4.1. SaaS. VideoEngager’s platform is advanced Software as a Service (“SaaS”) platform that enables you or your customer/site visitor to initiate real-time ‘face-to-face’ communication with you or your agent that also use the VideoEngager’s platform by using text, voice and video communication.

4.2. Term. This Agreement will commence upon the Effective Date and continue for the term set forth in the Registration Process (the “Initial Term”) unless terminated earlier pursuant to Section 4. If no Initial Term is set forth during the Registration Process, the Initial Term shall be deemed to be twelve (12) months. Following the Initial Term, this Agreement shall renew for consecutive terms of the same length as the Initial Term (each a “Renewal Term”) unless either party provides written notice to the other party at least sixty (60) days prior to the expiration of the then-current term (or if another notice period is set forth in the applicable Registration Process such other notice period shall apply). Upon request, Company shall acknowledge the commencement of each Renewal Term in writing.

4.3. As between the parties, all title, ownership rights, and intellectual property rights (including all copyrights, patents, trade secret rights and trademarks) in and to the Service shall remain in and with VideoEngager.

4.4. You are responsible to make any necessary preparations for use of the Service at your sole cost and expense unless you have purchased set up services from VideoEngager. You shall only use the medium that is appropriate for the server or computer, which the Service is to be utilized.

4.5. You are granted a non-exclusive, non assignable, non transferable, revocable, limited license during the corresponding period for which you paid the license fee, to use the Service, subject to the terms and conditions of these Terms. All rights not expressly granted to you under these Terms remain with VideoEngager, and VideoEngager continues to be the sole owner of the Service.

4.6. This Service license will automatically terminate if you fail to comply with any term hereof; such failure will provide VideoEngager with the option to search for legal remedies.

4.7. In consideration of the applicable license selected by you, you shall pay VideoEngager the applicable license fee published on the Site, unless otherwise agreed to in writing signed by the Parties. The license fee shall be due and payable according to the agreed upon terms. If you are in arrears in payment, VideoEngager may, without derogating from other remedies, suspend or terminate the Service.

4.8. If you are part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the Service is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defence Federal Acquisition Regulation Supplement as applied to military agencies. The SaaS is a “commercial item”, “commercial computer software” and “commercial computer software documentation”. In accordance with such provisions, any use of the SaaS by the Government shall be governed solely by the terms of these Terms.

4.9. Company’s Compliance with Laws. You shall as required by applicable law, provide notice to your customers and obtain consent if required for use of VideoEngager’s technology in your privacy policy and as otherwise required.

4.10. Intellectual Property Rights. VideoEngager shall retain all rights to its Services and software (including without limitation any materials or code provided as part of the Professional Services), Brands, technologies, information, trade secrets, know how, intellectual property, information and data generated by VideoEngager, LeadSecure or VideoEngager’s/LeadSecure’s systems, whether pre-existing, or created after the Effective Date, including any modifications, enhancements and derivatives thereof (including, without limitation, metrics, data and information generated by such Services and software). No implied licenses are granted herein.

4.11 Confidential Information. VideoEngager and you understand and agree that in connection with the negotiation and performance of this Agreement, each party may have had or have access to or may have been or be exposed to, directly or indirectly, private or confidential information of the other party, including, but not limited to, trade secrets, computer programs and code, scripts, algorithms, features and modes of operation, inventions (whether or not patentable), techniques, processes, methodologies, schematics, testing procedures, software design and architecture, design and function specifications, analysis and performance information, documentation, details of its products and services, as well as names and expertise of, and information relating to, vendors, employees, consultants, customers and prospects, know-how, ideas, and technical, business, financial or marketing information and strategies and any other information that the receiving party reasonably should know is confidential (“Confidential Information”). Each party agrees to hold and treat all Confidential Information of the other party in confidence and will protect the Confidential Information with the same degree of care as each party uses to protect its own Confidential Information of like nature. The Confidential Information will not, without the prior written consent of the other party, be disclosed to any third party except that the receiving party may disclose the Confidential Information or portions thereof to (a) its directors, officers, employees, agents and representatives on a need-to-know basis or (b) as may be required by law, applicable regulation or judicial process, provided, however, that if the receiving party is required to disclose such Confidential Information under this Section 5.12, the receiving party shall promptly notify the disclosing party of such pending disclosure and consult with the disclosing party prior to such disclosure as to the advisability of seeking a protective order or other means of preserving the confidentiality of the Confidential Information. Notwithstanding anything contained herein to the contrary, Confidential Information does not include any information that (i) at the time of the disclosure or thereafter is lawfully obtained from publically available sources generally known by the public (other than as a result of a disclosure by the receiving party or its representatives); (ii) is available to the receiving party on a non-confidential basis from a source that is not and was not bound by a confidentiality agreement with respect to the Confidential Information; or (iii) has been independently acquired or developed by the receiving party without violating its obligations under this Agreement or under any federal or state law. This Section shall supersede any previous agreement relating to confidential treatment and/or non-disclosure of Confidential Information; provided, however, that any information disclosed pursuant to that earlier agreement shall be deemed to be Confidential Information and protected under the terms of this Agreement as if this Agreement had been in place at the time of such disclosures.

4.12. Use Restrictions.

Except as expressly and unambiguously permitted by these Terms, you shall not, nor permit anyone else to, directly or indirectly:

– modify, alter, change, rename, merge, adapt, translate, reverse engineer, disassemble, copy, duplicate, distribute, reproduce, create derivative works from, license or sublicense the Service, or transfer, sell, or convey the Service or any right in the Service to anyone else without the prior written consent of VideoEngager;

– derive or attempt to derive the source code or structure of all or any portion of the SaaS by reverse engineering, disassembly, decompilation or any other means;

– violate the laws of any jurisdiction where the Service will be utilized;

– use the Service to develop any application having the same primary function as the Service;

– use the Service to provide time-sharing or service bureau services to third parties;

– use the Service to advocate an illegal activity, discuss any intent to commit an illegal act, and/or libel or defame any entity or person;

– use the Service to exploit or harm minors by exposing them to inappropriate content, asking for personally identifiable details or otherwise;

– use the Service to show, sell, promote and distribute porn

– use the Service to involve in illegal activities including, but not limited to selling guns and, hosting auctions for human trafficking

– use the Service to infringe any intellectual property rights of any entity or person, including without limitation any third party copyrights or trademarks;

– use the Service to commit a “pyramid” or similar scheme;

– use the Service to misrepresent your identity or affiliation;

– use the Service to hyperlink to web sites that contain content that falls within any of the descriptions set forth above;

– use the Service under any name other than VideoEngager, and

– sell the Service or otherwise profit by allowing third parties to use the Service.

– sublicense any intellectual property of VideoEngager to third parties or sell, resell, rent, sublicense or lease the Services to third parties,

– use the Services to store or transmit malicious code,

– interfere with or disrupt the integrity or performance of the Services or third-party data contained therein,

– attempt to gain unauthorized access to the Services or their related systems or networks,

– alter, copy, move or delete any tags or code placed as part of the Services except as provided by VideoEngager, or

– place tags on website pages not pre-approved by VideoEngager in writing.

4.13 Your Content. The Service permits the submission of Content by you and other users for use through the Service (“Your Content) in areas to which you can control access by others. VideoEngager may access all Content for quality assurance purposes.

VideoEngager does not review all information and Content that may be viewed through the Service. You acknowledge that VideoEngager is merely acting as a passive conduit by allowing you to submit your Content and information to others through the Service and is not liable for any Contents viewed through the Service. You shall be solely responsible for your Content and the consequences of posting or publishing them. VideoEngager has the right in its sole discretion and without further notice to you, to monitor, censor, edit, remove, delete, and/or remove any and all your Content posted by you.

You represent and warrant that you own or have the necessary rights and permissions to use and authorize VideoEngager to use all Intellectual Property Rights in and to any of your Content, and to enable inclusion and use thereof as contemplated by the Site and these Terms. “Intellectual Property Rights” means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic. You retain all of your ownership rights in your Content.

You hereby grant to VideoEngager a worldwide, royalty-free, non-exclusive, sub licenseable and transferable right and license to use, upload, copy, store, reproduce, modify, publish, distribute, perform, display, and transmit the your Content for the purpose of performing Services pursuant to these Terms or for marketing/advertising activities of VideoEngager. You agree that you shall have sole responsibility and liability for: (i) acquiring any and all authorization(s) necessary for use of your Content as contemplated by these Terms; (ii) the completeness and accuracy of all of your Content and other materials provided to VideoEngager by you pursuant to these Terms; and (iii) ensuring that your Content does not infringe or violate any patents, copyrights, trademarks or other intellectual property rights, or misappropriate the trade secret, or violate the privacy rights of any third party.

VideoEngager does not control or endorse the Content of any other materials or information viewed through the Service. Content that is disclosed to people via the Service may be viewed, printed, and used by anyone that has access. VideoEngager may, in its sole and exclusive discretion, but shall have no duty to, prevent the disclosure of materials or remove materials from the Service at any time. VideoEngager shall not be liable for any Content that you submit to a third party via Service.

You understand that when using the Service, you may be exposed to user’s Content that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against VideoEngager with respect thereto, and agree to indemnify and hold VideoEngager, its owners, affiliates, employees, agents and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Service.

You hereby acknowledge and agree that VideoEngager and its third party suppliers and licensors exclusively own all rights, title and interest in the Service and Intellectual Property Rights therein. You also acknowledge that the Service contains confidential and proprietary information and trade secrets belonging to VideoEngager, its third party suppliers and licensors, and that nothing herein gives you any right, title or interest in the Service except for your limited express rights granted pursuant to these Terms. Any questions, comments, suggestions, ideas, feedback or other information about the Services provided by you to VideoEngager is non-confidential and VideoEngager (employee, partner as well as any contractor of VideoEngager) shall be entitled to the unrestricted use and dissemination of such information for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

4.14. Updates and Changes to the Service: Cancellation.

VideoEngager, in its sole and absolute discretion, may update, change, restrict, modify, and/or cancel the Service or portion thereof at any time, for any or no reason, without any liability whatsoever.

4.15. Use of Brands; Press Releases.

VideoEngager may use the your name or your company’s name, trade name, trademarks and icons (collectively, the “Brands”) (i) in connection with the Services provided, and (ii) for certain marketing and promotional purposes as mutually agreed upon by both parties.