Vumedi Terms of Use

Last Updated: April 2, 2026

1. WELCOME

Welcome to Vumedi, a video education platform for healthcare professionals, which is owned and operated by Vumedi, Inc. and its controlled affiliates and subsidiaries ("Vumedi," "We," "Us," or "Our"). These terms and all policies and guidelines incorporated by reference herein (collectively, these "Terms of Use") apply to your ("You" or "Your") access to and use of Vumedi's websites and mobile applications, including any related services (collectively, the "Site"). For example, the Site includes Videos, Interactive Areas, and the SMS Service (defined below). PLEASE READ THESE TERMS OF USE CAREFULLY. BY REGISTERING AS A VUMEDI USER OR OTHERWISE ACCESSING OR USING THE SITE, YOU AGREE YOUR ACCESS AND USE WILL BE BOUND BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO EVERY PORTION OF THESE TERMS OF USE, DO NOT ACCESS OR USE THE SITE. WE SUGGEST YOU PRINT A COPY OF THESE TERMS OF USE FOR YOUR RECORDS. NOTHING IN THESE TERMS OF USE WILL BE CONSTRUED TO CONFER ANY RIGHTS OR BENEFITS TO THIRD PARTIES.

These Terms of Use do not alter in any way the terms or conditions of any other agreement You may have with Us for products, services or otherwise. Your access to and use of the Site are subject to, and expressly conditioned upon Your agreement to, these Terms of Use. If You are accessing or using the Site on behalf of any entity, You represent and warrant that You are authorized to accept these Terms of Use on such entity's behalf, and that such entity will be responsible for and indemnify Us for violations of these Terms of Use.

If You have any question regarding access to or use of the Site, please refer first to the FAQ posted on the Site. For all other questions or comments about the Site, its contents, or these Terms of Use, please email contact@vumedi.com.

2. DEFINITIONS

In these Terms of Use, these capitalized terms have the following meanings:

  • "AAA Rules" means the contents of the AAA publications "Commercial Arbitration Rules" and "Supplementary Procedures for Consumer Related Disputes." The AAA Rules are available at https://www.adr.org/sites/default/files/CommercialRules_Web_FINAL_1.pdf or by calling the AAA at 1-800-778-7879.
  • "Interactive Areas" means, collectively, any features or portions of the Site that enable You to submit, upload, publish, transmit, display, access, or otherwise interact with content or functionality, including without limitation user profiles, video players and related engagement tools (such as commenting, sharing, bookmarking, and rating), discussion forums, messaging or communication features, surveys, polls, webforms, blogs and blog comments, and any areas that support the hosting, distribution, or storage of User Content.
  • "Privacy Policy" means Our privacy policy, available at https://www.vumedi.com/public/pages/privacy/.
  • "Materials" means the Site and all content, functionality, features, and other materials on the Site, including, but not limited to, the Vumedi logo, User Content, and all designs, text, graphics, logos, icons, images, photographs, audio clips, Videos, digital downloads, data compilations, software and the selection, design, and arrangement thereof.
  • "SMS" means text-based communications to a phone or telephonic paging device, such as text messages.
  • "User Content" means, collectively, content, messages, materials, data, information, text, music, sound, photos, video, graphics, code or other items or materials You or others create, post, store, or otherwise provide on the Site.
  • "Videos" means videos (audiovisual material) made available on the Site.

Other capitalized terms are defined throughout these Terms of Use.

3. PRIVACY

a. Privacy Policy

Our Privacy Policy explains how We collect, use and disclose personal information, including when you access or use the Site. For example, it applies to personal information contained in User Content you provide on the Site, including how we disclose such personal information in response to valid law enforcement requests. Please review Our Privacy Policy for information about how We handle personal information in relation to the Site, including important information about Our cross-border transfers of personal information.

b. SMS Terms

By providing Your mobile number to Us and providing any other authorization that may be required under applicable law, You agree to receive SMS from and on behalf of Us through your wireless provider to such mobile number, even if (to the extent permitted under applicable law) Your mobile number is registered on a state or federal "do not call" list. SMS may be sent using an automatic telephone dialing system or other technology, for example technology that involves artificial or pre-recorded messages. Depending on Your authorizations and applicable law, SMS may include updates, alerts, and information (e.g., account alerts) and/or promotions, specials, and other marketing offers (e.g., information about sponsored Videos) (collectively, the "SMS Service").

You may opt out of SMS at any time by replying "STOP" to any text, at which point You will receive one more text message confirming Your opt-out. For help, You can reply with the keyword "HELP" for more assistance. For more information, including to contact Us directly via Our mailing addresses or Our contact webform, visit our Contact page, or email contact@vumedi.com directly. Participation in promotions/marketing SMS is not a condition of accessing or using the Site. Your participation in promotions/marketing SMS is completely voluntary. Do not provide Your phone number to Us for promotions/marketing SMS if You are younger than eighteen (18) years old.

We do not charge for participation in the SMS Service, but You are solely responsible for all charges and fees related to SMS, including charges from Your wireless provider. Not all mobile devices may be supported and SMS may not be deliverable in all areas. Message frequency varies. Message and data rates may apply. Check Your mobile plan and contact Your wireless provider for details. We may change the short code or telephone number from which SMS are sent and We will notify You of these changes. You acknowledge that any messages, including any STOP or HELP requests, You send to a short code or telephone number We have changed may not be received and We are not responsible for honoring requests made in such messages.

We and the wireless carriers supported by the SMS Service are not liable for delayed or undelivered messages. If You provided an invalid phone number, you may not receive SMS from Us until You provide a valid phone number. If You get a new mobile number, You will need to re-enroll in the SMS Service with Your new number. To the extent permitted by applicable law, You agree We are not liable for failed, delayed, or misdirected delivery of any information sent through the SMS Service, any errors in such information, and/or any action You may or may not take in reliance on the information or SMS Service.

4. THE SITE

a. Eligibility and Registration on the Site

For most aspects of the Site, before You start accessing or using the Site, You must complete Our online registration process by providing accurate, current and complete information about You, including your professional credentials (Your "Registration Data"), accept these Terms of Use and the Privacy Policy, and then click on the button "Join Vumedi," as shown on the registration page of the Site. By completing the registration process, You represent that (i) You are at least eighteen (18) years of age, (ii) You are legally authorized to submit a registration form on Your own behalf, (iii) You are a physician, medical student, or other healthcare professional, and (iv) Your Registration Data is accurate and complete, and not subject to any restrictions such that Vumedi may use such information to provide access to and use of registration-gated portions of the Site and as otherwise described in our Privacy Policy. Upon Our acceptance of Your registration form, in Our sole discretion, We will provide You with log-in identification and a unique password ("Account Credentials") to enable You to access Your account. While We take reasonable and appropriate steps to help protect Account Credentials from loss, theft, misuse and unauthorized access, use, disclosure, alteration, and destruction, You will be solely responsible for the safe custody of Your Account Credentials and for avoiding their misuse by any third party. We do not guarantee the continued availability of the Site or Your account to You. We reserve the right to deny Your registration request or to terminate or suspend Your account at any time, with or without any reason. In consideration of Your use of the Site, You agree to: (i) maintain the security of Your Account Credentials, (ii) maintain and promptly update Your Registration Data, and any other information You provide to Us in connection with your account (collectively, Your "Account Data"), to keep Your Account Data accurate, current and complete; and (iii) accept all risks of unauthorized access to Your Account Data.

b. Prohibited Activities

You may access and use the Site only in compliance with these Terms of Use and for lawful purposes. By accessing the Site, You agree that You will not:

  • Use the Site in any manner that violates applicable federal, state, or local laws, regulations, or professional obligations, including those governing patient privacy, medical practice, or communications.
  • Use the Site in any way that violates or conflicts with any agreement to which You are a party, including agreements with Your employer or affiliated institutions.
  • Misrepresent Your identity or affiliation with any individual or entity, including by using misleading names, email addresses, or other identifiers, or fail to disclose to Vumedi any conflicts of interest applicable to any User Content You upload to the Site.
  • Submit or transmit any User Content that fails to comply with the Vumedi User Content Standards set forth in these Terms of Use.
  • Engage in any activity that could disrupt, damage, overload, or impair the functionality or performance of the Site.
  • Engage in any conduct that Interferes with or negatively impacts another user's ability to access or use the Site.
  • Introduce into the Site any malicious or harmful code, including viruses, worms, Trojan horses, or similar materials.
  • Send or facilitate any advertising or promotional materials, including "spam", bulk messaging, chain communications, or similar solicitations, without the prior written consent of Vumedi.
  • Copy, reproduce, distribute, republish, or otherwise use any Materials or User Content available on the Site that is not owned by You without the express written permission of Vumedi or the User Content owner, as applicable.
  • Access, copy, distribute, or otherwise use the Site, Materials or User Content for any commercial purpose without Vumedi's prior written consent.
  • Use the Site or Materials to build, test, improve, or support a competing product or service, or otherwise exploit the Site for benchmarking or competitive analysis purposes.
  • Attempt to gain unauthorized access to any portion of the Site or any Vumedi systems or networks.
  • Probe, scan, or test for vulnerabilities in the Site or any Vumedi computer systems or networks.
  • Reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying technology for the Site, except where permitted by law.

c. Electronic Communications

Your access to and use of the Site, including sending emails to Us, constitutes You communicating with Us electronically and consenting to receive responsive communications from Us electronically. We may communicate with You by, for example: (a) email to Your email address indicated in Your communications with Us, (b) posting general notices on the Site, or (c) posting messages that are displayed to You when You log in to or otherwise access the Site. You agree that all agreements, notices, disclosures and other communications that We provide to You electronically satisfy any legal requirement that such communications be in writing.

5. INTERACTIVE SERVICES AND USER CONTENT

a. Use of Interactive Services

The Site includes Interactive Areas in which You or others create, post, store, or otherwise provide User Content. You are solely responsible for Your access to and use of Interactive Areas, including the accuracy, reliability, suitability, and legality of any User Content you provide.

The Site, including the Interactive Areas, is intended for use by healthcare professionals only. The Materials, including User Content, made available through the Site are provided for educational and informational purposes only and are not intended as a substitute for Your professional judgment or decision-making responsibility, including when diagnosing or treating patients. Vumedi is not engaged in the practice of medicine or the provision of any healthcare services to patients, and does not recommend, endorse, or provide any advice regarding specific opinions, products, drugs, tests, treatments, procedures, "off-label" drug uses, or other information that may be mentioned on the Site, and we assume no responsibility for such information. We do not guarantee, and You are solely responsible for evaluating, the accuracy, completeness, and appropriateness for Your intended purposes of all content and information that You obtain through the Site, and Your decision to rely on such information and content is at Your own risk.

b. Vumedi User Content Standards

By using any Interactive Areas, You agree that You will not post, upload to, transmit, distribute, store, create or otherwise publish through the Site any of the following:

  1. User Content that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable or harmful, including, but not limited to, any User Content containing nudity that would be unacceptable in a public museum where persons younger than eighteen (18) visit;
  2. User Content that is inaccurate or misleading;
  3. User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of Us or others (including, but not limited to, Our Affiliates), endanger national security, promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or that would otherwise create liability or violate any local, state, national or international law;
  4. User Content that may infringe or violate any patent, trademark, trade secret, copyright or other intellectual or other proprietary right of Us or others (including, but not limited to, Our Affiliates);
  5. User Content that impersonates any person or entity or otherwise misrepresents Your affiliation with a person or entity;
  6. Unsolicited promotions, political campaigning, advertising or solicitations;
  7. User Content that violates any contractual, legal or ethical obligations to which You are subject, or fails to disclose any relevant conflicts of interest;
  8. Private information of Us or others, including, but not limited to, addresses, phone numbers, email addresses, Social Security numbers, credit card numbers, and other information that is not publicly available;
  9. Viruses, corrupted data, or other harmful, disruptive or destructive files; and
  10. User Content that, in Our sole judgment, is objectionable, harmful or which restricts or inhibits any other person from using or enjoying the Interactive Areas of the Site, or which may expose Us or others to any harm or liability of any nature or type.

c. Responsibility for User Content

Although We prohibit certain activities in these Terms of Use, We do not control and take no responsibility or liability for any User Content, or for any loss or damage thereto, nor are We liable for any mistakes, inaccuracies, defamation, slander, libel, omissions, falsehoods, obscenity, pornography, or profanity You may encounter by accessing or using the Site, including Interactive Areas. As the provider of Interactive Areas, We are not liable for any statements, representations, or User Content provided by Our users in any Interactive Areas, and We have no obligation to screen, edit, or otherwise monitor User Content posted in Interactive Areas.

Judgments as to the acceptability of User Content are at Our sole discretion, and We reserve the right, and have absolute discretion, to remove, screen, or edit User Content posted or stored on the Site at any time and for any reason without notice. You are solely responsible for creating backup copies of and replacing any User Content You post or store on the Site at Your sole cost and expense. Any use of Interactive Areas or other portions of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of Your rights to use Interactive Areas and/or the Site.

You understand and acknowledge that any User Content contained in public postings, including, but not limited to, any portions of the Site that may be designated as private, will be accessible to the public and could be accessed, indexed, archived, linked to and republished by others, including, but not limited to, appearing on other websites or in search engine results. Therefore, You should be careful about the nature of the User Content You post on the Site. We are not responsible or liable for any access to or use of User Content You post on the Site.

You represent and warrant that: (i) You own or otherwise control all of the rights to the User Content that You post, or You otherwise have the right to post such User Content to the Site and to grant the rights granted herein; and (ii) the User Content You post on the Site does not violate these Terms of Use and will not violate any rights of or cause injury to any person or entity.

d. Vumedi AI

"Vumedi AI" is the Interactive Area available to registered users that generates information about User Content and other informational materials ("Outputs") in response to queries from users ("Inputs"). Vumedi AI is intended for use by licensed healthcare professionals only. Vumedi AI is an artificial intelligence technology, not a health care professional. Outputs have not necessarily been reviewed by a licensed medical professional or any other human.

We make Vumedi AI available for informational, supplementary purposes only, and You are not permitted to use Vumedi AI for direct patient care. We do not make any representation or warranty as to the accuracy, completeness, or reliability of information contained in any Output. You remain fully responsible for conducting Your own research and verifying any information contained in any Output. Additionally, You remain fully responsible for providing any notices to and obtaining any consents from others (such as patients), as required by applicable law, about Your use of Vumedi AI.

By using Vumedi AI, You agree you will not include any personal information about You, a patient, or someone else in any Inputs.

By using Vumedi AI, You understand and acknowledge that Inputs are a type of User Content, Outputs are a type of Materials, and Vumedi AI is a type of Interactive Area, each subject to all of the terms and conditions herein related to User Content, Materials, and Interactive Areas respectively. This means, for example:

  • You accept all risk in Your access to and use of Vumedi AI, including but not limited to risks related to the Inputs You provide, the Outputs You receive, and Your acts and omissions related to Vumedi AI.
  • In accordance with the "Ownership and Licenses" section below, by providing Inputs via querying Vumedi AI, (1) You grant Us the right to use such Inputs in order to develop and improve Vumedi AI, for Yourself or others, and (2) You represent that You are authorized to grant Us a perpetual, non-exclusive, royalty-free right to utilize such Inputs for any purpose.
  • Depending on the information you provide in Inputs and at Our sole discretion, Inputs may be considered Feedback subject to the "Ownership and Licenses" section below.

6. OWNERSHIP AND LICENSES

a. Copyright and Limited License

Unless otherwise indicated in the Site, the Materials are Our property or that of Our licensors or users and are protected by United States and/or international copyright laws.

We grant You a limited, non-sublicensable and non-exclusive license to access and make use of the Site and electronically copy (except where prohibited without a license) and print to hard copy portions of the Site for Your informational, non-commercial and personal use only, solely in accordance with, and subject to, these Terms of Use and any other agreement You enter into with Us. Such license expressly does not include, except as and to the extent otherwise expressly permitted by these Terms of Use: (a) the collection, use, copying or distribution of any portion of the Site or the Materials; (b) any resale, commercial use, commercial exploitation, distribution, public performance or public display of the Site or any of the Materials; (c) modifying or otherwise making any derivative uses of the Site or the Materials, or any portion thereof; (d) use of data mining, robots or similar data gathering or extraction methods; (e) downloading (other than page caching) of any portion of the Site, the Materials or any information contained therein, except as expressly permitted on the Site; or (f) any use of the Site or the Materials other than for their intended purposes. Any use of the Site not expressly authorized in these Terms of Use is strictly prohibited and a violation of these Terms of Use that will result in a termination of the license granted herein.

For the avoidance of doubt and except as otherwise expressly permitted by these Terms of Use, You are not granted a right to re-use or re-publish any content made available through the Site that is not owned by You including, without limitation, Materials and User Content submitted by other users, without Our or such user's express written permission, as applicable. Any use of the Materials or User Content not owned by You, other than as specifically authorized herein, without the required prior written consent, is strictly prohibited and will terminate the license granted herein and constitute a breach of the license granted herein. Such unauthorized use may also violate applicable laws, including, but not limited to, copyright and trademark laws and applicable communications regulations and statutes. Unless otherwise expressly stated herein, nothing in these Terms of Use will be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. In the event any license (which is not expressly granted under these Terms of Use to You) is otherwise deemed to be granted to You by operation of law or otherwise, You hereby irrevocably assign to Us forever all right, title and interest therein, without any fee. In addition, such license will be revocable by Us at any time without any penalty.

b. Repeat Infringer Policy

In accordance with the United States Digital Millennium Copyright Act and other applicable law, We have adopted a policy of terminating, in appropriate circumstances and at Our sole discretion, subscribers or account holders who are deemed to be repeat infringers. We may also at Our sole discretion limit access to or use of the Site and/or terminate the accounts of any users who infringe any of Our intellectual property rights or those of others, whether or not there is any repeat infringement.

c. Copyright Complaints

We will respond to notices of alleged infringement that are provided to Us through the appropriate channels and comply with applicable law. If You believe in good faith that materials hosted by Vumedi infringe your copyright or trademark rights, You (or Your agent) may send Us a notice requesting that the material be removed, or access to it blocked. The notice must include, and Vumedi will only respond to complaints that include, the following information:

  • Your physical or electronic signature, or, if You are not the copyright owner, a physical or electronic signature of the individual authorized to act on behalf of such copyright owner;
  • Identification of the copyrighted work that is claimed to be infringed;
  • Identification of the materials that You believe infringe Your copyright, and sufficient information to allow Us to locate such materials;
  • Your contact information (name, address, phone number and/or email address);
  • A statement that You have a good faith belief that the materials identified as infringing are not authorized by the copyright owner, an agent of the owner, or otherwise authorized by law; and
  • A statement that the information in Your notice is accurate, and indicating that "under penalty of perjury," You are the copyright owner or are authorized to act on behalf of the copyright owner.

If You receive a notification from Us that material made available by You on or through the Site has been the subject of a notice of alleged infringement and You believe in good faith that a notice of infringement has been wrongly filed against you, then you may send us a counter-notice. A counter-notice must include the following information:

  • A physical or electronic signature of the copyright owner or the individual authorized to act on behalf of such copyright owner;
  • Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  • A statement under penalty of perjury that You have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
  • Your contact information (name, address, phone number and/or email address); and
  • a statement that You consent to the jurisdiction of Federal District Court for the judicial district in which Your address is located or, if Your address is outside of the United States, for any judicial district in which Vumedi may be found, and that You will accept service of process from the person who provided the original complaint.

Designated Copyright Agent to Receive Notices Related to Claimed Infringement:
ATTN: Vumedi Copyright Agent
555 12th Street
Oakland, CA 94607
legal@vumedi.com

d. Ownership and Licenses for User Content

If You provide User Content to Us through the Site, including by posting User Content on the Site, and unless we indicate otherwise, You grant Us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, assignable and fully sublicensable right to copy, use, modify, adapt, publish, translate, create derivative works from, distribute, remove, perform and display such User Content in any media, form or format now known or hereafter developed, in any manner that is consistent with the Vumedi Privacy Policy and applicable law, and for any purpose, including but not limited to utilization for Our commercial purposes and for developing, training, or otherwise improving artificial intelligence and similar models/technologies. For example, this means We may use, adapt, and create derivative works from any Videos You post to the Site in order to develop and improve: (i) Vumedi AI, for Yourself or others, (ii) other aspects of the Site, and (iii) Our business. Additionally, You grant Us and Our sublicensees the right to use the name that You submit in connection with such content as described in Our Privacy Policy.

You further understand and agree that, in order to help ensure smooth operation of the Site and for other lawful purposes, We may keep backup copies of such User Content indefinitely. Notwithstanding the foregoing, as between You and Us and subject to the express grants in these Terms of Use, You own all right, title and interest in and to the User Content you provide to Us via the Site together with any and all intellectual property rights embodied in such User Content.

Notwithstanding any terms to the contrary in these Terms of Use, any suggestions, comments or other feedback provided by You to Us with respect to Vumedi, Inc. or the services (collectively, "Feedback") will constitute Our confidential information. Further, We will be free to use, disclose, reproduce, license and otherwise distribute and exploit such Feedback as We see fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. By making such Feedback, You acknowledge and agree that: (i) Your Feedback does not contain confidential or proprietary information; (ii) We are not under any obligation of confidentiality, express or implied, with respect to the Feedback; (c) We will be entitled to use or disclose (or choose not to use or disclose) any Feedback for any purpose, in any way, in any media worldwide; (d) We may have something similar to the Feedback already under consideration or in development; (e) Your Feedback automatically becomes Our property without Our obligation to You; and (f) We may, but are not obligated to, review or monitor areas on the Site where users may transmit or post communications.

7. TRADEMARKS

Vumedi, the Vumedi logo, and all other of Our products and service names, logos and slogans contained in or displayed the Site are Our (or Our supplier's and licensor's) trademarks or service marks and may not be copied, imitated or otherwise used, in whole or in part, without Our prior written consent. You may not use any metatags or any other "hidden text" utilizing "Vumedi" or any other of Our names, trademarks, service marks or products or service names, without the prior written consent of Us or the applicable trademark holder. In addition, the look and feel of the Site, including, but not limited to, all page headers, custom graphics, button icons and scripts, is Our service mark, trademark and/or trade dress and may not be copied, imitated or otherwise used, in whole or in part, without Our prior written consent. All other trademarks, registered trademarks or service marks, product names and company names and logos mentioned in or displayed on the Site are the property of Us their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, service mark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by Us. You understand that any consent required of Us under these Terms of Use may be withheld by Us in Our sole discretion, without or without any reason.

You are granted a limited, non-sublicensable and non-exclusive right to create a text hyperlink to the Site for non-commercial purposes; provided such link does not portray Us or any of Our products or services in a false, misleading, derogatory or otherwise defamatory manner; and provided, further, that the linking site does not contain any pornographic, illegal material or material that is offensive, harassing or otherwise objectionable material. This limited right may be revoked by Us at any time, with or without any reason. You may not use a Vumedi logo or any other of Our proprietary graphics to link to the Site without Our prior written consent. Further, You may not use, frame or utilize framing techniques to enclose any Vumedi trademark, service mark, logo or any other of Our proprietary information, including, but not limited to, the images found at the Site, the content of any text or the layout/design of any page or form contained on a page on the Site without Our prior written consent. Except as noted in these Terms of Use or in any other agreement you enter into with us, You are not conveyed any right or license by implication, estoppel or otherwise in or under any of Our patent, trademark, copyright or proprietary rights or those of any third party.

9. THIRD-PARTY LINKS AND CONTENT

The Site may contain links, embeddings, and the like to products, websites, and other online services or content that are not owned or controlled by Vumedi (such links, "Third-Party Links", and such online services or content, "Third-Party Content"). We provide Third-Party Links solely as a convenience to Our users, including You. Our provision of Third-Party Links does not imply affiliation, endorsement, approval, control or adoption by Us of any Third-Party Content. We make no claims or representations regarding, and are not responsible for, Third-Party Content. Your access to and use of Third-Party Links and Third-Party Content, including any estimation of the quality, accuracy, nature, ownership, or reliability thereof, is at your own risk. When You leave the Site, You should be aware that We do not own or control Third-Party Content that You visit, and these Terms of Use do not apply to such Third-Party Content. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third-Party Content to which You navigate from the Site.

10. ADVERTISEMENTS AND PROMOTIONS

We may run advertisements and promotions from third parties on the Site and may otherwise provide information or links to third-party products or services on the Site (such dealings or promotions, "Promotions," and such third parties, "Advertisers"). Your business dealings or correspondence with, or participation in promotions of Advertisers and any terms, conditions, warranties or representations associated with such Promotions, are solely between You and such Advertiser. We are not responsible or liable for any loss or damage of any sort incurred as a result of any such Advertisers or Promotions.

11. DISCLAIMER OF WARRANTIES

THE SITE, THE MATERIALS, THE VIDEOS, AND THE USER CONTENT AND OTHER INFORMATION AVAILABLE ON THE SITE ARE PROVIDED TO YOU ON AN "AS IS" OR "AS AVAILABLE" BASIS WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND – WHETHER EXPRESS, IMPLIED OR STATUTORY AND WHETHER ARISING OUT OF A COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OR TRADE. WE EXPRESSLY DISCLAIM, WITHOUT LIMITATION, ANY WARRANTIES, EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF NON-INFRINGEMENT, MERCHANTABILITY, MERCHANTABLE QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE OR USE.

WE DO NOT REPRESENT OR WARRANT THAT THE MATERIALS, THE VIDEOS, OR THE USER CONTENT AND OTHER INFORMATION AVAILABLE ON THE SITE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, FREE OF DEFECT, STABLE OR ERROR-FREE OR THAT THE SITE, ITS WEB SERVERS OR ANY EMAIL SENT BY US OR FROM THE SITE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE ARE NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT OR PHOTOGRAPHY. WE ALSO MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS – WHETHER EXPRESS, IMPLIED OR STATUTORY AND WHETHER ARISING OUT OF A COURSE OF DEALING, COURSE OF PERFORMANCE OR USE – REGARDING THE AVAILABILITY, RELIABILITY OR SECURITY OF THE SITE AND WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR ANY MODIFICATION, SUSPENSION, UNAVAILABILITY, OR DISCONTINUANCE OF THE SITE, THE MATERIALS, THE VIDEOS OR THE USER CONTENT AND OTHER INFORMATION AVAILABLE ON THE SITE.

12. LIMITATION OF LIABILITY

REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT WILL WE, OUR AFFILIATES, LICENSORS, OR OUR OR THEIR RESPECTIVE DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THESE TERMS OF USE, OR YOUR USE OR INABILITY TO USE THE SITE, THE MATERIALS, THE VIDEOS, THE USER CONTENT OR OTHER INFORMATION CONTAINED IN OR ACCESSED THROUGH THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT DAMAGES. OUR AGGREGATE LIABILITY UNDER THESE TERMS OF USE FOR ANY CLAIMS IS LIMITED TO THE NET AMOUNTS RECEIVED BY US FROM YOU, IF ANY, FOR ACCESS TO OR USE OF THE SITE, THE MATERIALS, THE VIDEOS AND/OR THE USER CONTENT AT ISSUE. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMIT.

CERTAIN LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

The foregoing warranties and remedies are EXCLUSIVE and You waive and release all other warranties, obligations, and liabilities of Us and all other remedies, claims, and rights that You may have relating in any way to the Site, the Materials, the Videos and the User Content, whether arising from contract, warranty, strict liability or tort or from Our negligence, tort or other fault, including, but not limited to, claims for loss of or damage resulting from the use or access to any User Content.

13. INDEMNIFICATION

You agree to indemnify, defend and hold Us, Our Affiliates, and Our and their respective independent contractors, service providers, consultants, directors, officers, employees and agents, and applicable third parties (such as licensors, partners and advertisers) (collectively, the "Indemnified Parties") harmless from and against any actual or threatened suit, demand or claims, damages, costs, liabilities and expenses (including, but not limited to, damage awards, settlement amounts, and reasonable attorneys' fees) brought against any Indemnified Parties, arising out of or relating to: (a) Your use of the Site or the Materials (including, but not limited to, Your use, installation or service of the User Content); (ii) Your conduct; (c) Your failure to perform Your obligations under these Terms of Use (including, but not limited to, Your violation of these Terms of Use); and/or (d) Your violation of the rights of any third party.

14. TERMINATION

Notwithstanding any of these Terms of Use to the contrary, We reserve the right, without notice and in Our sole discretion, to terminate Your license to access or use the Site, and to block or prevent Your future access to and use of the Site.

15. CHANGES TO TERMS OF USE

We reserve the right to change or modify any of the terms and conditions contained in these Terms of Use (a "Change") at any time and in Our sole discretion. When We post a Change on the Site, we will update the "Last Updated" date at the top of these Terms of Use, and any such Change will be effective immediately upon posting of the Change on the Site, and You waive any right You may have to receive specific notice of such Change. Your continued access to or use of the Site following the posting of a Change constitutes Your acceptance thereof. THEREFORE, YOU SHOULD FREQUENTLY REVIEW THESE TERMS OF USE, TO UNDERSTAND ANY CHANGES TO THESE TERMS OF USE THAT WILL APPLY TO YOUR ACCESS TO AND USE OF THE SITE. If You do not agree to any portion of an Update, Your sole recourse is to stop accessing and using the Site.

16. GOVERNING LAW; DISPUTE RESOLUTION

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.

a. Governing Law

These Terms of Use and any action related thereto will be governed by the law of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly agreed by the parties or as described in the "Agreement to Arbitrate" subsection below, You agree that any action at law or in equity arising out of or relating to these Terms of Use will be filed only in the state and federal courts located in San Francisco County, California, or the United States District Court for the Northern District of California. You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of these Terms of Use.

This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before this agreement or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the termination of this agreement (collectively, "Disputes").

By agreeing to these Terms of Use, You agree to resolve any and all Disputes with Vumedi as set forth in these Terms of Use.

b. Agreement to Arbitrate

If You have an issue with the Site, we encourage you to first email contact@vumedi.com. If Your issue is not resolved by Vumedi, You agree that You and Vumedi will first discuss the issue informally for at least 60 days before commencing an arbitration action, as described below. To initiate a discussion, please send Your full name and contact information to us at Vumedi, Inc., 555 12th Street, Oakland, CA 94607, ATTN: Legal Department. If Vumedi needs to contact You, Vumedi will use the email address associated with Your Vumedi account. If we are unable to resolve the issue within 60 days, You and Vumedi agree that any Disputes will be settled by binding arbitration.

The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU ACKNOWLEDGE AND AGREE THAT YOU AND VUMEDI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. Further, unless both You and Vumedi otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Agreement to Arbitrate" subsection will be deemed void. Except as provided in the preceding sentence, this "Governing Law; Dispute Resolution" section will survive termination of these Terms of Use.

The arbitration will be administered by the American Arbitration Association (the "AAA") in accordance with the AAA Rules then in effect, except as modified by this "Governing Law; Dispute Resolution" section. The Federal Arbitration Act will govern the interpretation and enforcement of this "Governing Law; Dispute Resolution" section.

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration, as specified in the AAA Rules (the AAA provides a form Demand for Arbitration at https://www.adr.org/sites/default/files/Consumer_Demand_for_Arbitration_Form_1.pdf). The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA's roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator's decision will include the essential finding and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator's award of damages must be consistent with the terms of the "Limitation of Liability" section of these Terms of Use as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim.

Notwithstanding the foregoing, You and Vumedi agree that nothing herein will be deemed to waive, preclude, or otherwise limit either party's rights, at any time, to (i) bring an individual action in a U.S. "small claims" court, but only if Your claim qualifies, Your claim remains in such court, and Your claim remains on an individual, non-representative, and non-class basis, or (ii) bring an individual action seeking only temporary or preliminary individualized injunctive relief in a court of law, pending a final ruling from the arbitrator.

You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending (from the email address you use on the Site) written notice of your decision to opt out to legal@vumedi.com with the subject line, "ARBITRATION AND CLASS ACTION WAIVER OPT-OUT." The notice must be sent within thirty (30) days of your first use of the Site; otherwise, You shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If You opt out of these arbitration provisions, Vumedi also will not be bound by them.

Notwithstanding the provision of the "Changes to Terms or Use" section above, if Vumedi changes this "Governing Law; Dispute Resolution" section after the date You first accepted these Terms of Use (or accepted any subsequent changes to these Terms of Use), You may reject any such change by sending Vumedi a written notice (including by email at legal@vumedi.com) within 30 days of the date such change became effective, as indicated in the "Last Updated" date at the beginning of these Terms of Use or in the date of any Vumedi email that may be submitted to You to provide notice of such change. By rejecting any change, You are agreeing that You will arbitrate any Dispute between You and Vumedi in accordance with the provisions of this "Governing Law; Dispute Resolution" section as of the date You first accepted these Terms of Use (or as of the date You accepted any subsequent changes to these Terms of Use, where applicable).

17. MISCELLANEOUS

Your use of the Site is subject to all applicable local, state, national and international laws and regulations. You agree that no joint venture, partnership, joint controllership, employment or agency relationship exists between You and Vumedi as a result of these Terms of Use or your access to or use of the Site. You will not assign any of Your rights and obligations under these Terms of Use without Our prior written consent. Nothing in these Terms of Use will restrict or limit any assignment by Us of Our rights or obligations herein to third parties, including, but not limited to, Our Affiliates. If any provision of these Terms of Use is found to be void or unenforceable, then the remainder will have full force and effect, and the invalid provision will be partially enforced to the maximum extent permitted by law to effectuate the purpose of these Terms of Use.