Terms of Service

1. Acceptance of these Terms

These Terms of Service ("Terms") form a binding agreement between you and Acme Tomato Agency ("we", "us", "our") and govern your access to and use of this website and the video, review, messaging and related services we provide through Acme Review (together, the "Service").

By accessing or using the Service, creating an account, recording or uploading a video, clicking to accept these Terms, or signing an order form that references them, you confirm that you have read, understood and agree to be bound by them. If you do not agree, you must not use the Service.

If you are accepting these Terms on behalf of a business or other organisation, you represent that you have authority to bind that organisation, and "you" refers to both you personally and that organisation.

2. Eligibility

You must be at least 18 years old, or the age of majority in your jurisdiction, to open an account. The Service is designed for businesses and professionals and is not intended for, or directed to, children. We may require reasonable evidence of identity, business standing or authority before activating an account.

3. Definitions

• "Account" means the workspace we create for you, including its users, locations, seats and settings.
• "Content" means any video, audio, image, text, caption, script, file or other material that is uploaded to, generated within, or delivered through the Service.
• "Your Content" means Content that you or your authorised users submit to the Service.
• "Recipient" means an individual you ask us to send a request, message or video to.
• "Subscription" means the paid plan and associated add-ons (locations, seats) you purchase.
• "Third-Party Platform" means a service we integrate with, such as a business-profile listing, social network or messaging provider.

4. Accounts, users and security

You are responsible for the accuracy of the information you provide, for maintaining the confidentiality of all login credentials, and for everything that happens under your Account. You must notify us promptly if you suspect any unauthorised access or security incident.

Seats are personal to the individual they are assigned to and may not be shared or used concurrently by more than one person. You are responsible for your authorised users' compliance with these Terms.

We may suspend or close Accounts that materially breach these Terms, that present a security or legal risk, or that we are required to suspend by law. Where practicable we will give notice and an opportunity to cure.

5. Licence to use the Service

Subject to these Terms and to payment of the applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal business purposes during your Subscription term.

You may not (and must not permit anyone else to) resell, sublicense, time-share or otherwise make the Service available to third parties except as expressly permitted under a separate written agreement; copy, modify, translate, reverse-engineer, decompile or create derivative works from the Service except to the extent that such restriction is prohibited by law; or remove, obscure or alter any proprietary notice.

6. Subscriptions, billing, auto-renewal and taxes

Subscriptions are billed in advance on the cycle stated at the point of purchase (monthly or annual). Unless you cancel before the renewal date, your Subscription will renew automatically for the same term and the payment method on file will be charged the then-current fee. You authorise us and our payment processor to charge that payment method on each renewal.

Fees are exclusive of taxes unless stated otherwise. You are responsible for any sales, use, value-added, goods-and-services, withholding or similar taxes and duties, other than taxes on our net income. If a tax is required to be withheld, the amount payable to us will be grossed up so that we receive the amount we would have received absent the withholding.

We may change fees for a future billing period by giving you reasonable advance notice. If you do not agree to a fee change you may cancel before it takes effect; continuing the Subscription after the change takes effect constitutes acceptance.

If a payment fails, we may retry the charge, suspend the Service after reasonable notice, and charge reasonable reactivation or late-payment costs permitted by law. Add-on quantities (extra locations and seats) are billed on a prorated basis from the date they are added.

Where a Subscription is purchased through an agency or reseller, that party is responsible for billing you; this section applies to them, and disputes about charges should be raised with them first.

7. Free trials and free tier

We may offer a free trial or a free tier. Free offerings are limited in duration, features, storage retention and/or output quality as described in the product, may carry a branding watermark, and may be modified or withdrawn at any time. At the end of a free trial you must choose a paid Subscription to retain access to paid features; we will not charge you without your affirmative election, unless the trial terms expressly state that a Subscription begins automatically and you accepted those terms.

8. Refunds and cancellation

You may cancel your Subscription at any time from your account settings or by contacting us. Cancellation stops future renewals; except where required by law or expressly stated otherwise, amounts already paid are non-refundable and access continues until the end of the paid period.

Where a mandatory consumer-cooling-off right applies to you, you may cancel within the statutory period and receive a refund of amounts paid for the affected Subscription, less any amount for Service already properly supplied.

If we materially fail to provide the Service and do not cure the failure within a reasonable period after written notice, you may terminate the affected Subscription and receive a refund of prepaid, unused fees for the remainder of the term.

9. Acceptable use

You agree not to use the Service, and not to permit anyone else to use it, to do any of the following:

• Upload, record, request or share content that is unlawful, defamatory, obscene, harassing, hateful, discriminatory, violent, or infringing of any third party right.
• Impersonate any person or organisation, or misrepresent an affiliation.
• Collect, scrape or harvest personal information about others without a lawful basis and any consent the law requires.
• Send unsolicited bulk messages, or contact individuals who have asked not to be contacted.
• Record any individual without the consent required by applicable law, or record a minor without appropriate parental or guardian authorisation.
• Record or transmit health information, financial account numbers, government identifiers or other special-category data unless your agreement with us expressly permits it and you hold the necessary consents.
• Interfere with, disrupt, overload or probe the Service or its infrastructure, circumvent rate limits or access controls, or attempt to gain unauthorised access to any system or data.
• Use the Service to build a competing product, or to train a competing model on its outputs.
• Breach marketing, privacy, anti-spam, healthcare-privacy or consumer-protection law, including the TCPA, CAN-SPAM Act, CASL, GDPR, HIPAA and CCPA/CPRA.

10. Your Content and the licence you grant

You retain all ownership rights in Your Content. By submitting Your Content you confirm that you own it or have all necessary rights, licences and consents to share it, and that doing so does not infringe any third-party right.

You grant Acme Tomato Agency a worldwide, non-exclusive, royalty-free licence to host, store, reproduce, transcode, transmit, display, distribute and otherwise process Your Content solely to operate and provide the Service to you, to deliver it to the Recipients you designate, and for related support, security and diagnostic purposes.

This licence ends when Your Content is deleted from the Service, except that we may retain copies (i) as required by law, (ii) in routine backups for a reasonable period, and (iii) in aggregated or de-identified form that no longer identifies you.

We do not acquire any right to use Your Content for marketing, model training or other independent purposes without your separate written consent.

11. Video recording and consent

Where the Service allows customers, employees, patients, clients or other individuals to record videos, you are responsible for obtaining every consent and authorisation required by law before recording, requesting or publishing those videos.

You must ensure that recordings do not contain confidential information, protected health information, or the personal information of minors without appropriate authorisation. You must not use the Service to request or collect health, financial or other sensitive details on camera unless your agreement with us expressly permits it.

You are responsible for telling individuals how their recording will be used, where it will be published, and how long it will be retained, and for honouring any withdrawal of consent they communicate to you.

12. Third-party platforms

Some features publish or syndicate content to Third-Party Platforms (for example business-profile listings, video-sharing sites or social networks). Your use of those platforms is governed by their own terms and policies, and you are responsible for complying with them.

We are not responsible for how a Third-Party Platform reviews, rejects, ranks, displays, restricts or removes content, nor for any change to that platform's API, policies or availability. Platform reviews and ratings belong to the platform and are shown for informational purposes only.

13. Intellectual property

All rights in the Service itself, including software, design, text, graphics, templates, know-how and trademarks other than Your Content, belong to Acme Tomato Agency or its licensors. Nothing in these Terms transfers ownership of those rights to you.

You may not copy, modify, distribute, sell, lease, reverse-engineer or create derivative works from the Service except as expressly permitted by these Terms or by applicable law. If you provide feedback or suggestions, you grant us a perpetual, royalty-free right to use them without obligation to you.

14. Data protection

Our handling of personal information is described in our Privacy Policy, which forms part of these Terms. If we process personal information on your behalf, our Data Processing Agreement (and, where applicable, our Business Associate Agreement) applies and prevails over these Terms to the extent of any conflict on processing matters.

You are responsible for ensuring that you have a lawful basis for the personal information you upload or ask us to process, for providing any required notices to individuals, and for responding to requests from those individuals. We will provide reasonable assistance in line with our agreements.

15. Availability, support and changes

We aim to keep the Service available and to maintain high uptime, but we do not guarantee uninterrupted or error-free operation. Scheduled and emergency maintenance, third-party outages, and events outside our reasonable control can affect availability. Any service-level commitment applies only if it is set out in a separate written agreement.

We provide support through the channels published on this site. Support hours, response targets and included support levels are described there or in your order form.

We may modify, improve, deprecate or discontinue any part of the Service. Where a change materially reduces functionality you rely on, we will give reasonable advance notice where practicable.

16. Disclaimer of warranties

To the maximum extent permitted by law, the Service is provided "as is" and "as available", and Acme Tomato Agency disclaims all warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

We do not warrant that: the Service will meet your requirements; any particular commercial outcome will be achieved, including rankings, review volumes, search visibility, conversion rates or revenue; content will be accepted by a Third-Party Platform; or the Service will be free of interruptions, errors or harmful components.

Nothing in these Terms excludes any warranty or condition that cannot lawfully be excluded, including your statutory rights as a consumer.

17. Limitation of liability

To the maximum extent permitted by law, Acme Tomato Agency will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, opportunity, goodwill, anticipated savings, data or business interruption, even if we were advised of the possibility of such loss.

Our total aggregate liability arising out of or relating to these Terms or the Service will not exceed the greater of (a) the fees you paid to us for the affected Service in the twelve months preceding the event giving rise to the claim, or (b) one hundred US dollars.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded, including liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability which applicable law does not permit to be limited.

Each provision of this section operates separately. If any part is found unenforceable, the remaining parts continue to apply.

18. Indemnity

You agree to indemnify and hold harmless Acme Tomato Agency, its officers, employees, agents and suppliers from and against any claim, loss, liability, demand, fine or expense (including reasonable legal fees) arising out of or relating to: Your Content; your use of the Service in breach of these Terms; your breach of any law or third-party right (including privacy, marketing and healthcare-privacy law); or a claim by a Recipient, individual or Third-Party Platform relating to content you submitted or requested.

We will notify you of any such claim, allow you to participate in its defence to the extent reasonable, and cooperate at your expense. You may not settle a claim in a way that admits fault on our part without our written consent.

19. Term and termination

These Terms apply from the moment you first use the Service and continue until your Account is closed or your Subscription ends.

You may stop using the Service and close your Account at any time. We may suspend or terminate your access if you materially breach these Terms and do not cure the breach within a reasonable period after notice, if required by law, if continuing to provide the Service would create a legal or security risk, or if we discontinue the Service generally.

On termination: your right to use the Service ends immediately; your obligation to pay accrued fees survives; and we will make Your Content available for export for a reasonable period (typically 30 days) before deletion, unless the law requires otherwise. Provisions which by their nature should survive termination continue to apply, including intellectual property, disclaimers, limitation of liability, indemnity, and dispute resolution.

20. Dispute resolution, arbitration and class-action waiver

Before filing a formal claim, you agree to contact us at the address below and attempt to resolve the dispute informally for at least thirty (30) days. Most concerns can be resolved this way.

If the dispute is not resolved informally, you and we agree that it will be resolved by final and binding arbitration administered by a recognised arbitral institution in the jurisdiction where Acme Tomato Agency is established, before a single arbitrator, in the English language. The seat and governing law are set out in section 22.

To the extent permitted by law, you and we each waive any right to bring or participate in a class, collective or representative action, and any right to a jury trial. Arbitration may not be consolidated with any other proceeding without the written consent of all parties.

Nothing in this section prevents either party from (i) seeking injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property or confidential information, or (ii) bringing an individual claim in small-claims court where it qualifies. Where you are a consumer, this section does not deprive you of any mandatory right to bring a claim in, or seek the protection of, the courts of your country of residence.

You may opt out of this arbitration section by sending written notice to the contact address below within thirty (30) days of first accepting these Terms.

21. Notices

Notices to you may be sent to the email address associated with your Account, or posted in-product. You are responsible for keeping that address current. Notices to us must be sent to the contact address below and are effective when received.

22. Governing law and general provisions

These Terms and any dispute arising out of or relating to them are governed by the laws of the United States of America, without regard to conflict-of-law principles.

• Assignment: you may not assign or transfer these Terms without our prior written consent, except to a successor in connection with a sale of substantially all of your business or assets. We may assign these Terms freely.
• Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, labour disputes, internet or telecommunications failures, or acts of government.
• Severability: if a provision of these Terms is found invalid or unenforceable, it will be limited or removed to the minimum extent necessary and the remaining provisions will remain in full force.
• No waiver: a failure or delay in enforcing a provision is not a waiver of that provision or of the right to enforce it later.
• Entire agreement: these Terms, together with the Privacy Policy, any data-processing or business-associate agreement, and any order form, constitute the entire agreement between us on its subject matter and supersede any prior agreement or understanding.
• Independent contractors: nothing in these Terms creates a partnership, joint venture, agency or employment relationship between us.
• Third-party rights: a person who is not a party to these Terms has no right to enforce them, except as required by law.
• Survival: sections which by their nature should survive termination do so.

23. Changes to these Terms

We may update these Terms from time to time. Material changes will be posted on this page with a revised effective date and, where required, communicated to you in advance by email or in-product notice. Your continued use of the Service after the changes take effect constitutes acceptance. If you do not agree to a change, you may stop using the Service and close your Account before it takes effect.

24. Contact

Questions about these Terms can be sent by emailing support@getvidthanks.com or calling +1 5551212. Our registered address is at 2406 Columbia Pike, Arlington, VA, 22204, United States.

• Operator: Acme Tomato Agency.
• Primary contact: John Davies.
• Legal contact email: support@getvidthanks.com.
• Telephone: +1 5551212.
• Mailing address: 2406 Columbia Pike, Arlington, VA, 22204, United States.

1. Parties, structure and order of precedence

This Master Services Agreement ("MSA", "Agreement") is entered into between Acme Tomato Agency ("Supplier", "we", "us", "our") and the legal entity identified in the accepted order form, statement of work or online acceptance flow ("Client", "you").

This MSA sets out the framework terms that govern every Order Form, Statement of Work ("SOW"), service order and subscription the parties execute for the Acme Review services (the "Services"). Each Order Form or SOW is governed by this MSA even where it is executed after the effective date.

Order of precedence in the event of conflict: (a) the signed Order Form or SOW, but only for commercial terms expressly identified as superseding this MSA; then (b) this MSA; then (c) the Privacy Policy; then (d) any product documentation, help-centre article or acceptable-use policy referenced in the Order Form. A Data Processing Agreement, where applicable, prevails over this MSA on processing matters only.

• No purchase order, vendor portal term, clickthrough or invoice annotation varies this Agreement unless signed by an authorised representative of both parties.
• If you accept this Agreement on behalf of a company, you represent that you are authorised to bind that company, and "Client" includes that company and its Affiliates named on an Order Form.
• "Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where control means more than fifty per cent of the voting securities or equivalent authority.

2. Services, scope and statements of work

We will provide the Services described in the applicable Order Form or SOW with reasonable skill, care and diligence, in accordance with applicable law and good industry practice, using suitably qualified personnel.

Each SOW will describe, as applicable: the Services and deliverables; the acceptance criteria; the project timeline and milestones; the client responsibilities and dependencies; the named personnel; the fees and payment schedule; and any service levels that differ from those in this MSA.

Unless expressly stated in an Order Form, the Services are provided on a subscription basis and do not include: custom development; onsite work; data migration beyond the documented import tools; third-party licence costs; or professional services days, all of which require a separate SOW.

You are responsible for providing accurate instructions, timely access to systems and personnel, and the decisions and approvals reasonably required for us to perform. Delays caused by your failure to meet those obligations extend affected timelines and may attract additional charges on a time-and-materials basis where stated in the SOW.

3. Client responsibilities and acceptable use

You are responsible for your own content, for the accuracy of the data you submit, and for the lawfulness of your marketing, messaging and video-recording activities. Where the Services are used to contact individuals or record testimonials, you must hold every consent and lawful basis that applicable law requires.

You must not use the Services to send unsolicited bulk communications, to record any individual without the consent required by law, to process special-category or protected health information except where a Data Processing Agreement or Business Associate Agreement expressly permits it, or to build a competing product.

You must keep account credentials confidential, allocate seats only to named individuals, and notify us without undue delay of any suspected unauthorised access.

4. Fees, invoicing, taxes and payment terms

Fees are set out in the Order Form and are exclusive of value-added, sales, use, goods-and-services, withholding and similar taxes, duties and levies, other than taxes on our net income.

Unless the Order Form states otherwise, invoices are payable in the currency stated within thirty (30) days of the invoice date, by the payment method specified. Subscription fees are billed in advance; usage-based and overage fees are billed in arrears.

Late amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid. If an undisputed invoice remains unpaid for more than thirty (30) days after written notice, we may suspend the affected Services on ten (10) business days' written notice.

You are responsible for any reasonable costs of collection, including legal fees, for undisputed amounts. Fees are non-refundable except where this Agreement or applicable law expressly provides otherwise.

We may adjust fees for a renewal term by giving at least sixty (60) days' written notice before that term begins. Fee adjustments do not apply to a term already paid for.

• Expenses: pre-approved travel and third-party costs are reimbursed at cost against receipts.
• Set-off: neither party may set off disputed amounts without the other's written agreement or a final, non-appealable order.
• Purchase-order numbers: you must provide a valid purchase-order number if your internal controls require one; a missing number does not relieve payment obligations for Services actually delivered.
• Currency and indexation: where an Order Form is denominated in a currency other than United States dollars, either party may request re-denomination at renewal if exchange rates have moved by more than ten per cent.

5. Subcontracting and personnel

We may use subcontractors and Affiliates to perform the Services, provided we remain responsible for their performance and impose obligations on them no less protective than those in this Agreement.

We will maintain a current list of subprocessors that handle Client Personal Data, will give notice of new subprocessors where a Data Processing Agreement so requires, and will give you a reasonable opportunity to object on data-protection grounds.

Where personnel are assigned to you, we will use reasonable efforts to maintain continuity and will give reasonable notice of any replacement. Neither party will solicit the other's personnel who are directly involved in the Services during the term and for six (6) months afterwards, excluding responses to general public advertising.

6. Confidentiality

Each party may receive information that the disclosing party identifies as confidential, or that a reasonable recipient would understand to be confidential given its nature and the circumstances of disclosure ("Confidential Information").

The receiving party will: use Confidential Information only to perform its obligations under this Agreement; protect it with at least the care it uses for its own similar information and no less than reasonable care; and disclose it only to personnel and professional advisers who need to know and are bound by confidentiality obligations.

Confidential Information does not include information that: is or becomes publicly available without breach; was lawfully known to the recipient without a duty of confidence; is received from a third party without breach; or is independently developed without use of the disclosing party's Confidential Information.

The recipient may disclose Confidential Information where compelled by law or a competent authority, provided it gives prompt notice where lawful and reasonably cooperates in limiting the disclosure. Confidentiality obligations survive for five (5) years after termination, and indefinitely for trade secrets and personal data.

7. Intellectual property

We retain all rights, title and interest in the Services, the platform, our software, documentation, templates, methodologies, know-how and any pre-existing materials ("Supplier Materials"). We grant you a non-exclusive, non-transferable, non-sublicensable right to use the Services and any incorporated Supplier Materials during the term, for your internal business purposes, in accordance with this Agreement.

You retain all rights, title and interest in your content, data and materials ("Client Materials"). You grant us a limited licence to host, reproduce, transmit, adapt and process Client Materials solely to provide and support the Services, secure the platform, and comply with law.

Where an SOW provides for bespoke deliverables, ownership of those deliverables assigns to you on full payment, excluding any Supplier Materials embedded in them, for which we grant a perpetual, non-exclusive, royalty-free licence to use as incorporated in the deliverable.

Neither party grants any rights except as expressly stated. If you provide feedback, you grant us a perpetual, irrevocable, royalty-free right to use it without attribution or obligation.

You are responsible for ensuring that Client Materials, and our use of them as contemplated by this Agreement, do not infringe the rights of any third party.

• Publicity: neither party may issue a press release or public statement referring to the other without prior written consent, except that we may list your name and logo in customer lists where you have consented in writing or in the Order Form.
• Aggregated data: we may create aggregated, de-identified statistics about use of the Services and use them to operate, benchmark, improve and market the Services, provided they never identify you, your clients or any individual.
• Residuals: nothing in this Agreement prevents either party from using general knowledge, skills and experience retained in unaided memory that does not contain Confidential Information.

8. Data protection and security

Each party will comply with the data-protection laws applicable to it. Where we process personal data on your behalf, we act as processor (or business associate, where a BAA applies) and you act as controller, and the executed Data Processing Agreement governs that processing.

We will maintain a written information-security programme with administrative, technical and physical safeguards appropriate to the risk, including encryption in transit and at rest, access controls, logging and monitoring, vulnerability management, secure development practices, business-continuity and disaster-recovery arrangements, and vendor due diligence.

We will notify you without undue delay after becoming aware of a personal-data breach affecting your data, provide the information reasonably required for your own notification obligations, and cooperate in reasonable remediation.

Where the Services are used in a regulated environment, additional obligations (HIPAA, PCI DSS scope, financial-sector outsourcing rules) apply only where expressly documented in a signed addendum.

9. Service levels, support and credits

Where an Order Form specifies a service-level commitment ("SLA"), the following applies unless the Order Form states otherwise: the availability target is measured monthly, excluding scheduled maintenance notified at least forty-eight (48) hours in advance, emergency maintenance, and downtime caused by your acts, third-party platforms, or force majeure.

If we fail to meet the monthly availability target, you may request a service credit calculated against the monthly fee for the affected Service as follows: 99.0%–99.9% availability, 5% credit; 95.0%–98.99%, 10% credit; below 95.0%, 25% credit. The total credit in any month will not exceed 25% of the monthly fee for the affected Service.

Service credits are your sole and exclusive financial remedy for availability failures, must be requested within thirty (30) days after the end of the affected month, and may be applied against future invoices rather than refunded in cash.

Support is provided through the channels published in the Order Form or product documentation, during the stated support hours, with the stated severity definitions and response targets. Response targets are targets, not guarantees, unless expressly stated as committed.

10. Warranties

Each party warrants that it has full power and authority to enter into this Agreement and that doing so does not breach any other agreement by which it is bound.

We warrant that: the Services will perform materially in accordance with the applicable documentation under normal use; we will provide the Services with reasonable skill and care; and we will not knowingly introduce malicious code into the Services.

Your exclusive remedy for breach of the performance warranty is for us to correct the non-conformity or, if we cannot do so within a reasonable period, for you to terminate the affected Order Form and receive a refund of prepaid, unused fees for that Order Form.

Except as expressly stated, and to the maximum extent permitted by law, the Services are provided "as is" and we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, title and non-infringement. We do not warrant any commercial outcome, search ranking, review volume, deliverability rate, platform acceptance, or uninterrupted operation.

11. Indemnification

We will defend you and your Affiliates against any third-party claim alleging that the Services, as provided by us and used in accordance with this Agreement, infringe a patent, copyright, trademark or trade secret, and will indemnify you against damages and costs finally awarded or agreed in settlement.

If an infringement claim is made or threatened, we may at our option and expense: procure the right for you to continue using the affected Service; modify it so it becomes non-infringing while retaining substantially equivalent functionality; or terminate the affected Order Form and refund prepaid, unused fees. This section states our entire liability for third-party intellectual-property claims.

You will defend us and our Affiliates against any third-party claim arising from: Client Materials; your use of the Services in breach of this Agreement or applicable law; your marketing, messaging or recording activities, including any claim that you lacked a required consent; or your breach of a third party's intellectual-property, privacy or publicity rights, and will indemnify us against damages and costs finally awarded or agreed in settlement.

The indemnified party must: give prompt written notice of the claim; allow the indemnifying party to control the defence and settlement, provided no settlement admits fault on the indemnified party's part or imposes a non-monetary obligation without its written consent; and provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate with counsel of its own choosing at its own cost.

12. Limitation of liability

Subject to the exclusions below, and to the maximum extent permitted by law, neither party will be liable for indirect, incidental, special, punitive, exemplary or consequential loss, or for loss of profit, revenue, anticipated savings, goodwill, business opportunity, or loss or corruption of data, even if advised of the possibility of such loss.

Subject to the exclusions below, each party's total aggregate liability arising out of or in connection with this Agreement is capped at the total fees paid or payable by you under the Order Form giving rise to the claim in the twelve (12) months preceding the event giving rise to the claim.

The following are excluded from the cap and from the exclusion of indirect loss, and are instead capped at two (2) times the amount in the preceding paragraph: your payment obligations; either party's indemnification obligations under section 11; and breach of confidentiality under section 6.

Nothing in this Agreement limits or excludes liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; wilful misconduct; or any liability that applicable law does not permit to be limited or excluded.

Each limitation is separate and severable, and applies whether the claim arises in contract, tort (including negligence), statute or otherwise, and whether or not a limited remedy is found to have failed of its essential purpose. The parties acknowledge that the fees reflect this allocation of risk.

13. Insurance

Each party will maintain, with reputable insurers, the insurance coverages required by law and customary for its business, and will provide evidence of cover on reasonable written request. We will maintain, where we handle personal data or perform services on your premises: commercial general liability; professional indemnity (technology errors and omissions); cyber and privacy liability; and workers' compensation as required by law.

14. Audit, records and benchmarking

We will keep accurate records of the Services provided and of fees charged for the period required by applicable law. On at least thirty (30) days' written notice, and no more than once in any twelve-month period (unless a regulator or an audit reveals a material issue), you may audit our compliance with this Agreement during normal business hours, at your cost, under confidentiality, in a manner that does not disrupt our operations or breach the confidentiality of other clients.

We will respond to reasonable security and compliance questionnaires once per year at no charge. Any additional audit, onsite assessment, or dedicated compliance review is chargeable on a time-and-materials basis where stated in the Order Form.

Where we make a benchmark or performance comparison available to you, it is provided for information only and does not create a warranty or a service-level commitment.

15. Term, renewal, suspension and termination

This MSA starts on the effective date and continues until all Order Forms have expired or been terminated. Each Order Form has the term stated in it and renews as stated there; if no renewal is stated, it renews for successive periods equal to the initial term unless either party gives written notice of non-renewal at least thirty (30) days before the renewal date.

Either party may terminate this Agreement or an affected Order Form immediately on written notice if the other party materially breaches it and fails to cure within thirty (30) days after written notice (or ten (10) days for failure to pay undisputed fees).

Either party may terminate immediately if the other becomes insolvent, enters administration, liquidation or receivership, makes a general assignment for the benefit of creditors, or ceases to carry on business.

We may suspend the Services in whole or in part where: fees are undisputed and overdue by more than thirty (30) days after notice; suspension is required by law or a competent authority; or your use presents an imminent security, legal or platform-integrity risk. We will limit a suspension to the affected scope and duration and will restore service promptly once the cause is resolved.

On termination of an Order Form: you must pay all accrued fees; we will make your data available for export for thirty (30) days; and thereafter we will delete it in accordance with the Privacy Policy and any Data Processing Agreement, subject to legal retention obligations. Sections which by their nature survive termination — confidentiality, intellectual property, indemnities, limitation of liability, records, and general provisions — continue to apply.

• Termination for convenience: only where expressly granted in the applicable Order Form, and then subject to payment of the remaining fees for the committed term.
• Transition assistance: on request at termination, we will provide reasonable transition assistance for up to thirty (30) days at our then-current professional-services rates.
• Survival of licences: any perpetual licence granted in an Order Form survives termination of that Order Form.

16. Compliance, sanctions and anti-corruption

Each party will comply with the anti-bribery, anti-corruption, export-control, sanctions and anti-money-laundering laws applicable to it, including the US Foreign Corrupt Practices Act, the UK Bribery Act, and applicable EU and UN sanctions regimes. Neither party will offer or accept any improper payment in connection with this Agreement.

You represent that neither you nor any of your personnel are the subject of sanctions, are located in a comprehensively sanctioned territory, or appear on any restricted-party list. We may suspend the Services where continued provision would breach sanctions or export-control law.

Where the Services are used in a regulated sector, you are responsible for any sector-specific regulatory approvals required for your own activities.

17. Dispute resolution and governing law

The parties will first attempt in good faith to resolve any dispute arising out of or in connection with this Agreement through escalation to a senior representative of each party within fifteen (15) business days of written notice of the dispute.

If escalation does not resolve the dispute, the parties will refer it to mediation administered by a recognised mediation provider before commencing litigation or arbitration, except where urgent injunctive relief is required.

This Agreement and any dispute arising out of or in connection with it are governed by the laws of the jurisdiction in which Supplier is established, excluding its conflict-of-laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

The courts of that jurisdiction have exclusive jurisdiction, except that either party may seek injunctive or equitable relief in any competent court to protect its intellectual property or Confidential Information.

18. General provisions

This Agreement, together with all Order Forms, SOWs, the Privacy Policy, and any Data Processing Agreement or Business Associate Agreement, constitutes the entire agreement between the parties on its subject matter and supersedes all prior discussions and representations.

• Assignment: neither party may assign this Agreement without the other's prior written consent, except to a successor in connection with a merger, reorganisation or sale of substantially all of its assets, provided the successor assumes all obligations.
• Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, epidemic, war, terrorism, civil unrest, industrial action, widespread internet or utility failure, or acts of government. The affected party must notify promptly and use reasonable efforts to mitigate. If a force majeure event continues for more than sixty (60) days, either party may terminate the affected Order Form on written notice.
• Notices: legal notices must be in writing and are effective on delivery when sent by hand, courier or tracked international mail, or on the next business day when sent by email to the address stated in the Order Form, provided no bounce-back is received.
• Severability: if a provision is found invalid or unenforceable, it is limited or severed to the minimum extent necessary and the remainder continues in full force.
• No waiver: a failure or delay in exercising a right is not a waiver of it or of any other right.
• Independent contractors: the parties are independent contractors; nothing creates a partnership, joint venture, agency or employment relationship.
• Third-party rights: a person who is not a party has no right to enforce this Agreement, except as required by law.
• Counterparts and electronic signature: this Agreement may be executed in counterparts, including electronically, each of which is an original and all of which together form one instrument.
• Publicity and reference: we may identify you as a client only where you have consented in writing, and may not disclose commercial terms without your consent.
• Interpretation: headings are for convenience only and do not affect interpretation; "including" means "including without limitation"; and references to a statute include its re-enactment or replacement.

19. Notices and contact

Questions about this Agreement, notices of breach, indemnity claims and termination notices can be sent by emailing support@getvidthanks.com or calling +1 5551212. Our contracting entity for this Agreement is Acme Tomato Agency, trading as Acme Tomato Agency.

You are responsible for keeping the contact and billing details on your Order Form current. Notices sent to the most recent address on file are effective even if you have not updated it.