1.  Introduction: Vidi Space Inc. (“Vidi,” “we,” or “us”) provides an online video service and platform which gives users the opportunity to select from various offerings of live and on-demand programming, including audiovisual productions, movies, television shows, webisodes, short-form content, clips, and other content (collectively, the “Content”). Our video service, the Content, our proprietary player for viewing the Content (the “Video Player”) and any other products, features, tools, materials, or other services (including third party branded services) offered from time to time by Vidi through a variety of Access Points (defined below) are referred to collectively as the “Services.” The term “Access Points” refers to, collectively, the www.Vidi.space and www.TheHaunted.space websites (the “Vidi Site”), applications, and other places where any Services are available, including websites and applications of Vidi’s third party distribution partners and other websites where users or website operators are permitted to embed or have otherwise licensed the Video Player. Use of the Services (including access to the Content) is subject to compliance with these Terms. Therefore, by accessing or using any of the Services through any Access Point (including by visiting the Vidi Site), you accept and agree to these Terms.

2.  Amendments to These Terms: We may need to make changes to these Terms from time to time for many reasons, including the need to reflect updates in how the Services work or changes in the law. You should look at these Terms regularly, which are posted on the Vidi Site.

3.  Access and Use:

A)  Age Restrictions. The Services are not intended to be used by children without involvement and approval of a parent or guardian. If you are under the age of 13, you are not permitted to register with Vidi or provide your personal information to Vidi. If you are at least 13 and under 18 years of age (or under the applicable age of majority in your state or territory of residence), you may register with Vidi only if you have the consent of your parent or guardian, including consent to these Terms on your behalf.

B)  License. Vidi hereby grants you a non-exclusive limited license to use the Services, including accessing and viewing the Content on a streaming-only basis through the Video Player, for personal, non-commercial purposes as set forth in these Terms. The periods during which you can view each piece of Content will vary based on the rights availability of such Content and the terms of your subscription.

C)  Content. You may only access and view the Content personally and for a non-commercial purpose in compliance with these Terms. You may not either directly or through the use of any device, software, internet site, web-based service, or other means remove, alter, bypass, avoid, interfere with, or circumvent any copyright, trademark, or other proprietary notices marked on the Content or any digital rights management mechanism, device, or other content protection or access control measure associated with the Content including geo-filtering mechanisms. You may not either directly or through the use of any device, software, internet site, web-based service, or other means copy, record, download, stream capture, “rip”, reproduce, duplicate, archive, distribute, upload, publish, modify, translate, broadcast, perform, display, sell, or transmit or retransmit the Content unless expressly permitted by the terms of your subscription or otherwise by Vidi in writing. You may not incorporate the Content into, or stream or retransmit the Content via, any hardware or software application or make it available via frames or in-line links unless expressly permitted by Vidi in writing. Furthermore, you may not create, recreate, distribute or advertise an index of any significant portion of the Content unless authorized by Vidi. The Content covered by these restrictions includes without limitation any text, graphics, layout, interface, logos, photographs, audio and video materials, and stills. In addition, you are strictly prohibited from creating derivative works or materials that otherwise are derived from or based on in any way the Content, including subsequent and/or derivative audiovisual productions, montages, mash-ups and similar videos, wallpaper, desktop themes, greeting cards, and merchandise, unless expressly permitted by Vidi in writing.

D)  Ownership and Copyright. You agree that Vidi owns and retains all rights to the Services. You further agree that the Content you access and view as part of the Services is owned or controlled by Vidi and Vidi’s content programmers. The Services and the Content are protected by copyright, trademark, and other intellectual property laws.

E)  Your Representations. In order for Vidi to keep the Services safe and available for everyone to use, You must use the Services for lawful, non-commercial, and appropriate purposes only. You agree to observe the Services, Content, Video Player and embedding restrictions detailed above, and further agree that you will not use the Services in a way that:

a) violates the rights of others, including patent, trademark, trade secret, copyright, privacy, publicity, or other proprietary rights;

b) uses technology or other means to access, index, frame or link to the Services (including the Content) that is not authorized by Vidi (including by removing, disabling, bypassing, or circumventing any content protection or access control mechanisms intended to prevent the unauthorized download, stream capture, linking, “ripping”, framing, reproduction, access to, or distribution of the Services);

c) introduces viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

d) damages, disables, overburdens, impairs, or gains unauthorized access to the Services, including Vidi’s servers, computer network, or user accounts;

e) removes, modifies, disables, blocks, obscures or otherwise impairs any advertising or promotional material in connection with the Services (including the Content);

f) uses the Services and/or Content to advertise or promote services that are not expressly approved in advance in writing by Vidi;

g) encourages conduct that would constitute a criminal offense or give rise to civil liability;

h) violates these Terms or any guidelines or policies posted by Vidi;interferes with any other party’s use and enjoyment of the Services; or

i) attempts to do any of the foregoing.

If Vidi determines, in its sole discretion, that you are in violation of any of these Terms, we may (i) notify you, and (ii) use technical measures to block or restrict your access or use of the Services. In either case, you agree to immediately stop accessing or using in any way (or attempting to access or use) the Services, and you agree not to circumvent, avoid, or bypass such restrictions, or otherwise restore or attempt to restore such access or use.

F)  Modification/Suspension/Discontinuation. We regularly make changes to the Services. The availability of the Content, as well as Access Points through which the Services are available, may change from time to time. Vidi reserves the right to replace or remove any Content and Access Points available to you through the Services, including specific titles, and to otherwise make changes in how we operate the Services. You also agree that Vidi will not be liable to you for any modification, suspension, or discontinuance of the Services, although if you are a Vidi subscriber and Vidi suspends or discontinues your subscription to the Services, Vidi may, in its sole discretion, provide you with a credit, refund, discount or other form of consideration. However, if Vidi terminates your account or suspends or discontinues your access to Services due to your violation of these Terms, then you will not be eligible for any such credit, refund, discount or other consideration.

4.  User Account: You are responsible for all use of your account, including use of your account by other members of your household. By allowing others to access your account or to create profiles within your account, you agree to be responsible for ensuring that they comply with these Terms and you agree to be responsible for their activity using the Services. We reserve the right to immediately terminate or restrict your account or your use of the Services or access to Content at any time, without notice or liability, if Vidi determines in its sole discretion that you have breached these Terms, violated any law, rule, or regulation, engaged in other inappropriate conduct, or for any other business reason. We also reserve the right to terminate your account or your use of the Services or access to Content if such use places an undue burden on our networks or servers.

5.  Destinations and Advertising:

A)  Third Party Destinations. If we provide links or pointers to other websites or destinations, you should not infer or assume that Vidi operates, controls, or is otherwise connected with these other websites or destinations. When you click on a link within the Services, we will not warn you that you have left the Services and are subject to the terms and conditions (including privacy policies) of another website or destination. In some cases, it may be less obvious than others that you have left the Services and reached another website or destination. Please be careful to read the terms of use and privacy policy of any other website or destination before you provide any information or engage in any transactions. These Terms do not govern your use of another website or destination. Vidi is not responsible for the content or practices of any website or destination other than the Vidi Site, even if it links to the Vidi Site and even if the website or destination is operated by a company affiliated or otherwise connected with Vidi. By using the Services, you acknowledge and agree that Vidi is not responsible or liable to you for any content or other materials hosted and served from any website or destination other than the Vidi Site.

B)  Third Party Advertisements and Services. Vidi takes no responsibility for and does not endorse any third party advertisements or any third party material posted on any Access Point where the Services are available, nor do we take any responsibility for the products or services provided by advertisers. Any dealings you have with advertisers while using the Services, including through engaging with interactive advertisements, are between you and the advertiser, and you agree that Vidi is not liable for any loss or claim that you may have against an advertiser. If you provide any confidential or personal information or engage in any transaction through an advertisement, Vidi is not responsible for such information or transaction and we encourage you to read the terms of use and privacy policy of the advertiser or other party collecting such information or engaging in such transaction.

6.  Trademarks: Vidi, the Vidi logo, and other Vidi marks, graphics, logos, scripts, and sounds are trademarks of Vidi. None of the Vidi trademarks may be copied, downloaded, reproduced or otherwise exploited.

7.  Unsolicited Submissions: It is Vidi’s policy not to accept unsolicited submissions, including audiovisual productions, scripts, story lines, articles, fan fiction, characters, drawings, information, suggestions, ideas, or concepts, unless such unsolicited submissions are sent to Vidi through its official submissions page, which may be found at www.vidi.space/submissions. Vidi’s policy is to delete any such submission without reading it. Therefore, any similarity between an unsolicited submission and any elements in any Vidi creative work, including a film, series, story, title, or concept, would be purely coincidental.

8.  Disclaimer of Warranties, Limitation of Liability and Indemnity: While we do our best to provide the optimal performance of the Services, you agree that use of the Services is at your own risk. The Services, including the Vidi site, the content, the video player, the features, user material, and any other materials contained on or provided through any Access Point, are provided “as is” and, to the fullest extent permitted by law, are provided without warranties of any kind, either express or implied. Without limiting the foregoing, Vidi does not make any warranties of fitness for a particular purpose, title, merchantability, completeness, availability, security, compatibility or noninfringement; or that the Services will be uninterrupted, free of viruses and other harmful components, accurate, error free, or reliable. In no event shall Vidi or its affiliates, successors, and assigns, and each of their respective investors, directors, officers, employees, agents, and suppliers (including distributors and content programmers) (collectively, the “Vidi Parties”), be liable for any direct, indirect, punitive, incidental, special, consequential, or other damages, including loss of profits, arising out of or in any way related to the use of the Services (including any information, products, or services advertised in, obtained on, or provided through any Access Point), whether based in contract, tort, strict liability, or other theory, even if the Vidi Parties have been advised of the possibility of damages. Certain state 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. Nothing in these Terms shall affect any non-waivable statutory rights that apply to you. You agree to defend, indemnify, and hold harmless the Vidi Parties from and against any and all liabilities, claims, damages, expenses (including reasonable attorneys’ fees and costs), and other losses arising out of or in any way related to your breach or alleged breach of these terms or your use of the Services (including your use of the content). Vidi reserves the right, at our own expense, to employ separate counsel and assume the exclusive defense and control of any matter otherwise subject to indemnification by you.

9.  Governing Law: The terms and conditions of these Terms shall be interpreted and governed by California law applicable to contracts entered into and to be wholly performed in California without reference to choice of law rules. You and Vidi consent to the jurisdiction and venue of the State of California in the City and County of Los Angeles.  Any dispute arising hereunder shall be resolved solely through binding arbitration conducted in Los Angeles, California under and pursuant to the commercial arbitration rules of the American Arbitration Association (“AAA Rules”), as said rules may be amended from time to time with rights of discovery if requested by the arbitrator. Such rules and procedures are incorporated and made part of these Terms by reference. You and Vidi agree to arbitrate in each of our individual capacities only, not as a representative or member of a class, and each of us expressly waives any right to file a class action or seek relief on a class basis. It is agreed that the arbitration shall be before a single arbitrator. The arbitrator shall, in his/her sole discretion, award the prevailing party in such arbitration the right to recover its reasonable attorneys’ fees and costs incurred in connection with such arbitration.  The parties hereby expressly waive any and all rights to appeal, or to petition to vacate or modify, any arbitration award issued in a dispute arising out of these Terms. Each party hereby irrevocably submits to the jurisdiction of the state and federal courts for the County of Los Angeles in connection with any petition to confirm an arbitration award obtained pursuant to this Paragraph.  Any award shall be final, binding, and non-appealable.  The parties agree to accept service of process in accordance with AAA Rules. The arbitration will be confidential and conducted in private, and will not be open to the public or media.  No matter relating to the arbitration (including but not limited to, the testimony, evidence or result) may be (i) made public in any manner or form; (ii) reported to any news agency or publisher; nor (iii) disclosed to any third party not involved in the arbitration.

10.  Miscellaneous. Please note that these Terms constitute the entire legal agreement between you and Vidi and govern your use of the Services (including your use of the Content) (but excludes any services, if any, that Vidi may provide to you under a separate signed written agreement), and completely replaces any prior agreements between you and Vidi in relation to the Services. These Terms operate to the fullest extent permissible by law. If any provision of these Terms is held to be unlawful, void, or unenforceable, you and we agree that the provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. From time to time, we may communicate with you about the Services and these Terms electronically (e.g., emails to your registered email address, notices on the Vidi Site and other Access Points). You consent to receive electronic communications from Vidi and further agree that any notices, agreements, disclosures, and other communications that we send to you electronically will satisfy any applicable legal notification requirements.