Worker Terms and Conditions
Last Updated: May 26, 2020
Welcome to the VideoCoin Network, the global decentralized network for video encoding, storage, and distribution. As a worker on the VideoCoin Network (a “VideoCoin Network Worker”), you will have the opportunity to earn fiat currency ($USD) and/or native VideoCoin tokens (“VID”) by providing compute resources for video transcoding and related services (the “Worker Services”), as more fully described on the VideoCoin Network Worker webpages at [www.videocoin.io/workers] (the “VideoCoin Network Worker Site”). These VideoCoin Network Worker Terms and Conditions (these “Terms”) govern your access to and use of the VideoCoin Network Worker software, APIs, and tools made available on the VideoCoin Network Worker Site (the “VideoCoin Network Worker Materials”), your ability to receive video workloads and perform Worker Services, and your ability to receive payment for providing Worker Services (collectively, the “VideoCoin Network Worker Program”). The VideoCoin Network Worker Site includes additional policies and requirements regarding each of the foregoing, including processes and technical requirements for providing Worker Services, staking, bonding, and unbonding policies, payment terms, and related policies (the “VideoCoin Network Worker Program Requirements”), each of which are incorporated into and made part of these Terms.
For purposes of these Terms, “we”, “us”, and “our” refer to Live Planet, Inc., operator of the VideoCoin Network, and “you” and “your” refer to the VideoCoin Network Worker who agrees to these Terms. If you are accessing and using the VideoCoin Network Worker Program on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.
For clarity, Live Planet, Inc. operates the VideoCoin Network Worker Program under license from VideoCoin Development Association Limited, a company organized under the laws of the Cayman Islands, which is the developer of the blockchain-based VideoCoin Network and the associated cryptographic tokens known as VideoCoin tokens or VID. Live Planet, Inc. does not offer or sell VID or any other cryptographic tokens.
Agreement to Terms. By accessing or using the VideoCoin Network Worker Materials or participating in the VideoCoin Network Worker Program, you agree to be bound by these Terms, including the VideoCoin Network Worker Program Requirements. If you don’t agree to be bound by these Terms, you will not be entitled to and will not access or use the VideoCoin Network Worker Materials or participate in the VideoCoin Network Worker Program or receive any compensation for providing Worker Services.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND US THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 20 (DISPUTE RESOLUTION) BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).
Eligibility and Accounts.
Eligibility. You may participate in the VideoCoin Network Worker Program only if you are a legal entity or individual 18 years or older and capable of forming a binding contract and are not barred from participating under applicable law. You may not establish an account or participate if you are resident in or a national of any country or region that is subject to a general trade embargo administered by the United States Office of Foreign Asset Controls, including Iran, Syria, Cuba, North Korea, or the Crimea Region of Ukraine.
Registration and Accounts. In order to access and use the VideoCoin Network Worker Materials and participate in the VideoCoin Network Worker Program, you will have to register and create an account (your “Account”). Upon registration you will receive a user identification, keys, and/or other credentials that will be used to associate you to the VideoCoin Network (collectively, “Credentials”). You are solely responsible for the security of your Credentials, are required to take appropriate measures to safeguard your Credentials, and will be responsible for any unauthorized access to or use of your Credentials. You will be solely responsible for all acts or omissions of any person using the VideoCoin Network Worker Materials or your Account with your Credentials. All transactions generated by use of your Credentials or originating from your Account will be deemed to be authorized by you.
Accuracy of Account Information. You represent and warrant that the information you provide for your account is accurate, complete, and up-to-date. You agree to update such information to keep it accurate and complete throughout the term of this Agreement. Failure to provide or keep your information accurate, complete, and up-to-date may result in suspension or termination of your Account.
Minimum and Direct Stake. In order to establish and maintain your Account in good standing, you will be required to stake a minimum number of VID on the VideoCoin Blockchain (the “Minimum Stake”) and to associate your Minimum Stake with your Account in accordance with the instructions posted on the VideoCoin Network Worker Site. The Minimum Stake will be as specified on the VideoCoin Network Worker Site. You must maintain the Minimum Stake throughout your participation in the VideoCoin Network Worker Program in order to be assigned video workloads and receive payment for providing Worker Services. We reserve the right to change the Minimum Stake at any time by announcing the change on the VideoCoin Network Worker Site. After the effective date of any such change, you will be required to adjust your Minimum Stake in order to maintain your Account in good standing. Failure to maintain the required Minimum Stake may result in your being disqualified from receiving additional video workloads. You may at any time stake additional VID to your Account, such that your direct stake exceeds the Minimum Stake (e.g., to improve your reputation score, as described below). Your Minimum Stake plus any additional VID staked by you directly to your Account will be referred to as your “Direct Stake.”
Bonding and Unbonding. Once you have set up an Account and staked at least the Minimum Stake, your account will be subject to a ten (10) day bonding period (the “Bonding Period”) during which you will be entitled to receive Delegated Stake from third parties (as described below) and withdraw any VID that are staked to your Account, but you will be unable to receive video workloads or perform Worker Services. Once the Bonding Period is over, your Account will be deemed bonded for so long as you maintain the Minimum Stake and otherwise remain in good standing. Bonded accounts are eligible to receive video workloads, perform Worker Services, and receive payments. Once your Account is bonded, any request to withdraw your Direct Stake will be subject to a twenty-one day unbonding period (the “Unbonding Period”). During the unbonding Period, you will be unable to receive new video workloads, perform Worker Services, or receive payment. Once the unbonding Period is over, you will be able to withdraw your Direct Stake and close your Account. We reserve the right to change the Bonding Periods and Unbonding Periods at any time by announcing the change on the VideoCoin Network Worker Site.
Delegation. Once you have set up your Account and staked at least the Minimum Stake, you may allow third parties to stake their own VID to your Account (a “Delegated Stake”). Adding Delegated Stake to your Account can increase your reputation score (by increasing the number of VID staked to your Account), improving your chances of being assigned video workloads as described below. The third parties delegating VID to your Account (“Delegators”) will be entitled to receive a share of your earnings from the performance of Worker Services. In order to receive Delegated Stake, you will be required to establish and administer a pool for collection and disbursement of the Delegator’s share of your earnings in accordance with the instructions posted to the VideoCoin Network Worker Site (the “Delegator Pool Instructions”). Once you have established a Delegator pool and received Delegated Stake, we will designate twenty percent (20%) of your earnings (the “Delegator Share”) as being intended for the Delegator pool, and you agree to disburse to each Delegator its percentage of the Delegator Share based on the percentage of the Delegated Stake contributed by each Delegator, in accordance with the Delegator Pool Instructions. You are solely responsible for payment of the Delegator Share to your Delegators in accordance with the Delegator Pool Instructions, and you agree to indemnify, defend, and hold us harmless from and against any and all liabilities or claims (including reasonable attorney fees) arising from any failure to disburse the Delegator Share to your Delegators in accordance with the Delegator Pool Instructions. We reserve the right to change the Delegator Share (currently 20%) at any time by announcing the change on the VideoCoin Network Worker Site. After the effective date of any such change, you will be required to adjust the amount allocated to each of your Delegators accordingly in order to maintain your Account in good standing.
Assignment of Video Workloads and Provision of Worker Services. Once your Account is bonded and for so long as your Account remains in good standing, you will be eligible to receive video workloads, perform Worker Services, and receive payment. The VideoCoin Network will assign video workloads to eligible worker nodes based on a reputation score determined in accordance with the algorithm described on the VideoCoin Network Worker Site. Your reputation score will be based upon a number of factors, including the sum of Direct Stake and Delegated Stake associated with your Account, the quality and capacity of the compute resources associated with your Account, and the number and volume of video workloads you have processed successfully. We reserve the right to change the algorithm for calculating reputation scores at any time. Once a video workload is assigned to your Account and you have successfully completed and delivered the Worker Services with respect to that workload, the VideoCoin Network will issue a “Proof of Transcoding” message (the “Proof of Transcoding”). Once the Proof of Transcoding is validated on the VideoCoin Network and we receive payment from the person or entity that requested the Worker Services with respect to that video workload, we will issue a payment to your Account in accordance with the payment provisions set forth below. You are solely responsible for the provision of Worker Services assigned to your Account including the use and provision of all compute and network resources associated therewith. You acknowledge and agree that issuance and validation of a Proof of Transcoding is determined strictly through the VideoCoin Network protocol, and that we are not responsible and will have no liability arising from any failure to obtain a Proof of Transcoding with respect to any video workloads that are assigned to your Account. You expressly agree to assume all risk associated with your provision of the Worker Services, including any risk that a given video workload for which you provide Worker Services will not receive a Proof of Transcoding and any risk that you will not receive payment for any workload that does not receive a Proof of Transcoding.
Slashing. We may at any time implement a slashing protocol within the VideoCoin Network Worker Program. Any slashing will be done in accordance with the Slashing protocol description posted to the VideoCoin Network Worker Site (the “Slashing Protocol”). Pursuant to the Slashing Protocol, we may deduct from your Account a certain percentage of your Direct Stake and any Delegator Stake associated with your Account, based on criteria set forth in the Slashing Protocol, such as repeated failure to timely complete or obtain a Proof of Transcoding for video workloads assigned to your Account. Deduction of VID from your Account due to slashing may result in lowering your reputation score, decreasing your chances of being assigned video workloads. If such slashing results in your Direct Stake falling below the required Minimum Stake, we may freeze your Account. You acknowledge and agree that any VID deducted from your Account will be made in accordance with the Slashing Protocol, which may result in permanent confiscation and loss of your VID and you will not be entitled to any refund or compensation for any VID deducted from your Account.
For each video workload assigned to your Account, once the VideoCoin Network has issued a Proof of Transcoding and we have received payment from the person or entity requesting the Worker Services for that workload, we will retain twenty percent (20%) of such payment, and we will disburse the remainder to your Account as set forth below (your “Disbursements”). We reserve the right to change the percentage of payments to be retained by us at any time by announcing the change on the VideoCoin Network Worker Site. If you have Delegated Stake, we will designate your Disbursement as follows: The Delegator Share (currently 20%) to your Delegator pool, and the remainder to your Account. As of the launch date for our Everest release, your Disbursements will be made in fiat currency ($USD). We intend to add functionality in the future enabling you to choose to receive some or all of your Disbursements in VID. Once such functionality is available, we will issue Disbursements in the combination of fiat currency ($USD) and VID that you have selected for your Account.
In order to receive and use your Disbursements, you will need to establish and maintain an account with our third party payment processor, currently Public Mint, in accordance with the instructions set forth on the VideoCoin Network Worker Site (the “Payment Instructions”). Once your payment account is established, we will pay your Disbursements directly into that payment account. Any withdraws or transfers from your payment account will be subject to the policies, terms, and conditions of Public Mint or other third party payment processor designated in the Payment Instructions.
Changes to Terms or the VideoCoin Network Worker Program. We may update these Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the updated Terms on the VideoCoin Network Worker Site or through other communications. It’s important that you review the Terms whenever we update them or you participate in the VideoCoin Network Worker Program. If you continue to access or use the VideoCoin Network Worker Materials or participate in the VideoCoin Network Worker Program after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, except as otherwise provided in Section 20(f) “Effect of Changes on Arbitration,” you may not use the VideoCoin Network Worker Materials or participate in the VideoCoin Network Worker Program. Because our VideoCoin Network Worker Program is evolving over time, we may change or discontinue all or any part of the VideoCoin Network Worker Program at any time and without notice, at our sole discretion.
Feedback. We welcome feedback, comments and suggestions for improvements to the VideoCoin Network Worker Program (“Feedback”). You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
VideoCoin Network Worker Materials.
Ownership. As between you and us, we or our licensors will own all right, title and interest in and to the VideoCoin Network Worker Materials and all other software and materials used to provide the VideoCoin Network Worker Program.
License Grant. Subject to your compliance with these Terms, we hereby grant you a limited, non-transferable, non-sub-licensable, non-exclusive, revocable, royalty-free license to download, use, and copy the VideoCoin Network Worker Materials Developer Materials solely for purposes of participating in the VideoCoin Network Worker Program and providing Worker Services, and for no other purpose.
License Restrictions. You acknowledge and agree that you have no right to and will not distribute or make the VideoCoin Network Worker Materials available on a stand-alone basis. You will not (a) transfer, sublicense, lease, lend, rent, upload to or host on any website or server, sell or otherwise distribute the VideoCoin Network Worker Materials to any third party; or (b) make the functionality of the VideoCoin Network Worker Materials available to multiple users through any means, including, without, limitation, by uploading the VideoCoin Network Worker Materials to a network or file-sharing service or through any hosting, application services provider, service bureau or any other type of services. You will not modify, translate, reverse engineer, decompile or disassemble the VideoCoin Network Worker Materials. You will not remove, alter or obscure any copyright or other proprietary notice (or any source identifier) included in or with the VideoCoin Network Worker Materials. All rights and licenses not expressly granted in these Terms are reserved and no other licenses or rights, express or implied or by estoppel, are granted.
General Prohibitions and Company’s Enforcement Rights. You agree not to do any of the following:
Tamper with or hack the VideoCoin Network Worker Program, the VideoCoin computer systems, or the technical delivery systems of the VideoCoin Network;
Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the VideoCoin Network Worker Program or VideoCoin Network;
Impersonate or misrepresent your affiliation with any person or entity, or attempt to artificially inflate your reputation score or the number of VID associated with your Account;
Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure designed or intended to secure or protect any video content stored, processed, streamed, or distributed through the VideoCoin Network Worker Program or the VideoCoin Network;
Except to the limited extent necessary to perform Worker Services, access, copy, distribute, or publish any video content included in any video workloads assigned to your Account or otherwise processed through the VideoCoin Network Worker Program or on the VideoCoin Network;
Forge, counterfeit, or attempt to use any fake, counterfeit, or unauthorized VID or other tokens to access or participate in the VideoCoin Network Worker Program, or use any methods to generate or obtain Disbursements other than the authorized methods as described in the VideoCoin Network Worker Program;
Adversely affect the goodwill of the VideoCoin Work Program or the VideoCoin Network;
Violate any applicable law or regulation; or
Encourage or enable any other individual to do any of the foregoing.
Although we are not obligated to monitor access to or participation in the VideoCoin Network Worker Program, we have the right to do so for the purpose of operating the VideoCoin Network Worker Program, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to suspend or terminate the VideoCoin Network Worker Program at any time and without notice. We have the right to investigate violations of these Terms or conduct that affects the VideoCoin Network Worker Program. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Links to Third Party Websites or Resources. The VideoCoin Network Worker Program (including the VideoCoin Network Worker Site) may contain links to third-party websites or resources. Such links are provided only as a convenience and we are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.
Termination. We may terminate your access to and use of the VideoCoin Network Worker Program or the VideoCoin Network Worker Materials, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us. Upon any termination, discontinuation or cancellation of the Services or your Account, the following Sections will survive: 8, 9, 11, 12, 13, 14, 15, 16, 17, 18, 19, and 20. Any Direct Stake associated with your Account at the time of termination will be refunded to you after the applicable unbonding Period. Any Delegated Stake associated with your Account at the time of termination will be refunded to your Delegators.
THE VIDEOCOIN NETWORK WORKER MATERIALS, VIDEOCOIN NETWORK WORKER PROGRAM, AND VIDEOCOIN NETWORK ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the VideoCoin Network Worker Program will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of the VideoCoin Network Worker Program or the VideoCoin Network. You acknowledge and agree that you participate in the VideoCoin Network Worker Program at your own risk and expense, and that we make no guarantee or representation that you will receive any compensation or Disbursements as a result of your participation.
YOU ACCEPT AND ACKNOWLEDGE THAT THERE ARE RISKS ASSOCIATED WITH PARTICIPATING IN THE VIDEOCOIN NETWORK WORKER PROGRAM INCLUDING, BUT NOT LIMITED TO, THE RISK OF FAILURE OF HARDWARE, SOFTWARE AND INTERNET CONNECTIONS, THE RISK OF MALICIOUS SOFTWARE INTRODUCTION, LOSS OF THE VID TOKENS INCLUDED IN YOUR DIRECT STAKE OR ANY DELEGATED STAKE, AND THE RISK THAT THIRD PARTIES MAY OBTAIN UNAUTHORIZED ACCESS TO INFORMATION STORED WITHIN YOUR VID WALLET OR ON THE VIDEOCOIN NETWORK. YOU ACCEPT AND ACKNOWLEDGE THAT WE WILL NOT BE RESPONSIBLE FOR ANY LOSSES, FAILURES, DISRUPTIONS, ERRORS, DISTORTIONS OR DELAYS YOU MAY EXPERIENCE WHEN PARTICIPATING IN THE VIDEOCOIN NETWORK WORKER PROGRAM, INCLUDING ANY LOSS OF VID TOKENS OR FUNDS, HOWEVER CAUSED.
YOU ACCEPT AND ACKNOWLEDGE THAT THERE ARE RISKS ASSOCIATED WITH UTILIZING THE VIDEOCOIN NETWORK, INCLUDING, BUT NOT LIMITED TO, THE RISK OF UNKNOWN VULNERABILITIES IN OR UNANTICIPATED CHANGES TO THE VIDEOCOIN NETWORK PROTOCOL. YOU ACKNOWLEDGE AND ACCEPT THAT WE HAVE NO CONTROL OVER ANY CRYPTOGRAPHIC TOKENS, INLCUDING VID, UTILIZED ON THE VIDEOCOIN NETWORK AND THAT WE WILL NOT BE RESPONSIBLE FOR ANY HARM OR LOSS OCCURRING AS A RESULT OF SUCH RISKS. You have a sufficient understanding of the functionality, usage, storage, transmission mechanisms, and other material characteristics of cryptographic tokens, token storage mechanisms (such as token wallets), distributed ledger technology, and decentralized software systems to understand the terms of the VideoCoin Network Worker Program and to appreciate the risks and implications relating to the VideoCoin Network Worker Program and the VID Tokens.
YOU ARE SOLELY RESPONSIBLE FOR THE PROPER CREATION, STORAGE, BACKUP, TRANSFER AND OTHER USE OF YOUR VID WALLET. WHEN STAKING ANY TOKENS TO A VIDEOCOIN NETWORK WORKER, PLEASE VERIFY THE STAKING ADDRESS YOU HAVE SPECIFIED FOR ACCURACY AND ENSURE THAT THERE ARE NO TYPOS, ERRORS OR INACCURACIES.YOU ASSUME FULL RESPONSIBILITY AND LIABILITY FOR ANY LOSSES FROM ANY INTENTIONAL OR UNINTENTIONAL MISUSE OF YOUR VID WALLET, INCLUDING ANY LOSS RESULTING FROM DESIGNATING A NON-VID COMPLIANT WALLET FOR THE RECEIPT OF TOKENS, DEPOSITING OR STAKING VID TOKENS TO A NON-VID COMPLIANT WALLET OR NON-EXISTENT WALLET, OR ERRORS OR TYPOS IN ANY WALLET ADDRESSES THAT YOU PROVIDE TO ANYONE. WE WILL NOT BE LIABLE TO YOU FOR ANY LOSSES ARISING OUT OF OR IN CONNECTION WITH (I) ACTS OR OMISSIONS BY YOU, (II) SOFTWARE BUGS, ERRORS, OR DOWNTIME IN THE VIDEOCOIN NETWORK OR THE BLOCKCHAIN NETWORK UNDERLYING THE VID TOKEN, (III) FORKS TO THE VIDEOCOIN NETWORK OR THE VID TOKEN, OR (IV) HACKS OR CYBERSECURITY BREACHES BY A THIRD PARTY.
WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR AND WILL NOT BE LIABLE TO YOU FOR YOUR PARTICIPATION IN THE VIDEOCOIN NETWORK WORKER PROGRAM, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, LOST OR MISSING PRIVATE KEYS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED ADDRESSES; (B) SERVER FAILURE; (C) CORRUPTED WALLET FILES; (D) UNAUTHORIZED ACCESS TO APPLICATIONS; OR (E) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTE FORCING OR OTHER MEANS OF ATTACK AGAINST THE VIDEOCOINT NETWORK WORKER PROGRAM 0R THE VIDEOCOIN NETWORK.
WE MAKE NO WARRANTY THAT THE PROGRAM INCLUDING THE SERVERS THAT MAKES THE VIDEOCOIN NETWORK WORKER PROGRAM AVAILABLE, ARE FREE OF VIRUSES OR ERRORS, THAT THE VIDEOCOIN NETWORK WILL BE UNINTERRUPTED, OR THAT DEFECTS WILL BE CORRECTED. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS OF ANY KIND, FROM ACTION TAKEN, OR TAKEN IN RELIANCE ON MATERIAL, OR INFORMATION, CONTAINED OR MADE AVAILABLE THROUGH THE VIDEOCOIN NETWORK WORKER PROGRAM.
Indemnity. You will defend, indemnify and hold harmless us and our officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or participation in the VideoCoin Network Worker Program, (ii) your provision of or failure to provide Worker Services, or (iii) your violation of these Terms.
Limitation of Liability.
NEITHER WE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE VIDEOCOIN NETWORK WORKER PROGRAM WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE VIDEOCOIN NETWORK WORKER MATERIALS OR PARTICIPATE IN THE VIDEOCOIN NETWORK WORKER PROGRAM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
IN NO EVENT WILL OUR TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE VIDEOCOIN NETWORK WORKER MATERIALS OR PARTICIPATE IN THE VIDEOCOIN NETWORK WORKER PROGRAM EXCEED THE GREATER OF (I) DISBURSEMENTS OWNED TO YOU AND NOT PAID BY US BASED ON VIDEO WORKLOADS FOR WHICH YOU HAVE SUCCESSFULLY PERFORMED THE WORKER SERVICES AND RECEIVED A PROOF OF TRANSCODING VERIFIED ON THE VIDEOCOIN NETWORK, OR (II) ONE HUNDRED DOLLARS ($100), IF NO SUCH DISBURSEMENTS ARE DUE AND OWING TO YOU.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.
Governing Law and Forum Choice. These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 20 (Dispute Resolution), the exclusive jurisdiction for all Disputes (defined below) that you and we are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and we each waive any objection to jurisdiction and venue in such courts.
Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and we agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and we are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
Exceptions and Opt-out. As limited exceptions to Section 20(a) above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at firstname.lastname@example.org or by regular mail at 809 Laurel Street #1346, San Carlos, CA 94070 within thirty (30) days following the date you first agree to these Terms.
Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We’ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
Class Action Waiver. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
Effect of Changes on Arbitration. Notwithstanding the provisions of Section 10 (Changes to Terms) above, if we change any of the terms of this Section 20 (Dispute Resolution) after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to email@example.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of our email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and us in accordance with the terms of this Section 20 (Dispute Resolution) as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
Severability. With the exception of any of the provisions in Section 20(e) (Class Action Waiver), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between us and you regarding the VideoCoin Network Worker Program, and these Terms supersede and replace any and all prior oral or written understandings or agreements between us and you regarding the VideoCoin Network Worker Program. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. We may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Notices. Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the VideoCoin Network Worker Site or to your Account. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Waiver of Rights. Our failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of us. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Contact Information. If you have any questions about these Terms or the Services, please contact us at firstname.lastname@example.org.