Terms of Service

Last Updated: July 6, 2021

1. Our legal relationship

We created Effi and the website at effi.tv and associated webpages and subdomains (“Software”) in order to facilitate live, interactive video content (“Services”). The Services include the services described on https://www.effi.tv. These Terms of Service (the “Terms”) govern your access and use of our Software and participation in our Services and apply to (i) casual visitors to our website (“Site Visitors”) and (ii) individuals who use the Software and/or participate in the Services (“Registered Users”).

The terms “Effi”, “Company,” “we,” “us,” and "our" refer to Some Whatever LLC.

The Terms include our Privacy Policy, which describes how we collect, use, and disclose personal data that we may collect. Please read these Terms and the Privacy Policy carefully. 

By using Effi to connect to a YouTube channel, you also agree to be bound by, and comply with, YouTube's Terms of Service ("YouTube's Terms of Service"). YouTube's Terms of Service are available at: https://www.youtube.com/t/terms.

IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS, PLEASE DO NOT USE OR ACCESS OUR SOFTWARE OR PARTICIPATE IN OUR SERVICES.

2. Your Account

2.1. Protecting Your Account.  We may make certain areas of the Software accessible only to Registered Users who create an account (“Account”).  If we do so, we will treat anyone who is using your account as “you.” We will provide this user with all of the rights and privileges that we provide to you, and we will hold you responsible for the activities of any person using your account.  

You are fully responsible for all activities that occur under your Account, regardless of whether such activities are undertaken by you or a third party. Since we allow for signing up and logging in to your account through email and password, we recommend that you exercise precautions to safeguard your Internet-capable devices and your account information from unauthorized use or access by third parties.  You should also notify us immediately if you suspect that someone is using your account in any unauthorized or inappropriate manner or if your Account credentials are otherwise lost or stolen. We are not responsible or liable for any damage or loss related to any unauthorized access or use of your account.

If you register for the Services as an entity, you must be authorized to create an Account and produce live video content on behalf of such entity, authorized to bind such entity to these Terms, and authorized by appropriate legal authorities to do business in the country or countries where you operate.

2.2. Consent to receive emails.  You may create an Effi account through email and password, in which case you may gain access to certain areas of the Software that are accessible only to Registered Users. By becoming a Registered User, you consent to receiving emails from us as part of the registration process or for other administrative purposes.

2.3. Age Eligibility. YOU MUST BE AT LEAST 16 YEARS OLD OR THE APPLICABLE AGE OF MAJORITY IN YOUR JURISDICTION TO CREATE AN EFFI ACCOUNT AND USE OUR SOFTWARE AND SERVICES.  Individuals under the applicable age must at all times use our Services only with the approval and under the supervision of a parent or legal guardian who is at least 18 years of age. In all cases, such parent or legal guardian is the user and is responsible for any and all activities under the account.

3. Your Rights; Our Rights

3.1. Grant of Rights to Registered Users.  Subject to your acceptance of and compliance with these Terms and the payment requirements for the Services that are set forth on our website or other agreement (as such payment terms may be updated from time to time), we hereby grant you a limited, non-exclusive, non-transferable, non-sublicenseable right and license to access and use the Software during the term set forth on our website or other agreement, solely in connection with and as necessary for your authorized use of the Services. You may not (i) license, sublicense, sell, resell, distribute or otherwise commercially exploit the Software to any third party, (ii) modify or make derivative works based upon the Software, (iii) reverse engineer, reverse compile, or access the Software in order to build a competitive product or service, or (iv) modify, copy, distribute, or otherwise use the Software for any purpose other than to access or use the Services for your personal use consistent with these Terms.

3.2. Improvements or Enhancements to the Software. We reserve the right as software developers to develop products and services related to, or which compete with, any products and services you may develop through your use of the Software. Additionally, in the event you elect to communicate to us any suggestions for improvements or enhancements to the Software, we shall own all right, title, and interest in and to the same, whether or not you have communicated the same with a “confidential” designation or related designation.  We reserve the right to implement any such improvements or enhancements, and you hereby irrevocably assign all right, title and interest in and to the such improvements or enhancements.  You shall not assert, nor shall you authorize, assist, or encourage any third party to assert, against us, our customers/clients, or our business partners any patent infringement or other intellectual property infringement claim with respect to Effi or any other technology and software that we provide or use to provide the Services. No compensation will be paid with respect to Company's use of any of your suggestions for improvements or enhancements.

3.3. Your Data Rights. You reserve all right, title and interest (including all intellectual property and proprietary rights) in and to your User Content. User Content includes your data that you provide to us pursuant to these Terms and your use of the Services, make available to your end-users in connection with the Services, or otherwise develop or use in connection with the Services. You are responsible for all terms and conditions applicable to your User Content and for ensuring that your end-users comply with such terms and conditions.

3.4. Our Rights.  We own all right, title and interest (including all intellectual property and proprietary rights) in and to the Software and any other technology and software that we provide or use to provide the Services and all works derived from the foregoing (collectively, “Effi Properties”). The Effi Properties include, but are not limited to, the information, software, source code and libraries, APIs and developer tools for use in connection with any APIs, artwork, text, video material, audio material, articles, pictures, graphics, other media, trademarks, trade dress, logos, brand elements, the look and feel of the Software, the nature of any integrations with third-party vendors that provide or facilitate Services or features related to the Software, and other intellectual property embodied in the Software or Services. The Effi Properties also include documentation such as, but not limited to, help desk articles and knowledge base documentation for use in connection with the Services, specifications describing the operational and functional capabilities of Effi, and any information relating to the limitations or technical and engineering requirements, testing, optimization, or performance of the Software or Services. All Effi Properties are the sole and exclusive property of Some Whatever LLC.

The Company retains all rights with respect to the Effi Properties and Services except those expressly granted to you in these Terms. You agree not to copy, duplicate, publish, display, distribute, modify, upload, share (other than as contemplated in these Terms) or create derivative works from the material presented through the Software and the Services, in whole or in part, unless specifically authorized in writing by the Company. Elements of the Software are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of these elements may be retransmitted without our express, written consent for each and every instance.

The trademarks, logos, and service marks displayed on the Software (the “Trademarks”) are the trademarks of Some Whatever LLC and other parties. You do not have, by implication, estoppel, or otherwise, any license or right to use any Trademark without the written permission of Some Whatever LLC or the third party that owns the Trademark specific for each such use. Your use of the Trademarks, except as provided in these Terms, is strictly prohibited. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the Trademarks inures to the Trademark owner’s benefit, whether Some Whatever LLC or a third party. The Trademarks and such other Effi Properties and Software are protected by copyright, trademark, and other laws of the United States, as well as international conventions and the laws of other countries, and are owned by and/or licensed to Some Whatever LLC, or are used under the principles of fair use.

You do not, by virtue of these Terms or otherwise, have any ownership interest or any other rights to the Software, Effi Properties, or Services. You may not use the foregoing in any way except as contemplated by our Grant of Rights to Registered Users.

3.5.  Confidentiality.  You shall not disclose any Effi Confidential Information during the Term (defined below) or at any time during the two (2) year period following the end of the Term. As used in this section, “Effi Confidential Information” means all non-public information disclosed by us, our business partners, and affiliated companies that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Effi Confidential Information includes, without limitation, non-public information relating to our technology, third-party integrations, the identity or use of third-party vendors that provide or facilitate Services or features related to the Software, any Services in beta testing, or other business affairs not publicly accessible. Your obligations under this Confidentiality sub-section will not apply (i) if such information enters the public domain other than as a result of your act or omission or was independently developed by you without reference to the Effi Confidential Information, or (ii) you are required to disclose such Effi Confidential Information under law or regulation or the order of a court of competent jurisdiction (after providing prompt prior written notice to of the need for such disclosure and an opportunity to secure confidential treatment of, or otherwise limit, the disclosure). Any separate confidentiality agreement between you and, whether standalone or part of another agreement, shall take precedence over this Confidentiality sub-section of these Terms.

4. Engaging with Third Parties

The Services may contain features that connect you with third parties, including, without limitation, other Registered Users and users of social media platforms. Your interaction with these third parties are solely between you and such third parties. If there is a dispute or disagreement between you and any third party, we are under no obligation to settle the dispute or to become involved in any other way. We recommend you investigate to your satisfaction any third parties with whom you engage via our Software, including accessing, viewing, responding to, or using messages and chats. We are not a party to any agreement between one or more Registered Users or between you and any third party. You agree that we are not responsible or liable for any loss or damage of any kind or nature incurred as a result of engaging with third parties on our Software or through our Services; in the event you have a dispute or disagreement with any third party, you release us and our affiliates, and all of our officers, employees, agents, and successors from claims, demands, and damages (actual and consequential) of every kind or nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes or disagreements.  You are solely responsible for your User Content, conduct, and interaction with other Registered Users, both online or offline, and for users and consumers of social media platforms.

5. Term; Termination and Suspension of Use

5.1.  Term. You may begin using the Services when you agree to these Terms of Service and when you complete the registration process for your Account and pay whatever payments are due under the applicable plan published on the website or through separate written agreement. We are not obligated to monitor your (or any other person’s) access to or use of the Software or Services; however, we reserve the right to monitor or audit your compliance with these Terms and to terminate or suspend your use of some or all of the Software or Services. For instance, we may limit your access to our Services if you engage in activities that we conclude (in our sole discretion) breach these Terms or our Privacy Policy. No refunds will be issued due to Account termination, and we reserve the absolute right to decline to issue a refund.

5.2.  Termination by You.  If you would like to delete your Account, email us at [email protected]. If you request deletion of your Account, you will be unable to utilize associated features of the Software and any associated Services. The deletion process is irreversible.

5.3.  Termination or Suspension by Us.  We may suspend your right and license to use any of our Services if you violate these Terms of Service (including our Code of Conduct) or any other agreement between you and us, or if we determine in our sole discretion that your use of the Services or the Effi Properties poses a security or service risk to us or to any of our customers/clients or their respective customers/clients or may subject us or any third party to liability, damages or danger.

5.4. As a condition to your use of the Software and the Services, you agree to follow our Code of Conduct (“Code”) set out below:

6. Security; Downtime and Service Disruptions.

6.1. Security. We have strict security systems in place to protect the loss, misuse, or unauthorized access to the Personal Data you provide us, and we take all reasonable steps to secure and safeguard this information.  However, due to the nature of Internet communications and evolving technologies, it is impossible to guarantee the security of transmitted data. We make no warranties or representations as to the security and confidentiality of any data you transmit. Any data you transmit to us is at your own risk, and we cannot guarantee that information may not be accessed, disclosed, altered, or destroyed by any breach of our safeguards. We shall have no liability to you for any unauthorized access or use, corruption, deletion, destruction or loss of any of your User Content.

6.2.  Downtime and Service Disruptions.  Your access to and use of the Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of the Services for any reason, including as a result of power outages, server outages, system failures, denial of service attack, or other interruptions.  The Service may also become unavailable due to scheduled downtime to permit us to conduct maintenance or make modifications to any Service.

7. Disclaimer, Indemnity, and Limitation of Liability

The Services are Available "AS-IS"

Your access to and use of the Software and Services are at your own risk. The Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, WE DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. The Company does not make any warranty or representation, and disclaims all responsibility and liability, for: (i) the completeness, accuracy, availability, timeliness, security, reliability, or legality of the Services or any Content; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Software or Services or any Content, including harm causes by viruses or similar destructive features; (iii) the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Services; and (iv) whether the Services will meet your requirements or specific results or be available on an uninterrupted, secure, or error-free basis. We do not control or direct what people and others do or say, and we are not responsible for their actions or conduct (whether online or offline) or any content they share (including offensive, inappropriate, obscene, unlawful, and other objectionable content). Some jurisdictions do not allow the exclusion of certain warranties. Therefore, some of the above limitations on warranties in this section may not apply to you if you live in such jurisdictions.

Indemnity

You agree to defend, indemnify, and hold Company and its subsidiaries, affiliates, officers, directors, agents, and employees harmless from any claims, costs, proceedings, demands, losses, damages, expenses (including, without limitation, reasonable attorney’s fees and legal costs), and any other liability of any kind or nature, arising from or related to (i) any breach or alleged breach of these Terms by you or any third party using your account, (ii)  any violation of any laws or regulations by you or any third party using your account, and (iii) any gross negligence or willful misconduct by you or any third party using your account. If anyone brings a claim against us related to your actions, content or information, you will indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim.

General Limitation of Liability

Our liability shall be limited to the fullest extent permitted by applicable law. UNDER NO CIRCUMSTANCES WILL THE COMPANY BE LIABLE TO YOU, INCLUDING, BUT NOT LIMITED, FOR ANY BREACH OF CONTRACT, TORT, OR NEGLIGENCE, OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING ANY LOST PROFITS, REVENUES, INFORMATION, OR DATA) THAT ARISE OUT OF OR ARE RELATED TO THESE TERMS OR YOUR USE OF THE COMPANY SOFTWARE, AND RELATED SERVICES AND CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Under no circumstances will we be held liable for any delay or failure in performance due in whole or in part to any causes beyond our control, such as (i) the performance or nonperformance of third parties, including Verified Users, (ii) acts of nature, such as fire, explosion, vandalism, cable cut, adverse weather conditions, governmental action, acts of terrorism, strikes and similar lablr difficulties, war, sabotage, outages of third-party connections, utilities, or telecommunications networks, and related failures or degradations, (iii) your access to or use of or inability to access or use the services; (ii) any conduct or content of any third party on the services, including without limitation, any defamatory, offensive or illegal conduct of other users or third parties, (iii) any content obtained from the services, or (iv) unauthorized access, use or alteration of your transmissions or content. In no event shall the aggregate liability of the company exceed the greater of one hundred U.S. Dollars (U.S. $100.00) or the amount you paid us, if any, in the past six months for the Services giving rise to the claim. The limitations of this section shall apply to any theory of liability, whether based on warranty, contract, statute, tort (including negligence) or otherwise.

8. Linked Sites

The Software may also contain links or produce search results that reference links to third party websites (collectively "Linked Sites").  Company has no control over these Linked Sites or their content and does not assume responsibility or liability for any content, opinions, or materials available on Linked Sites.  Company does not endorse the content of any Linked Site, nor does Company warrant that a Linked Site will be free of computer viruses or other harmful code that can impact your computer or other web-access device.  By using the Software to search for or link to another site, you agree and understand that such use is at your own risk. We recommend you review the terms of service and privacy policy of any Linked Sites.

 

9. Modifications to these Terms

You agree that we may modify these Terms of Service, or any policy or other terms referenced in these Terms of Service, at any time by posting a revised version of these Terms of Service on this website. Please feel free to print out a copy of these Terms for your records.


10. No Assignment

These Terms are not assignable by you, either in whole or in part.  Company reserves the right to assign its rights and obligations under these Terms, including, without limitation, in connection with a merger or acquisition, sale of assets or equity, or by operation of law.


11. General Terms

These Terms shall be governed in all respects by the laws of the State of New York without giving effect to its conflicts of law provisions.  Both parties submit to the personal jurisdiction of and venue in the state and federal courts in New York in the judicial district where Company has its principal place of business.  The parties further agree that any cause of action arising under these Terms or our Privacy Policy shall exclusively be brought in such courts. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced. Headings and subheadings (whether in bold text/font or otherwise) are for reference purposes only and in no way define, limit, construe, or describe the scope or extent of such section. The failure by us to enforce any right or provision of these Terms or to address any breach by you or others will not prevent us from enforcing such right or provision or addressing other breaches by you or others in the future. This agreement and the terms and conditions contained herein set forth the entire understanding and agreement between Company and you with respect to the subject matter hereof and supersede any prior or contemporaneous understanding, whether written or oral.


12. Survival

The expiration or termination of these Terms will not affect the terms which by their nature should survive expiration or termination, or that expressly provide that they shall survive expiration or termination, including, but not limited to, the following provisions:

         Section ‎3 (Your Rights; Our Rights);

         Section ‎7 (Disclaimer, Indemnity, and Limitation of Liability)

         Section ‎10 (No Assignment);

         Section ‎11 (General Terms); and

         Section ‎12 (Survival)


13. Relationship to Other Contracts

These Terms must be read in conjunction (i) with other agreements into which you may enter concerning the Software (if any), and (ii) with our Privacy Policy.  The provisions of our Privacy Policy are incorporated herein. To the extent these Terms conflict with the terms of our Privacy Policy, the terms of our Privacy Policy will control.  Similarly to the extent these Terms conflict with the terms and conditions of any specific agreement you enter with us, the terms and conditions of such specific agreement will control.


14. Contact Us

If you have any questions about these Terms, the practices of this Site, your dealings with this Software, or for any other reason, please contact us at: [email protected]

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