Terms of Use

Videowise (a product of Reeview Inc., a Delaware corporation) provides services through https://www.videowise.com subject to these Terms of Use ("Terms"). By accessing or using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of an entity, you represent that you have authority to bind that entity.Videowise may modify these Terms with thirty (30) days' prior notice via email to the address associated with your account or by posting the revised Terms on our website. Continued use of the Services after the notice period constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must discontinue use of the Services before the changes take effect. To dispute changes, contact support@videowise.com.Note for Enterprise and Annual Subscription Customers: If you have executed an Order Form or Commercial Terms referencing the Videowise Master Terms, those Master Terms supersede and replace these Terms of Use in their entirety. The Master Terms are available at https://www.notion.so/videowise/Videowise-Master-Terms-Legal-and-Support-Conditions.

1. Description of Services
Videowise provides a video commerce platform that enables online retailers to create shoppable video experiences. Services include creating shoppable videos, video quizzes, and hotspot galleries; video channel pages; AI-powered media optimization; video and social content imports; user-generated content (UGC) discovery; analytics; and related functionality as described on our website and in applicable documentation.

2. Acceptable Use Policy
2.1 General Conduct
The Services are for lawful business purposes only. You must not:
- sublicense, resell, rent, lease, transfer, or assign the Services to any third party;
- access, download, reproduce, or create derivative works of the Services without authorisation;
- attempt to bypass any security, rate-limiting, filtering, or digital rights management protections;
- remove watermarks, proprietary notices, or attribution from the Services;
- submit malicious code, excessive automated requests, or any content designed to disrupt the Services;
- attempt to gain unauthorised access to the Services, related systems, or networks;
- use the Services in violation of applicable laws, including data protection and privacy laws;
- use the Services to build or support a competing product or service.

You must comply with all applicable policies and promptly report any security breaches or vulnerabilities to support@videowise.com.

2.2 Software License
Videowise grants you a limited, non-exclusive, non-transferable, non-sublicensable right and license to use the object code of the Videowise software solely in connection with your authorised use of the Services during the applicable Subscription Term. You may not copy, modify, reverse engineer, decompile, or disassemble the software, or transfer any rights in the software to any third party.

2.3 Your Content-  Ownership and License
You retain all ownership rights in any data, information, text, images, video, and other materials you upload to the Services ("Your Content"). You are solely responsible for the legality, accuracy, and appropriateness of Your Content, including ensuring that you have all necessary rights and permissions to upload, import, and display it through the Services.You grant Videowise a limited, non-exclusive, non-transferable license to use, reproduce, and display Your Content solely as necessary to provide, maintain, and improve the Services during your Subscription Term. This license terminates upon expiration or termination of your agreement with Videowise. Videowise acquires no ownership interest in Your Content.Videowise is not responsible for any content you upload to the platform. You bear full responsibility for ensuring compliance with applicable copyright and intellectual property laws. You agree to indemnify Videowise against any claims, damages, or legal fees arising from your violation of third-party intellectual property rights through Your Content.

2.4 Account Security and Content Monitoring
You are responsible for maintaining the confidentiality of your login credentials and the security of your account. You must notify Videowise immediately of any unauthorised use of your account.
Videowise may access your account for the purposes of providing technical support (with your consent or at your request) and may monitor and remove content that violates these Terms, applicable laws, or third-party rights.

2.5 Service Operations
You acknowledge that operation of the Services involves transmission of Your Content over various networks and may include technical changes to conform to requirements of connecting networks or devices. You bear sole responsibility for maintaining adequate security, protection, and backup of Your Content. Videowise recommends that you maintain independent backups of all content.

2.6 Equipment and Compatibility
You are responsible for obtaining and maintaining all equipment, software, and internet connectivity necessary to access the Services, and for ensuring compatibility with the Services.

2.7 Rights Enforcement
Failure by Videowise to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

2.8 Marketing and Promotional Use
‍Videowise may identify you by name and company logo as a customer on Videowise's website and marketing materials, unless you opt out by sending a written request to support@videowise.com. Any use of your name or logo in press releases, case studies, or detailed testimonials requires your prior written consent.

2.9 Technical Support
Videowise provides technical support via email at support@videowise.com and web-based chat. Support response times and availability are described at https://videowise.com or in applicable documentation. Videowise reserves the right to modify its support offerings from time to time.

3. Data Protection
3.1 Data Processing Agreement
To the extent Videowise processes personal data on your behalf as a data processor, such processing is governed by the Videowise Data Processing Agreement (DPA), available at https://videowise.notion.site/Videowise-Data-Processing-Agreement-DPA. The DPA is incorporated into these Terms by reference.

3.2 Privacy Policy
Videowise's collection and use of personal data is described in the Videowise Privacy Policy, available at https://videowise.com/about-us/privacy.

3.3 Your Obligations
You are responsible for complying with all applicable data protection laws in connection with your use of the Services, including obtaining any necessary consents from end users and providing appropriate privacy notices.

4. Subscription, Free Trials, and Billing
4.1 Payment Terms
If you select a paid plan, you must provide valid payment information and authorise Videowise to charge the applicable fees. You are responsible for keeping your payment information current. Videowise may change its pricing with thirty (30) days' prior written notice; continued use after the notice period constitutes acceptance of the new pricing.
Except as otherwise provided in these Terms or required by applicable law, payments are non-refundable and there are no refunds or credits for partially used subscription periods. You must dispute any charge within sixty (60) days of the applicable invoice. Videowise may invoice you directly, with payment due within thirty (30) days of the invoice date.

You are responsible for all applicable taxes, duties, and levies imposed by governmental authorities, excluding taxes based on Videowise's net income.
‍Consumer Rights. Nothing in these Terms affects your statutory rights as a consumer under applicable law, including any right of withdrawal or cooling-off period under the EU Consumer Rights Directive (2011/83/EU) or equivalent local legislation.

4.2 Free Trial Terms
The free trial period lasts for twenty-one (21) days, or as otherwise specified during sign-up.
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‍Before your free trial ends, Videowise will notify you by email at least seven (7) days prior to the expiration of the trial period. The notification will include the date your paid subscription will begin and the applicable fees. If you do not cancel before the trial period ends, you authorise Videowise to charge the applicable subscription fees to your payment method on file.

You may cancel your free trial at any time before it expires by following the cancellation instructions in your account dashboard or by contacting support@videowise.com.

4.3 Subscription Renewal
Paid subscriptions automatically renew for successive periods equal to your initial subscription term unless you cancel before the renewal date. Videowise will send a renewal reminder at least thirty (30) days before the start of each renewal period for annual subscriptions. You may cancel auto-renewal at any time through your account settings or by contacting support@videowise.com.

4.4 Cancellation and Data Export
Upon cancellation or non-renewal:
- Your access to the Services will continue until the end of your current paid subscription period.
- You may request an export of Your Content within thirty (30) days following the end of your subscription period by contacting support@videowise.com.After the 30-day export window, Videowise will permanently delete Your Content in accordance with its data retention policies, unless retention is required by applicable law.
- If you delete the Videowise app from your Shopify account, Videowise will retain your data for thirty (30) days during which you may request an export. After 30 days, all personal data, video files, video imports, associated links, connected accounts, analytics data, and installed scripts will be permanently deleted.

Videowise may provide refunds at its sole discretion and on a case-by-case basis.

5. Service Availability
Videowise targets 99.5% monthly availability for the Services, measured over each full calendar month. This target excludes scheduled maintenance, emergency maintenance, downtime caused by third-party services outside Videowise's control, and downtime caused by Force Majeure events.

If Videowise fails to meet this availability target for two or more consecutive calendar months, you may terminate your subscription upon thirty (30) days' written notice and receive a pro-rata refund of prepaid fees for the unused portion of your subscription term.

6. Third-Party Content and External Links
6.1 Third-Party Content Disclaimer
The Services may include or display content from third parties. Inclusion of third-party content does not indicate Videowise's approval or endorsement. Videowise is not responsible for third-party content and disclaims all liability arising from it.
External links are provided for convenience only. Videowise is not responsible for the content, accuracy, or practices of external websites.
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6.2 YouTube API Services
Videowise uses YouTube API Services to help discover product review and unboxing videos. Videowise's use of the YouTube API complies with the YouTube Terms of Service and Google Privacy Policy. Videowise is not responsible for the availability, accuracy, or content of YouTube videos displayed through the Services. Video owners may restrict embedding or request removal of their content at any time.

7. Live Shopping and Streaming
7.1 Content Standards
If you use Videowise's live shopping or streaming features, you must maintain respectful, professional conduct. Offensive language, hate speech, discrimination, harassment, and explicit content are prohibited. Violations may result in suspension or termination of your access.
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7.2 Third-Party Responsibility
If live shopping sessions are hosted or organised independently by merchants, agencies, or third-party collaborators, Videowise is not responsible for the setup, content, moderation, or outcomes of such streams.
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7.3 Reporting
Videowise may monitor live sessions and enforce compliance through content removal or account action. You may report violations to support@videowise.com.

8. Representations and Warranties
You represent and warrant that: (a) you have the authority to enter into these Terms; (b) you own or have properly licensed all content you upload to the Services; (c) Your Content does not infringe or violate any third-party rights; (d) Your Content does not contain defamatory, obscene, or unlawful material; and (e) you are at least 18 years of age.

9. Termination
9.1 Termination by You
You may cancel your subscription at any time by deleting the Videowise app from your Shopify account, through your account settings, or by contacting support@videowise.com. Cancellation takes effect at the end of your current subscription period.

9.2 Termination by Videowise
Videowise may terminate your account: (a) upon thirty (30) days' written notice for any material breach that remains uncured; (b) upon fifteen (15) days' written notice for non-payment; or (c) immediately if your use of the Services poses a security risk or violates applicable law.

9.3 Effect of Termination
Upon termination, the data export provisions in Section 4.4 apply. Videowise may also suspend access to the Services for abuse, excessive use inconsistent with fair use, or non-payment.

9.4 Survival
Sections 2.3 (Your Content — Ownership), 3 (Data Protection), 4.1 (Payment Terms), 9 (Termination), 10 (Disclaimer of Warranties), 11 (Limitation of Liability), 12 (Indemnification), 14 (Force Majeure), and 16 (Governing Law) survive termination or expiration of these Terms.

10. Disclaimer of Warranties
THE SERVICES, INCLUDING THE SITE AND ALL CONTENT, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

VIDEOWISE EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

VIDEOWISE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

(A) VIDEOWISE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES.
(B) VIDEOWISE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO VIDEOWISE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS ($100) IF NO FEES HAVE BEEN PAID.

THESE LIMITATIONS APPLY REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF VIDEOWISE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not allow the exclusion or limitation of certain warranties or liability, so these limitations may not apply to you to the extent prohibited by applicable law.

12. Indemnification
You shall defend, indemnify, and hold harmless Videowise and its officers, directors, employees, and agents from and against any claims, actions, demands, liabilities, damages, costs, and expenses (including reasonable legal fees) arising from or related to: (a) your breach of these Terms; (b) Your Content; (c) your violation of applicable laws; or (d) your misuse of the Services.

13. U.S. Government Matters
You may not export or re-export the Services in violation of U.S. export control regulations. The software and Services are classified as "commercial items" and "commercial computer software" as defined in the applicable U.S. Federal Acquisition Regulations, and are governed solely by these Terms.

14. Force Majeure
Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, acts of government, labour disputes, pandemics, cyberattacks, or internet or network outages ("Force Majeure Events"). If a Force Majeure Event continues for more than sixty (60) days, either party may terminate the affected Services upon written notice.

15. Assignment
You may not assign or transfer these Terms without Videowise's prior written consent. Videowise may assign these Terms in connection with a merger, acquisition, reorganisation, or sale of substantially all of its assets. Any purported assignment in violation of this section is void.

16. Governing Law and Dispute Resolution
These Terms are governed by the laws of the State of Delaware, USA, without regard to its conflict of laws principles.
Any dispute arising out of or relating to these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware. You irrevocably consent to personal jurisdiction and venue in such courts.
Each party waives any right to pursue claims on a class or collective basis.
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17. Privacy
Please review our Privacy Policy at https://videowise.com/about-us/privacy for information about how we collect, use, and share personal data.

18. Accessibility
Videowise is committed to making its Services accessible. We strive to conform to WCAG 2.1 Level AA standards. If you encounter accessibility barriers, please contact support@videowise.com.

19. DMCA - Copyright Infringement

Videowise complies with the Digital Millennium Copyright Act (DMCA). If you believe content on or through the Services infringes your copyright, please send a DMCA takedown notice to legal@videowise.com with the subject line "DMCA Takedown Request."

Your notice must include:
- A physical or electronic signature of the copyright owner or authorised agent;
- A description of the copyrighted work claimed to have been infringed;
- Identification and location of the allegedly infringing material;
- Your contact information (address, phone number, and email);
- A statement that you have a good faith belief that the use is not authorised by the copyright owner, its agent, or the law;
- A statement, under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorised to act on behalf of the owner.

Counter-Notice: If you believe content was wrongly removed, you may submit a counter-notice to legal@videowise.com containing: your physical or electronic signature; identification of the removed content and its prior location; a statement under penalty of perjury that you believe the removal was a mistake or misidentification; your contact information; consent to jurisdiction of the federal courts in Delaware; and acceptance of service of process from the party who filed the original notice.

Videowise will forward counter-notices to the original complainant. Removed content may be restored within 10-14 business days unless the copyright owner files a court action.

‍Repeat Infringer Policy: Videowise terminates, in appropriate circumstances and at its sole discretion, accounts of users who are repeat infringers.

20. Miscellaneous
‍Severability. If any provision of these Terms is held invalid or unenforceable, the remaining provisions continue in full force and effect.

‍Entire Agreement. These Terms, together with the DPA and Privacy Policy, constitute the complete agreement between you and Videowise regarding the Services and supersede all prior agreements on the subject matter.

‍No Agency. Nothing in these Terms creates an agency, partnership, joint venture, or employment relationship.

‍Notices. All notices under these Terms must be in writing and are effective upon confirmed receipt. Notices to Videowise should be sent to support@videowise.com or Reeview Inc., 2093 Philadelphia Pike #2584, Claymont, DE 19703, USA.

‍Electronic Signatures. These Terms may be accepted electronically, and electronic acceptance constitutes a binding agreement.

‍Contact: support@videowise.com for general questions about these Terms.
‍Legal: legal@videowise.com for DMCA and legal notices.
‍Privacy: privacy@videowise.com for data protection inquiries.