TERMS OF USE

1. GENERAL

1.1.
These terms of use (“Terms of Use”) govern the contractual relationship between VEO Technologies ApS, company registration no. 37240834 ("VEO") and any user of www.veo.co and/or other websites owned or controlled by VEO ("VEO Website") that allow for (i) distribution and reception of  audio-visual content recorded on a VEO Camera ("Content") by way of live (i.e. simultaneous or nearly simultaneous) streaming and/or subsequent on-demand download or streaming through the means of a media player embedded in or interfacing with the VEO Website and/or (ii) associated services aiming at creating a community between viewers of Content (each a “Fan”) and owners of a VEO Camera uploading and publishing Content (each a “Publisher”) (collectively the "Services"). For the purpose of these Terms of Use, each Fan and Publisher is considered a “User” (collectively the “Users”).

1.2.
By accessing the VEO Website, registering for an Account on the VEO Website or using the Services, the User agrees to be bound by these Terms of Use which shall continue to apply for as long as the User is accessing the VEO Website, subscribing for an Account or using the Services. When the User is no longer accessing the VEO Website, subcriping for an Account or using the Services, the User’s legal obligations and liabilities towards VEO that have accrued over time shall be unaffected by this cessation.

1.3.
The User hereby represents and warrants to VEO that he or she is at least thirteen (13) years of age or otherwise capable of entering into and performing legal agreements on his or her own behalf or on behalf of the person or entity that he or she is legally representing.

1.4.
The User may not access the VEO Website or use the Services if the User do not accept these Terms of Use or if the User is not of legal age to form a binding contract with VEO or a person who is either barred or otherwise legally prohibited from receiving or using the VEO Website or the Services under applicable laws.

1.5.
When accessing the VEO Website, subscribing for an Account or using the Services, the User will be subject to additional policies made available on the VEO Website, not least VEO's Privacy Policy available at https://www.veo.co/privacy. All such policies are hereby incorporated by reference into these Terms of Use. In the case of any inconsistency between these Terms of Use and any such policy, these Terms of Use shall prevail.

2. SUBCRIBING FOR AN ACCOUNT

2.1.
In order for Publishers to access, edit and publish Content from their VEO Camera and for Users to use most of the Services, it is a requirement to subscribe for an account either as a Club or a Fan on the VEO Website (the “Account”).

2.2.
A User will be able to access its Accounts by logging in by entering a User ID and a password.

2.3.
The Account is personal to the User, and the User is solely responsible for any and all activity that occurs under the Account. The User must notify VEO immediately of any breach of security or unauthorized use of the Account that the User become aware of.

2.4.
When creating the Account, the User is required to provide accurate and complete information.

2.5.
The Account password must be kept secure and confidential at all times. The User is obliged to notify VEO forthwith at "hello@veo.co" if the User becomes aware that the password has been disclosed to an unauthorized third party or that the Account is being misappropriated. VEO will not be responsible or liable, directly or indirectly, in any way for any loss or damage of any kind incurred as a result of, or in connection with, the User’s failure to comply with this provision.

2.6.
VEO reserves the right to suspend or disable the Account or password at its discretion and without any penalty or liability whatsoever and to remove and discard all or any part of the Account, User profile, and any Content, at any time and without prior notice.

3. INTELLECTUAL PROPERTY RIGHTS

3.1.
All data and material on the VEO Website, except Content, including, without limitation, text, graphics, interactive features, logos, photos, music, videos, software, and all other audible, visual or downloadable material, as well as the selection, organization, coordination, compilation and overall look and feel of the Services ("Material") are the intellectual property of VEO, its affiliates or its licensors. All trademarks and trade names, except in Content, are proprietary to VEO, its affiliates or licensors.

3.2.
All Content uploaded by a Publisher to the VEO Website is the intellectual property of the Publisher, however subject to clause 5.1.2.

4. GENEREL RESTRICTIONS ON USE

4.1.
The User hereby represents and warrants not to use the Services or the VEO Website:

(a) to impersonate another person or entity, or claim a false identity when subscribing for an Account on the VEO Website or use an Account of a third party;

(b) for any purpose other than to access the Website and Services as offered by VEO;

(c) to bypass, disable or otherwise interfere with security related features of the VEO Website or the Services or features that prevent, limit, or restrict the access to the VEO Website and/or the use or re-production of any Material or Content;

(d) to delete or modify notices regarding copyright or other proprietary rights on the Material or any Content;

(f) for any illegal purpose in any jurisdiction;

(g) collect personal information about Users or third parties without their and VEO's consent;

(h) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code in any of the Material; or

(i) interfere with or damage the operation of the Services or any User's enjoyment of them by any means, including uploading or otherwise disseminating viruses, spyware, worms or other malicious code.

4.2.
The User warrants that it will not publish sensitive personal data on the VEO Website, including on its own Account or the Publisher's Account. Sensitive personal data is defined in art. 9 of Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the "GDPR") and includes health information related to a physical person.

4.3.
The User agrees not to sell, license, distribute, copy, record, modify, publicly perform or display, transmit, publish or republish, including republication on another website, edit, adapt, create derivative works from, or otherwise make use of the Material and/or the Content that is not considered the User’s propriety. If the User, to the extent permitted by applicable statutory laws, records, downloads or otherwise copies the Material and/or Content for personal and non-commercial use, the User must retain all copyright, trademark, or other proprietary notices. VEO reserves all rights not expressly granted in and to the VEO Website, the Services, the Material, and the Content.

4.4.
VEO reserves the right to suspend, discontinue or modify any aspect of the Services at any time, including the right to discontinue fully or partially the display of any Content or linked or embedded content, and to prevent access to the VEO Website or any Content from specific territories (geo-blocking).

5. VEO’S RELATIONSHIP TO THE PUBLISHER IN PARTICULAR

5.1.
Submission of Content

5.1.1
The Publisher acknowledges and agrees that the VEO Website is designed for a purpose serving a particular community and interest, and that any Content submitted conforms to such purpose.

5.1.2
By uploading Content to the VEO Website, the Publisher hereby grants VEO a worldwide, non-exclusive, royalty-free, fully paid-up, sub-licensable through multiple tiers and freely transferable right to copy, use, reproduce, distribute, publish, translate, create derivative works of, publicly display, publicly perform, sell, transfer, license, edit, modify, transmit, stream, broadcast, making publicly available and otherwise exploit the Content on the Website as well as on and through third-party distributions channels selected be VEO, including without limitation for promoting, advertising, redistributing and making available on demand the Content and/or the VEO Website in any media formats, media channels or medium now or hereafter devised, in whole or I part, for any purposes. For the avoidance of doubt, the foregoing license includes, but is not limited to, the right to reproduce, distribute, display, perform, advertise, make derivative works from or otherwise exploit the Content in proximity with or in connection with any third party content.

5.1.3.
The Publisher are solely responsible for all of its Content and the consequences of publishing it, and the Publisher hereby acknowledges that the VEO Website and the Services are merely providing the Publisher the technical means to produce and distribute its Content.

5.1.4.
Under no circumstances will VEO assume any responsibility in the creation, arrangement, scheduling and promotion of Content, nor does VEO monitor the submission of Content to VEO or the publication of Content on the VEO Website. VEO does not endorse any Content or any opinion, recommendation, or advice expressed therein, and VEO expressly disclaims any and all liability in connection with Content.

5.1.5.
VEO has the right, but not the obligation, to monitor the Content published on the VEO Website, to determine compliance with these Terms of Use, any other agreement between the User and VEO, and any operating rules established by VEO, as well as to satisfy any law, regulation, authorized government request, or trade association guideline. VEO has the right to edit, refuse to post or remove any material submitted to or posted on the VEO Website.

5.1.6.
The Publisher hereby represents and warrants that:

(i) it is the owner of or has the necessary licenses, rights, and permissions to use and to authorize VEO to use and distribute its Content as necessary for VEO to exercise and exploit the rights and licenses granted by the Publisher to VEO pursuant to these Terms of Use;

(ii)its Content does not and will not:
(a) infringe any third-party right, including any copyright, trademark, patent, trade secret, privacy right, broadcasting right or any other intellectual property or proprietary right; or
(b) slander, defame, libel, or invade the right of privacy, personality or other rights of any person or entity.

(iii) its Content will be made available for display at the date and time scheduled by the Publisher;

(iv) its Content or sequential order of Content does not constitute a television or radio programme service in the form of a sequence of self-contained programmes continuously offered and defined in time or is otherwise subject to statutory television broadcasting requirement;

(v) its Content does not contain any viruses, spyware, worms, or other malicious code or any content or file that provides a method to access to potentially infringing content outside of the Services;

(vi) its Content does not violate any laws or regulations or contain any falsehoods or misrepresentations that could cause harm to VEO or any third party; and

(vii) it will not create, post or upload any Content that is obscene, defamatory, libellous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that is deemed a criminal offence

5.1.7
VEO reserves the right to advertise its Website and Services or products and services of third parties on the Publisher’s channel or together with Content.

5.2.
Data Processing

5.2.1.
The Publisher is the data controller and VEO is the data processor in respect of Content uploaded to and published by the Publisher on the VEO Website as well as to any other personal data processed on the Publisher's Account on the VEO Website. The Publisher and VEO have therefore entered into a data processing agreement governing VEO's data processing activities on behalf of the Publisher in compliance with GDPR. The Publisher is specifically made aware that the VEO Website, including the Publisher's Account, must not be used for processing of sensitive personal data as defined in GDPR article 9, which includes but is not limited to health information related to a physical person. It is the Publisher's responsibility to ensure that no sensitive personal data is processed on the Publisher's Account on the VEO Website.

5.2.2.
VEO is specifically instructed not only to transmit the Publisher's Content on the Publisher's Account on the VEO Website but also to transmit the Content or parts hereof on the general VEO Website with the purpose to attract Fans to the Publisher's Account on the VEO Website.

6. VEO’S RELATIONSHIP TO THE FAN IN PARTICULAR

6.1
Fans have limited access to the VEO Website and to Content that subject to the sole discretion of VEO is available on-demand and through the reception of live streaming.

6.2.
Any use or access by anyone under the age of 13 is prohibited.

6.1.1.
The Club acknowledges and agrees that the Website is designed for a purpose serving a particular community and interest, and that any Content submitted conforms to such purpose.

7. SUBSCRIPTION FEE

7.1.
For the subscribing for an Account and use of the Services, the User shall pay a monthly subscription fee as specified in pricing table available at veo.co/pricing.

7.2.
The User must provide a valid and accepted payment information. If the payment information provided by the User is declined for payment of the User's subscription fees, the User must provide VEO a new eligible payment information promptly or the User's access to the User's Account and the Services content may be suspended.

7.3
The User's payment of the monthly subscription fee to VEO will automatically renew at the end of each subscription period, unless the User cancel the User's subscription before the end of the current subscription period. The cancellation will take effect the day after the last day of the current subscription period.

7.4.
All amounts specified to be paid to VEO are net amounts after deduction of any direct or indirect taxes (including but not limited to income tax, business tax, value added tax and turnover tax) and duties that are required to be withheld or paid in any country outside Denmark. The User shall pay any such direct or indirect taxes and duties to the relevant tax authorities. VEO shall pay all Danish taxes and duties related to payments to the Danish tax authorities.

8. No Warranty

8.1.
To the extent permitted by applicable law, the VEO Website, the Services and the Content are provided to the User on an "as is" basis without warranty of any kind.

8.2
Without limiting the generality of the foregoing, VEO disclaims to the extent permitted by law any and all warranties, express or implied, including, without limitation, any (a) warranties of merchantability or fitness for a particular purpose, (b) warranties against infringement of any third party intellectual property or proprietary rights, (c) warranties relating to delays, interruptions, errors or omissions in the Services, particularly in any unannounced termination of the provision of Content (d) warranties relating to the transmission or delivery of the Services, (e) warranties relating to the accuracy or completeness of information or data in the Services, or (f) other warranties relating to performance, non-performance, or other acts or omissions of VEO.

9. LIMITATION OF LIABILITY

9.1.
In no event shall VEO be liable for any loss of anticipated revenues or profits, delays or otherwise for any consequential, indirect or punitive losses or damages, whether or not foreseeable and irrespective of the theory or cause of action upon which such damages might be based, including but not limited to strict liability, breach of warranty or otherwise. Loss of data in considered an indirect loss.  

9.2.
VEO’s liability under or in conjunction with these Terms of Use under any title shall be limited to the amount paid by the User, if any, to VEO during the twelve (12) months immediately preceding the event of damage.

9.3.
The above limitations and exclusions shall not apply (a) in case of willful misconduct or gross negligence, (b) in the event of death or bodily injury, or (c) if and to the extent mandatory law provides otherwise.

10. INDEMNIFICATION

10.1.
Notwithstanding anything to the contrary in these Terms of Use, the User shall indemnify, defend and hold harmless VEO from and against any losses, claims, damages, liabilities, including legal fees and expenses, arising out of any third party claim due to or arising out of the User’s violation of these Terms of Use, including but not limited to a claim arising out of a breach of the User’s representations or warranties made hereunder.

10.2.
VEO reserves the right, at the User’s expense, to assume the exclusive defence and control of any matter for which the User is required to indemnify VEO, and the User herewith agrees to cooperate with VEO's defence of these claims.

11. THIRD PARTY WEBSITES

11.1.
The Website may contain links to websites or services operated by other people or companies, (collectively "Third-party Services"). Third-party Services may have their own terms of use and privacy policy or no terms of use or privacy policy at all. VEO does not endorse any such Third-party Services or the information, materials, products, or services contained on or accessible through Third-party Services.

11.2.
Access and use of Third-party Services, including the information, materials, products, and services on or available through Third-party Services is solely at the User’s own risk.

12. CHANGES TO THE TERMS OF USE

12.1.
VEO reserves the right, at VEO’s sole discretion, to make changes to the Terms of Use and any policy from time to time by posting the amended terms of use or policy on the VEO Website. If the User does not agree to such modifications, the User must stop using the VEO Website and the Services. The User’s continued use of the VEO Website and the Service will constitute the User’s acceptance of such modifications.

13. CONTACTS

13.1.
The VEO Website and the Services are provided by VEO. VEO can be contacted by email at hello@veo.co.

14. OTHER PROVISIONS

14.1.
These Terms of Use contain the entire agreement between VEO and Users concerning the User’s use of the VEO Website and the Services and completely replace any prior agreements on the subject-matter.

14.2.
The User may not novate or assign any of its rights or obligations under these Terms of Use without the prior written consent of VEO. VEO may at its discretion assign or novate these Terms of Use or any rights or obligations hereunder to any third party.

14.3.
If one or more of the provisions of these Terms of Use are declared invalid or unenforceable as a result of current mandatory legislation or legal instruments issued by public authorities or decisions made by public authorities, the VEO and the User agree that the other provisions of the Terms of Use will be severed and remain effective. The invalid provision shall be replaced by a valid one, which achieves to the extent possible the original purpose and commercial goal and intent of the invalid provision.

15. GOVERNING LAW AND DISPUTES

15.1.
These Terms of Use and the relationship between VEO and each User shall be governed by and will be interpreted in accordance with Danish law.

15.2.
Attempts shall be made first to settle by negotiation any dispute arising out of or related to these Terms of Use. Disputes shall be finally decided by the Danish courts. Notwithstanding this, VEO shall still be allowed to apply for injunctive remedies (or other equivalent types of urgent legal remedy) in any jurisdiction.