the stored payment information. When you complete a transaction using your VideoShops’ Account, you agree that VideoShops’ PSP may use the information stored in your VideoShops’ Account to initiate the payment process with the Merchant for your transaction and to fulfill the order.

(c) By submitting your payment request, you represent and warrant that you are authorized to use the payment method and authorize VideoShops’ PSP to (1) debit, withdraw or charge your payment method and (2) to initiate any credit, debit or charge to your payment method in order to process any returns, chargebacks, reversals, refunds, corrections or other necessary adjustments. All payment requests are subject to authorization by your card issuer, financial institution or payment network.

(d) A payment request does not necessarily ensure that VideoShops’ PSP will accept your request. VideoShops’ PSP reserves the right to refuse, suspend, or cancel the request at their sole discretion.

(e) Once VideoShops’ PSP receives a properly completed payment request from you and authorized by your card issuer, payment network or other financial institution, authorization of your form of payment is received and if VideoShops’ PSP accepts your order, VideoShops will promptly place your order in line for fulfillment.

(f) If you make a purchase in a currency other than United States Dollars (“USD”), you acknowledge and agree to be charged and, if applicable, refunded according to the then-current exchange rate set by your card issuer.

(g) Additional terms and conditions may apply to your payment request and to specific portions or features of the Services including VideoShops’ PSP specific terms and rules related to your use of your payment method such as Visa, MasterCard, American Express, and Discover payment networks and bank transfers. You agree to abide by such other terms and conditions, including where applicable representing that you are of sufficient legal age to use or participate in such service or feature. These Terms do not alter the Terms you’ve agreed to with a Merchant, except with respect to the direct relationship between you and VideoShops.

(h) Orders may be subject to additional taxes, duties and charges. Please be aware that the price of a Merchant product may change at checkout if it is subject to any taxes, duties, fees, levies or delivery charges applied in the location you have selected for the delivery of your order. Where possible, VideoShops will calculate these charges on your behalf and add them to the total cost of your order. Where it is not possible for VideoShops to calculate and charge additional taxes, duties and charges at checkout, including customs charges, you may be responsible for the payment of these charges when you receive your order.
‍
Your Relationship with Merchants
‍VideoShops only facilitates the transactions conducted on VideoShops’ Platform and does not act as the merchant of record or as the seller of record. You are purchasing goods and/or services from the Merchants and your purchase is governed by any Merchant terms and conditions offered or any contract between you and the Merchant. Accordingly, the contract formed by the completion of a sale for the Merchant products is a contract between you and the Merchant . VideoShops is not a party to that contract nor does VideoShops accept any liability, responsibility or obligation for the terms therein. The Merchant is solely responsible for the sale of the Merchant’s products and is solely responsible for customer service issues in connection therewith. You must contact the Merchant to resolve any issues you have with respect to the goods and services you ordered or purchased from the Merchant, including any issues relating to shipping and delivery, product warranty, product return, refund, exchange, and the terms of any agreements you entered into with the Merchant in connection with your order or purchase. You acknowledge and agree that VideoShops is not responsible for any of these issues.
‍
You also acknowledge and agree that VideoShops is not in any way responsible for the quality, usability, or any other element of the goods or services you order or purchase from a Merchant. You acknowledge that VideoShops does not endorse any goods or services offered for sale on Merchant websites linked to the Services. VideoShops does not warrant the accuracy or reliability of any information or marketing messages contained in Merchant websites linked to the Services.
‍
If you have dispute rights through your credit card issuer, any disputes filed with your credit card issuer shall be between you and the issuer, and VideoShops shall not be held liable for such disputes.
‍
You agree that we can make information about your purchase available to the Merchant through a Merchant dashboard and/or our API in order for the Merchant to fulfill your order, each of which will require the Merchant to pass certain authentication measures. If your Merchant operates through a third party platform, such as Shopify, your purchase information may be shared with that platform through the Merchant.
‍
What are my rights when using the Services?
‍The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, video, User Submissions (all of the foregoing, the “Content”) are protected by intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content, or (ii) in a way that violates someone else’s rights (including VideoShops’ rights).
‍
You understand that VideoShops owns the VideoShops’ Platform and associated Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Platform.

‍What are VideoShops’ rights?(
a) Permission to update VideoShops’ software: If you download or use VideoShops’ software, you give VideoShops permission to download and install updates to the software where available, including on services where software may update automatically on your device when a new version or feature becomes available. You may adjust your automatic update settings on some devices.

(b) Communications: To provide you with the Services, VideoShops may communicate with you via email, our messaging tools, or through text/short message service (“SMS”) to the extent permitted by applicable law and/or consistent with your permissions. You're responsible for any mobile charges you may incur for using any of the SMS services, including text-messaging (e.g., SMS, MMS) and data charges.

(c) Marketing and Advertising: In addition, VideoShops may market, advertise, and promote Services, Sellers, Merchants or Merchants' products or services to you on VideoShops.

(d) Access Third-Party Emails to provide the Services: If you link your VideoShops account with a third-party email service or third-party shopping platform for order tracking, you consent to give VideoShops access to the contents of your emails and to your shopping history. VideoShops only uses this information to provide the Services to you, and does not use information obtained from third-party partners you integrate with VideoShops to show or target advertising to you. You can revoke this consent at any time by de-linking these accounts in the VideoShops’ Platform.
‍
Do I have to grant any licenses to VideoShops or to other users?
‍Anything you post, upload, share, store, or otherwise provide through the Services, including any videos submitted through the VideoShops’ Platform, is your “User Submission.” User Submissions are viewable by other users. In order to display your User Submissions on the VideoShops’ Platform, and to allow other users to view them (where applicable), you grant us certain rights in those User Submissions. Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.
‍
For all User Submissions, you hereby grant VideoShops a license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as an Android) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below. This is a license only – your ownership in User Submissions is not affected.

If you share a User Submission publicly on the VideoShops’ Platform or if you provide us with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Submission”), then you grant VideoShops the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all VideoShops users and providing the VideoShops’ Platform necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services and/or otherwise in connection with Company’s business, which may include licensing to third parties. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the VideoShops Platform and in accordance with these Terms.
‍
You agree that the licenses you grant are royalty-free, perpetual, sublicensable, irrevocable, and worldwide, provided that when you delete your VideoShops account, we will stop displaying your User Submissions (other than Public User Submissions, which may remain fully available) to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from VideoShops’ records, and that your User Submissions may remain viewable elsewhere to the extent that they were copied or stored by other users.
‍
Finally, you understand and agree that VideoShops, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
‍
What if I see something on the VideoShops’ Platform that infringes my copyright?
‍We respect the intellectual property rights of others, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers.
‍
Who is responsible for what I see and do on the VideoShops’ Platform?
‍Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
‍
You understand and agree that your identity may be discovered by other users on the VideoShops’ Platform. You provide User Submissions at your own risk, and you understand that VideoShops’ privacy obligations are as set forth in our Privacy Policy and Cookie Policy.  If you do not accept this risk, do not use the Services.
‍
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.
‍
The Services may contain links or connections to third party websites or services that are not owned or controlled by VideoShops. When you access third party websites or use third party services, you accept that there are risks in doing so, and that VideoShops is not responsible for such risks. The appearance of a link does not constitute an endorsement, recommendation or certification by VideoShops. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third party website or service that you visit or utilize.
‍
VideoShops has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, VideoShops will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
‍
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that VideoShops shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
‍
If there is a dispute involving the Services, or between users and any third party, you agree that VideoShops is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release VideoShops, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.
‍
Will VideoShops ever change the Services?
‍We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the VideoShops’ Platform. We reserve the right to remove any Content from the VideoShops’ Platform at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.

What about my privacy?
‍VideoShops takes the privacy of its users very seriously. You can access VideoShops’ Privacy Policy and Cookie Policy.
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at hi@videoshops.com

What if I want to stop using the Services?
‍You’re free to do that at any time, by terminating your account in the application; please refer to our Privacy Policy, as well as the licenses above, to understand how we treat information you provide to us after you have stopped using our Services.
VideoShops is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. VideoShops has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
‍
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership of intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.
‍
What else do I need to know?
‍Neither VideoShops nor its licensors or suppliers make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from VideoShops or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product.) THE SERVICES AND CONTENT ARE PROVIDED BY VIDEOSHOPS (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OR ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
‍
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL VIDEOSHOPS (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (A) $100, OR (B) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
‍
To the fullest extent allowed by applicable law, you agree to indemnify and hold VideoShops, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), (b) your User Submissions, and (c) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your VideoShops’ Platform account, in any way (by operation of law or otherwise) without VideoShops’ prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
‍
These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of New York, without regard to the conflicts of laws provisions thereof.
‍
Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with VideoShops and limits the manner in which you can seek relief from us. Both you and VideoShops acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Terms, VideoShops’ officers, directors, employees and independent contractors (“Personnel”) are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.
‍
Any dispute arising out of or relating to the subject matter of these Terms shall be finally settled by binding arbitration in New York. The arbitration will proceed in the English language, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Platform, Inc. ("JAMS") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction.
‍
VideoShops will pay all arbitration filing fees and arbitrator’s costs and expenses upon your written request given prior to the commencement of the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law.
‍
Furthermore, either you or VideoShops may assert claims, if they qualify, in small claims court in New York or any United States county where you live or work.
YOU AND VIDEOSHOPS WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and VideoShops are instead choosing to have claims and disputes resolved by arbitration. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In any litigation between you and VideoShops over whether to vacate or enforce an arbitration award, YOU AND VIDEOSHOPS WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.
‍
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth herein.
‍
You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: Nowwith Ventures, Inc. doing business as “VideoShops”, 167-177 Lafayette Street, Suite 300, New York, NY 10013, postmarked within 30 days of first accepting these Terms. You must include (1) your name and residence address; (2) the email address and/or telephone number associated with your account; and (3) a clear statement that you want to opt out of these Terms’ arbitration agreement.
If you send the opt-out notice as provided herein, and/or in any circumstances where the foregoing arbitration agreement permits either you or VideoShops to litigate any dispute arising out of or relating to the subject matter of these Terms in court, then the foregoing arbitration agreement will not apply to either party and both you and VideoShops agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in New York, New York.
‍
You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and VideoShops agree that these Terms are the complete and exclusive statement of the mutual understanding between you and VideoShops, and that these Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of VideoShops, and you do not have any authority of any kind to bind VideoShops in any respect whatsoever.