1. ACCEPTANCE OF TERMS OF SERVICE
Effective Date: January 25, 2023
Last updated: 25 January, 2023
1.1 Prodd, (herein referred to as Prodd, we, us or our) owns and operates Prodd Mobile App (collectively, the “App”) and makes available marketing and promotional services (the Prodd Services). All use of the Prodd Services and App is subject to the latest version of terms and conditions contained in this Terms of Service Agreement, as amended from time to time (Agreement). Please read this Agreement carefully. By accessing, creating an account, browsing, or otherwise using the Prodd Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not accept the terms and conditions of this Agreement, you shall not access, browse, or use the Prodd Services
1.2 This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, supersedes all previous Agreement versions, except for existing separate agreements concluded in writting between the parties concerning such subject matter, and may be modified at any time without prior notice. Without prejudice to the foregoing, it is only the latest version of the Agreement which governs all the Content, including Content pieces created in the past. Any changes to this Agreement will be posted on this page and will indicate the latest revision. You may read a current, effective copy of this Agreement at any time by visiting https://Prodd.app/terms-of-service. Any such Agreement changes will become effective immediately upon their posting on this page. Continuation to use Prodd services will constitute as your agreement to any changes made to the Agreement. Without prejudice to the foregoing, in the event of any conflict of terms found between this Agreement or any other terms and conditions, end user license agreements or privacy policies, the terms of this Agreement shall prevail.
1.3 Additional Terms. In addition, when using Prodd, you will be subject to any additional terms applicable to our services that may be posted on the Prodd websites and/or services from time to time, including without limitation, Prodd’s Privacy Policy located at https://prodd.app/privacypolicy/ (the “Privacy Policy”), additional terms and conditions applicable to the Brands and Video Editors. All such terms and conditions are hereby incorporated by reference into this Agreement.
1.4 ARBITRATION. PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. SECTION 10 OF THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT, WHICH WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION. UNDER THE ARBITRATION AGREEMENT, (A) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST PRODD ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (B) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (C) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED IN A COURT OF LAW.
2. INTRODUCTION
2.1 The purpose of the Prodd App is for businesses ("Brands") to make their jobs easier by ordering video editing of their videos from professionals through the Prodd offering. In these Terms of Service, Brands and Video Editors are collectively and individually referred to as "users" or "you" as the context requires. Whenever Brand acts on behalf of its clients (e.g., Brand is an agency, which in turn represents its many clients for whom Content is created), Creator and Prodd acknowledge that nothing in the Agreement restricts Brand from sharing Content with Brand's clients.
2.2 Your access to and use of the Prodd App is conditional upon your agreement and acceptance of these Terms of Service. Continuation to use Prodd App is regarded as acceptance of these Terms of Service. If you do not wish to be bound by these Terms of Service, do not use the App.
2.3 Prodd may at any time revise these Terms of Service by updating this page. Revisions will take immediate effect and may affect your ability to use the App. Since you are bound by these Terms of Use each time you use the Prodd App, you should check these Terms of Service for any revisions each time you use it and wherever prompted to do so. Your use of the Prodd App following the posting of any revisions to these Terms of Service constitutes your acceptance of those revisions.
2.4 Prodd reserves the right to change the App in any way it sees fit. Even if you have an Account, your ability to access and use the Prodd App may be terminated at any time without notice to you.
2.5 Any costs associated with using the Prodd App remain your responsibility and are dependent on the service provider used.
3. USING THE PRODD APP
3.1 Acquire Video Editors’ video content, created specifically for the Brand (“Content”) pursuant to a request submitted by Brand on the App;
3.2 “Intellectual Property Rights” means all present or future intellectual property rights of whatever nature anywhere in the world for their entire validity period including, but not limited to, rights in respect of or in connection with copyright, performer‘s rights, moral rights, trademarks, service marks, trade names, domain names, right of publicity, right to an image, patents, designs, and similar rights, whether or not registered or able to be registered, and includes the right to apply for the registration of such rights, anywhere in the world. Brand acquires all right, title, and interests in all Intellectual Property Rights to the Content, created by The App and uploaded onto the Prodd App that pertains to the Brand’s product. Subject to the license granted by Brand to Prodd, such Content, created by App and uploaded onto the Prodd App, can also be used by Prodd for Prodd’s social media, advertising and other purposes both within and outside of Prodd App.
3.3 Video Editor is solely responsible for:
3.3.1 ensuring compliance with Task Brief and/or other requirements, provided in advance. Prodd reserves the right to decline Video Editors’ work until provided requirements are matched to desired standards;
3.3.1 timely delivery, in accordance with Task Brief and/or other requirements, provided in advance;
3.4. You may not decompile, reverse engineer, disassemble, convert or authorize any third party to decompile, reverse engineer, disassemble or otherwise convert any element of the Prodd App to a human perceivable form; distribute or republish any element of the Prodd App in any way; resell, rent, lease or lend any element of the Prodd App; defeat, disable or circumvent any security feature of the Prodd App; or transfer any element of the Prodd App to any third party.
3.5 You must not engage in crawling, scraping, caching or otherwise accessing any content on the Prodd App via automated means, except with Prodd’s written consent.
3.6 Nothing in these Terms of Service is intended nor does create a partnership, agency, employment or fiduciary relationship between Prodd and any user.
3.7 You also acknowledge and consent to the Prodd App accessing information you may have shared with the particular social media platform and contacting you via the social media platform or via the information you have shared (for example, sending an email directly to you to the email address provided to the social media platform), in accordance with the permissions you have granted via the social media platform. You are encouraged to review the terms and conditions of use of each social media platform before engaging or interacting with the social media links, applications or features on the Prodd App. the Prodd App is in no way sponsored, endorsed or administered by, or associated with, any social media platform.
4. REGISTERING AN ACCOUNT
4.1 In order to use the Prodd App, users must register an account via the App in the manner required and as set out in these Terms of Service.
4.2 Prodd reserves the right to refuse or cancel registration of an Account for any reason in its sole discretion.
4.3 All information provided when registering an Account must be current, correct and complete. Incomplete, ineligible or incomprehensible Account registrations will not be valid. You must be logged in to your Account in the manner required each time you wish to use the Prodd App. You may never use another’s Account without permission.
4.4 You are responsible for maintaining the strict confidentiality of your Account details and for any activity under your Account. You agree to immediately notify Prodd of any unauthorised use of your Account or any other breach of security. It is your sole responsibility to control access to and use of your Account and to notify Prodd when you desire to cancel your Account. Prodd will not be responsible or liable for any loss or damage arising from your failure to comply with this provision.
4.5 Prodd retains the right and absolute discretion to terminate your Account and/or access to the Prodd App (or any element thereof) if it believes that you are abusing or tampering with tthe Prodd App (or any element thereof) in any way, that you have breached these Terms of Service, or that you have engaged in any unlawful, unethical, unsportsmanlike or other misconduct calculated to jeopardise the proper administration of the Prodd App (or any element thereof).
4.6 The use of any automated software or any other mechanical or electronic means allowing a member to create Accounts is prohibited. Prodd reserves the right to suspend or terminate your Account if it believes you are engaging in such activity.
4.7 Users understand that in creating an Account they are providing their information to Prodd and not to any social media platform. Users of the Prodd App (whether Video Editor or Brands) are solely responsible and liable for any Content or information they respectively transmit to other users of the Prodd App. To the extent permitted by law, each user of the Prodd App agrees to indemnify, defend and forever hold harmless, all social media platforms and their associated agencies and companies, against any and all losses, actions, claims, costs, expenses and damages (of any nature) which may be incurred by the user in respect of their use of the Prodd App. Any questions, comments or complaints about the Prodd App must be directed to Prodd and not to any media or social media platforms.
5. PRODD INTELLECTUAL PROPERTY
5.1 All Prodd materials on the Prodd App are protected by all applicable laws including copyright and trademark laws unless otherwise specifically noted and may not be used except as permitted in these Terms of Service. Nothing in these Terms of Service will be taken to constitute a transfer, assignment or grant of any ownership rights in any Intellectual Property Rights in the Prodd materials to a Brand or Video Editor.
5.2 All right, title and interest in all Intellectual Property Rights in all of Prodd brands, logos, images, buttons, codes, layout, text, content and products and services as displayed on the Prodd App (“the Brand Features”) are the property of Prodd and will remain or be vested in Prodd at all times. Your use of the Prodd App will not under any circumstances be taken to constitute a transfer, assignment or grant of any ownership rights in any of the Brand Features or the Prodd App. Prodd, on a case by case basis and to the extent required, grants you a limited, non-exclusive licence to use the Brand Features solely for the purpose, and to the extent necessary, to enable you to use the Prodd App.
6. FTC REQUIREMENTS
6.1 FTC rules regarding testimonials in advertising do not apply to Prodd, thus the Brand is solely responsible for compliance with them.
6.2. To comply with the FTC rules regarding testimonials in advertising, all Brands are advised to follow the guidelines of the FTC, which can be found here.
6.3 FTC rules regarding testimonials in advertising apply to Video Editors to the extent that Video Editors are endorsing the Brand’s product. In practice this means that the Video Editors cannot make false or misleading statements as part of their endorsements and they must disclose material connections between them and the advertiser. There is no guarantee that any post submitted will be positive. All product reviews must reflect the Video Editors’ genuinely held beliefs.
7. LIMITATION OF LIABILITY
7.1 In using the Prodd App, you may be exposed to Content that is harmful, obscene, misleading or inaccurate. Under no circumstances will Prodd be liable in any way for any Content, including but not limited to any errors or omissions in such Content or any loss or damage of any kind incurred as a result of any use of Content posted, transmitted or otherwise made available via the Prodd App.
7.2 Except in connection with a party’s indemnification or confidentiality obligations, either party’s liability in connection with these Terms of Service, regardless of the form or cause of action, shall be limited to the amount actually paid by the Brand to Prodd for the services related to the Brand’s most recent task or $20,000, whichever is lower. Prodd shall not be liable to Video Editor for damages of any kind arising out of the Video Editors’ use of the Prodd App. Without limiting their foregoing, and except in connection with a party’s indemnification or confidentiality obligations, in no event shall either party be liable for any direct, indirect, special, incidental, consequential, punitive or exemplary damages, arising out of, or in connection with, the Prodd App, these Terms of Service or any Content or task. The foregoing limitations apply whether the alleged liability is based on tort, contract, negligence or any other basis, even if Prodd or any other party has been advised of the possibility of such damages.
8. MONITORING/ CONFIDENTIALITY
8.1 Prodd reserves the right to monitor the Prodd App generally and all Account activity. If your Account shows signs of fraud, abuse or suspicious activity, Prodd may close or freeze the Account immediately. Prodd retains the right and absolute discretion to suspend or terminate your Account, and/or access to the Prodd App generally without notice if Prodd believes you have abused any privilege accorded to you as a participant in the Prodd App, supplied misleading information or made any misrepresentations to Prodd in connection with the Prodd App, tampered with the Prodd App in any way, breached these Terms of Service, or engaged in any unlawful or other improper misconduct calculated to jeopardise the proper administration of the Prodd App. Prodd retains the right to remove any Content that it considers breaches these Terms of Service. In the event of termination or suspension of your Account in accordance with these Terms of Service, you will have no further access to your Account for the duration of the suspension or at all in the event of termination. Prodd’s legal rights to recover damages or other compensation from you are reserved.
8.2 During the term, each party may receive certain non-public information and materials concerning the other party’s business, technology and products that are proprietary and of substantial value to such party (“Confidential Information”). Each party will not use or disclose to any third party any Confidential Information except as permitted by this Agreement or as authorized by the other party’s prior written consent. Each party will use reasonable efforts to maintain the confidentiality of all such Confidential Information, and no party will use less effort than it ordinarily uses with respect to its own confidential information. The foregoing will not restrict either party from disclosing Confidential Information pursuant to the order or requirement of a court, administrative agency, or other governmental body (provided that the party required to make such a disclosure gives reasonable notice to the other party to contest such order or requirement), or on a confidential basis to its legal or financial advisors, or prospective acquirers or investors. Confidential Information excludes information that: (a) is or becomes generally known to the public through no fault of the recipient; (b) is rightfully and lawfully known by the recipient at the time of disclosure without a confidentiality obligation; (c) is independently developed by the recipient without use or access of the disclosing party’s Confidential Information; or (d) the recipient rightfully and lawfully obtains from a third party without disclosure restrictions.
9. GENERAL TERMS
9.1 If the Prodd App is not capable of running as planned for any reason beyond the reasonable control of Prodd, including because of war, terrorism, state of emergency or disaster (including natural disaster), infection by computer virus, bugs, tampering, unauthorised intervention, technical failures or any which corrupt or affect the administration, security, fairness, integrity or proper conduct of the Prodd App, or if any social media platform alters its terms of service, access or permission in such a way that affects the Prodd App, Prodd reserves the right, in its absolute discretion, to cancel, terminate, modify or suspend the Prodd App.
9.3 If you are using the Prodd App on behalf of a legal entity, you represent that you are authorised to enter into an agreement on behalf of that legal entity. These Terms of Service constitute the entire agreement between you and Prodd and govern your use ofthe Prodd App, superseding any prior agreements between you and Prodd. You will not assign any rights or obligations under these Terms of Service, in whole or in part, to any third party without the prior written consent of Prodd. Any attempt to do so shall be void. Prodd may assign its rights or obligations hereunder at its sole discretion.
9.4 If any clause or part of any clause is in any way unenforceable, invalid or illegal, it is to be read down and amended so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from these Terms of Service without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.
10. DISPUTE RESOLUTION
10.1 Agreement to Arbitrate. This Section is referred to as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Prodd, whether relating to this Agreement (including any alleged breach thereof), the Prodd Services, any advertising, any aspect of the relationship between us, or otherwise, shall be resolved exclusively through final and binding arbitration, rather than a court in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Agreement, you and Prodd are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
10.2 YOU AND PRODD AGREE THAT WE MAY EACH BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND PRODD AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
10.3 Prodd is always interested in resolving any disputes amicably and efficiently, and most user concerns regarding the Prodd App and/or Prodd Services can be resolved quickly and to the user’s satisfaction by emailing customer support at contact@prodd.app. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (Notice). The Notice to Prodd should be sent to Rua das Palmeiras, Lote 5, Cascais, Lisbon Area 2750-005, Portugal (Notice Addresses). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought. If Prodd and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Prodd may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Prodd or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or prodd is entitled.
10.4 All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
10.5 If a court decides that any term or provision of this Arbitration Agreement other than Section 3 above is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement shall be enforceable as so modified. If a court decides that any provision in Section 3 is invalid or unenforceable, then the entirety of this Arbitration Agreement shall be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of the Terms of Service will continue to apply.
10.6 Future Changes to Arbitration Agreement. Notwithstanding any provision in this Agreement to the contrary, Prodd agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Addresses) while you are a user of the Prodd Services, you may reject any such change by sending us written notice within thirty (30) calendar days of the change to the Notice Addresses provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).
Portugal
Email:contact@prodd.app
Addresses: Rua das Palmeiras, Lote 5,
Cascais, Lisbon Area 2750-005