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Terms of Service

The following are the terms and conditions of service (the “Agreement”) governing your use ofwww.drinkvide.com, (the “Vide Web Site”) and all services and functionalities available on or through the Vide Web Site. The Vide Web Site is published by Vide Beverages, Inc. (“Vide”).

By using the Vide Web Site, you agree to abide by the terms and conditions set forth in this notice. If you do not agree to abide by these terms and conditions, do not use any of the Vide Web Site.

Please be sure to carefully read and understand all of the rights and restrictions described in this Agreement. For your reference, you may print the text of this Agreement from this page, or refer to the copy of this Agreement that can be found by selecting the “Terms and Conditions” link at the bottom of each web page. You may also receive a free, digital copy of this Agreement by contacting Vide at info@drinkvide.com.

BY USING OR OTHERWISE ACCESSING THE VIDE WEB SITE OR SUBMITTING ANY INFORMATION TO OR THROUGH THE VIDE WEB SITE, YOU HEREBY AGREE TO, AND SHALL BE SUBJECT TO, THESE TERMS OF USE. IF YOU ARE ACTING ON BEHALF OF AN ENTITY OR OTHER ORGANIZATION, YOU REPRESENT AND

WARRANT THAT YOU HAVE THE AUTHORITY TO ACT AS AN AUTHORIZED

REPRESENTATIVE OF THAT ENTITY OR ORGANIZATION, AND THAT YOUR

ACTIONS BIND THE ENTITY OR ORGANIZATION. IF YOU DO NOT AGREE TO THESE

OR SUBMIT ANY INFORMATION TO OR THROUGH THE VIDE WEB SITE. YOUR SOLE

REMEDY FOR DISSATISFACTION WITH THE VIDE WEB SITE OR ANY CONTENT IS

TO STOP USING THE VIDE WEB SITES.

1. GENERAL TERMS OF USE AND RESTRICTIONS ON USE OF MATERIALS

You may only view or download material from the Vide Web Site for your own personal, non-

commercial use and you must keep all copyright and other proprietary notices attached to the

viewed or downloaded material. You may not obscure or remove any proprietary rights notices

contained in or on the content. You are solely responsible for providing, maintaining and ensuring

the compatibility of all hardware, software, electrical and other physical requirements necessary

for your access to and use of the Vide Web Site or any part thereof.

Vide may discontinue or alter any aspect of the Vide Web Site, remove content from the Vide

Web Site, restrict the time the Vide Web Site is available or restrict the amount of use permitted at

Vide’s sole discretion and without prior notice or liability. You agree that Vide may, under certain

circumstances and with or without cause, immediately suspend and/or terminate your access to the

Vide Web Site or any part thereof. Vide may take such measures in its sole discretion and without

liability to you or any third party.

To use certain Vide services, you may be required to provide Vide with information about

yourself. You must maintain the integrity of the information you provide to Vide. If you provide

information to Vide, then you agree to provide true, current, complete and accurate information,

and not to misrepresent your identity. Vide’s collection, use and disclosure of your information is

governed by these Terms of Use and Vide’s Privacy Policy.

2. YOUR PRIVACY

Vide collects, stores and uses data collected from you in accordance with Vide’s Privacy Policy,

located at www.drinkvide.com/privacy-policy (“Privacy Policy”). The terms and conditions of the Privacy Policy are

incorporated into this Agreement by this reference. Vide may disclose information to trusted

affiliates, independent contractors and partners who will use the information for business purposes

that serve Vide’s goals and business objectives. In addition, Vide may transfer information

collected from users in the case of a sale or restructuring of Vide.

3. USER REPRESENTATIONS

You represent and warrant to Vide that (i) you are at least the age of twenty-one (21) and that you

have the power and authority to enter into and perform your obligations under this Agreement; (ii)

all information provided by you to Vide is truthful, accurate and complete; and (iii) you will

comply with the terms and conditions of these Terms of Use and any other agreement to which you

are subject that is related to your use of the Web Site.

4. LICENSE

Subject to this Agreement, Vide grants you a limited, non-exclusive, revocable, non-transferable

and non-sublicenseable license to:

(a) Download, display and view material from the Vide Web Site, including, without

limitation, any application, text, graphics, logos, photographs, audio or video material or stills

from audiovisual material available on the Vide Web Site by Vide (the “Content”) for personal,

non-commercial use; and

(b) Make no more than one print copy of any non-audio and non-video Content for

your personal, noncommercial use, provided that you keep all copyright and proprietary notices

intact.

You agree Vide owns or controls all rights in and to the Vide Web Site and the Content. You have

no rights not expressly granted in this Agreement. You further agree (i) Content is protected by

copyrights, trademarks, service marks, patents, rights of publicity, or other proprietary rights

owned by Vide or third parties (collectively, “Rights”), (ii) these Rights are valid and protected in

all media existing now or later developed, and (iii) except as is explicitly provided otherwise, your

use of Content shall be governed by generally applicable copyright and other intellectual property

laws.

The reproduction, duplication, distribution (including by way of email, facsimile or other

electronic means), publication, modification, copying or transmission of materials from the Vide

Web Site, including the Content, is STRICTLY PROHIBITED for anything other than personal,

noncommercial use (provided that you keep all copyright and proprietary notices intact) without

the prior written consent of Vide or unless expressly permitted by the terms contained in or on

the Vide Web Site. Requests for permission to reproduce or distribute materials found on the

Vide Web Site can be made by contacting Vide in writing via email or at the address listed

below. You are also strictly prohibited from creating works or materials that derive from or are

based on the Content or other materials contained in the Vide Web Site, including, without

limitation, fonts, icons, link buttons, wallpaper, desktop themes and unlicensed merchandise.

This prohibition applies regardless of whether the derivative materials are sold, bartered or given

away.

You shall not copy, reverse engineer, disassemble, decompile, translate, modify, reproduce,

republish, transmit, sell, offer for sale, disseminate or redistribute the Content, trademarks,

service marks, logos or icons displayed on the Vide Web Site, which are the property of Vide, its

affiliates, or their licensors, if any, unless otherwise specifically noted in this Agreement.

Trademarks, service marks, logos and icons owned by third parties are the property of those

respective third parties. Vide and its affiliates do not warrant or represent that your use of the

Content will not infringe the rights of third parties.

5. RESTRICTIONS

You shall not (nor cause any third party to) use the Vide Web Site to perform any

illegal or immoral activities or any of the following types of activities, without limitation:

· transmitting information that violates any applicable federal, state, or local laws, rules or

regulations, including any governmental agency guidelines, policies or procedures,

including those promulgated by the Securities Exchange Commission or the Financial

Institution Regulatory Agency, or that infringes any patent, trademark, trade secret,

· interfere with or disrupt networks connected to the Vide Web Site or violate the

regulations, policies or procedures of such networks;

· that would constitute fraud;

· transmitting any material that contains software viruses, trojan horses, worms, time bombs,

cancelbots, or any other computer code, files, or programs which may interrupt, destroy or

limit the functionality of any computer software or hardware or telecommunications

equipment;

· impersonating anyone or any entity, falsely stating or otherwise misrepresenting your

affiliation with a person or entity;

· interfering with or disrupting the Vide Web Site;

· disrupting the activities or enjoyment of the Vide Web Site for other users;

· collecting, or storing personal data about other users; or

· use of the Vide Web Site to engage in any activity that Vide determines may intentionally

or unintentionally violate these Terms of Use, violate any applicable laws or regulations, or

conflict with the spirit or intent of these Terms of Use.

You agree to abide by all applicable local, state and federal laws and regulations and are solely

responsible for all acts or omissions taken by you (including actions that occur under your account

or password, if any).

6. TERMINATION

Either you or Vide may terminate this Agreement at any time for any reason upon notice. In

addition to any other available remedies, your use of the Vide Web Site will cease immediately

upon termination of this Agreement.

7. EXCLUSION OF WARRANTIES / DISCLAIMER

TO THE MAXIMUM EXTENT ALLOWED BY LAW, THE VIDE WEB SITE AND ANY

CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND ANY SUCH USE OF

THE CONTENT OR THE VIDE WEB SITE IS AT YOUR SOLE RISK. ALTHOUGH VIDE

USES REASONABLE EFFORTS TO ENSURE THAT THE INFORMATION CONTAINED

ON THE VIDE WEB SITE IS AS ACCURATE AS POSSIBLE, VIDE GIVES NO

WARRANTY OF ANY KIND REGARDING THE VIDE WEB SITE AND/OR CONTENT.

FURTHER, VIDA DOES NOT WARRANT THE ACCURACY, COMPLETENESS,

CURRENCY OR RELIABILITY OF ANY CONTENT, THAT THE RESULTS OBTAINED

FROM THE USE OF THE VIDE WEB SITE OR CONTENT WILL BE ACCURATE OR

RELIABLE, OR THAT THE QUALITY OF THE VIDE WEB SITE OR CONTENT WILL

MEET YOUR EXPECTATIONS. VIDE EXPRESSLY DISCLAIMS ALL WARRANTIES,

REPRESENTATIONS, CONDITIONS, UNDERTAKINGS OR OTHER OBLIGATIONS,

INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, NON-INFRINGEMENT AND ANY WARRANTY THAT THE

VIDE WEB SITE OR CONTENT WILL BE ERROR-FREE OR THAT SUCH ERRORS WILL

BE CORRECTED.

ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED

THROUGH THE USE OF THE VIDE WEB SITE IS DONE AT YOUR SOLE RISK, AND

YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER

SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH

CONTENT OR MATERIAL. THE INFORMATION SHOULD NOT BE CONSIDERED

COMPLETE, NOR SHOULD IT BE RELIED ON TO SUGGEST A COURSE OF ACTION.

THE VIDE WEB SITE MAY CONTAIN INACCURACIES AND TYPOGRAPHICAL

ERRORS. VIDE DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE

MATERIALS OR THE RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR

OTHER INFORMATION DISPLAYED OR DISTRIBUTED THROUGH THE VIDE WEB

SITE. YOU ACKNOWLEDGE THAT ANY RELIANCE ON ANY SUCH OPINION, ADVICE,

STATEMENT, MEMORANDUM, OR INFORMATION SHALL BE AT YOUR SOLE RISK,

VIDE RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO CORRECT ANY ERRORS

OR OMISSIONS IN ANY PORTION OF THE VIDE WEB SITE. VIDE MAY MAKE ANY

OTHER CHANGES TO THE VIDE WEB SITE, THE MATERIALS AND THE PRODUCTS,

PROGRAMS, SERVICES OR PRICES (IF ANY) DESCRIBED ON THE VIDE WEB SITE AT

ANY TIME WITHOUT NOTICE.

8. THIRD-PARTY WEB SITES

The Vide Web Site may contain links to other web sites operated by third parties, and other web

sites may provide links to the Vide Web Site. Such links are provided for your convenience only.

Vide does not control these other web sites and assumes no liability or responsibility for them,

including any content or services provided to you through such web sites. You should not

consider any link to or from a third party web site as an endorsement of any such web site by

Vide. By linking with such web sites, Vide does not endorse, sponsor or affiliate itself with the

operation of such web sites or any goods or services offered through such web sites. You further

agree that Vide shall not be responsible or liable, directly or indirectly, for any damage or loss

caused or alleged to be caused by or in connection with the use of any content, goods or services

available on or through any third-party web site or resource.

9. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT VIDE SHALL NOT BE LIABLE

FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR

EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS

OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF

VIDE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING

FROM: (i) THE USE OR THE INABILITY TO USE THE VIDE WEB SITE; (ii) THE COST OF

PROCUREMENT OF SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM ANY

PRODUCTS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR

MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE

VIDE WEB SITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR

TRANSMISSIONS OR DATA; OR (iv) ANY OTHER MATTER RELATING TO THE VIDE

WEB SITE. IN NO EVENT SHALL VIDE’S TOTAL LIABILITY TO YOU FOR ALL

DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, OR

OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE

VIDE WEB SITE.

10. RELEASE AND INDEMNIFICATION

You agree to release Vide, its parents and affiliates together with their respective employees,

agents, officers, directors and shareholders, from any and all liability and obligations whatsoever

in connection with or arising from your use of the Vide Web Site. If at any time you are not happy

with the Vide Web Site or object to any material within the Vide Web Site, your sole remedy is to

cease using it.

You agree to defend, indemnify and hold Vide, its parents and affiliates, together with their

respective employees, agents, officers, directors and shareholders, harmless from and against any

and all claims, damages, costs and expenses, including attorneys’ fees, arising from or related to

(a) your use of the Vide Web Site, (b) a breach or suspected breach by you of any of your

representation, warranties, covenants or obligations under this Agreement, (c) your infringement

or misappropriation of any intellectual property or other rights of Vide or third parties, or (d) any

negligence or willful misconduct by you.

11. GOVERNING LAW AND VENUE

The validity and effect of this Agreement shall be governed by and construed and enforced in

accordance with the laws of the State of New York, without regard to its conflicts of laws

principles. You agree that any breach of this Agreement would cause irreparable harm and

significant injury to Vide, which would be both difficult to determine and for which compensation

cannot be obtained by damages alone. As such, you agree that Vide has the right to enforce this

Agreement by injunction (without the necessity of posting bond), specific performance, or any

other equitable relief, without excluding any other rights and remedies Vide may have.

In the event litigation is instituted hereunder, each user consents to the exclusive jurisdiction of

the federal or state courts located in or serving New York County, New York. ANY SUIT,

ACTION OR PROCEEDING CONCERNING THE VIDE WEB SITE, ITS USE, THESE

MUST BE BROUGHT IN FEDERAL OR STATE COURT LOCATED IN OR SERVING NEW

YORK COUNTY, NEW YORK, AND YOU HEREBY IRREVOCABLY CONSENT TO THE

JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS

THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING; AND YOU

IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW, ANY OBJECTION WHICH YOU MAY NOW OR HEREAFTER HAVE TO THE

LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY

SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS

BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT

FORUM.

13. COPYRIGHT AND COPYRIGHT NOTICES

Vide respects the intellectual property of others, and we ask our users to do the same. If you

believe your work or intellectual property has been copied in a way that constitutes copyright

infringement, please provide Vide’s Copyright Agent the following information:

 An electronic or physical signature of the owner or person authorized to act on behalf of

the owner of the copyright interest;

 A description of the copyrighted work that you claim has been infringed;

 A description of where the material that you claim is infringing is located on the Vide

Web Sites to allow us to locate the supposed infringing material;

 Your mailing address, telephone number, and email address;

 A statement by you that you have a good faith belief that the infringing use is not

authorized by the copyright owner, its agent, or the law; and

 A statement by you, made under penalty of perjury, that the above information in your

notice is accurate and that you are the copyright owner or authorized to act on the

Please contact Vide’s Copyright Agent for Notice of Claims of copyright infringement at info@drinkvide.com. Copyright owners and agents acknowledge that failure to comply with

all the above-mentioned requirements may result in an invalidation of their DMCA notice.

14. CHANGES

Vide reserves the right, in its sole discretion, to change, modify, add or remove any portion of this

Agreement in whole or in part, at any time. Changes in this Agreement will be effective when

notice of such change is posted. In the event of a conflict between these Terms of Use and any

changes, modifications, or additions in policies, procedures, disclaimers, guidelines, rules, terms

or conditions of specific application, the additional policies, procedures, disclaimers, guidelines,

rules, terms or conditions of specific application shall control. Your continued use of the Vide

Web Site after any changes to this Agreement are posted will be considered acceptance of those

changes.

15. MISCELLANEOUS

No joint venture, partnership, employment or agency relationship exists between you and Vide as

a result of this Agreement or your use of the Vide Web Site or the Services and Content. Those

provisions outlined here that normally would survive after you cease using the Vide Web Site

and Content will survive. This Agreement constitutes the entire and only understanding between

you and Vide. In the event of any conflict between this Agreement and any policy or statement

regarding your use of the Vide Web Site, this Agreement will govern. Notices sent to you by

Vide in connection with this Agreement will be delivered to you electronically. You may give

notice to Vide customer service on the Vide Web Site or via email at info@drinkvide.com

In the event that you purport to be the agent of, represent, or otherwise act on behalf of an entity or

any other person, references to “you,” “your” or Users shall include such entity or person in

addition to you, you represent and warrant that you are in fact an authorized representative of such

entity or other person and have the authority to bind such entity or other person to this Agreement,

and your acceptance of this Agreement shall constitute acceptance on behalf of such entity or

person.

The section titles in this Agreement are solely used for the convenience of the parties and have no

legal or contractual significance. This Agreement is severable to the extent any terms is deemed

invalid, illegal, or unenforceable. Vide’s failure to enforce any provision of this Agreement will not

be deemed a waiver of that or any other provision of this Agreement.