Terms of use
Dated: March 15, 2023
TERMS OF SERVICE
Welcome to Udirext!
Introduction
Thank you for using the Udirext platform and the products, services and features we
make available to you as part of the platform (collectively, the “Service”).
Our Service
The Service allows you to discover, watch, import and share videos, articles and other
content, provides a channel for people to connect, inform, and inspire others across the
globe, and serves as a gateway for original content creators and advertisers large and
small.
Your Service Provider
The entity providing the Service is Hi2soft Integrated Solutions, a company operating
under the laws of Nigeria, located at 12, Irhirhi road, off airport road, Benin city, NG
30000150 (referred to as “Udirext”, “we”, “us”, or “our”). References to Udirext’s
“Affiliates” in these terms means the other companies within the Hi2soft Integrated
Solutions’ products.
Applicable Terms
Your use of the Service is subject to these terms, the Udirext Community Guidelines and
the Copyright Policies (together, the "Agreement"). Your Agreement with us will also
include the Udirext Advertising Policies if you provide advertising or sponsorships to the
Service or incorporate paid promotions in your Content.
Please read this Agreement carefully and make sure you understand it. If you do not
understand the Agreement, or do not accept any part of it, then you may not use the
Service.
Who may use the Service?
Age Requirements
You may use the Service if you are at least 13 years old; however, children of all ages
may use the Service and Udirext Kids (where available) if enabled by a parent or legal
guardian.
Permission by Parent or Guardian
If you are under 18, you must have your parent or legal guardian’s permission to use the
Service. Please have them read this Agreement with you.
If you are a parent or legal guardian of a user under the age of 18, by allowing your child
to use the Service, you are subject to the terms of this Agreement and responsible
for your child’s activity on the Service.
Businesses
If you are using the Service on behalf of a company or organisation, you confirm to us
that you have authority to act on behalf of that entity, and that entity accepts this
Agreement.
Your Use of the Service
Content on the Service
The content on the Service includes videos, articles, audio (for example music and other
sounds), graphics, photos, text (such as comments and scripts), branding (including
trade names, trademarks, service marks, or logos), interactive features, software,
metrics, and other materials whether provided by you, us or a third party (collectively,
"Content”). Content may be provided to the Service and distributed by our users and
Udirext is a provider of hosting services for such Content. Content is the responsibility
of the person or entity that provides it to the Service. If you see any Content you believe
does not comply with this Agreement, such as by violating the Community Guidelines or
the law, you can report by click on report copyright
Accounts and User Channels
You can use parts of the Service, such as browsing and searching for Content, without
having an account. However, you do need a Udirext account to use some features. With
a Udirext account, you may be able to like videos, subscribe to channels, create your
own Udirext channel, and more.
To protect your Udirext account, keep your password confidential. You should not reuse
your Udirext account password on third-party applications.
Your Information
Our Privacy Policy explains how we treat your personal data and protect your privacy
when you use the Service.
You may access and use the Service as made available to you, as long as you comply
with this Agreement and the law. You may view or listen to Content for your personal,
non-commercial use. You may also show Udirext videos through the embeddable
Udirext player.
The following restrictions apply to your use of the Service. You are not allowed to:
1. access, reproduce, download,
distribute, transmit, broadcast,
display, sell, license, alter, modify
or otherwise use any part of the
Service or any Content except: (a)
as specifically permitted by the
Service; (b) with prior written
permission from Udirext and, if
applicable, the respective rights
holders; or (c) as permitted by
applicable law;
2. circumvent, disable, fraudulently
engage with, or otherwise
interfere with the Service (or
attempt to do any of these
things), including security-related
features or features that: (a)
prevent or restrict the copying or
other use of Content; or (b) limit
the use of the Service or Content;
3. access the Service using any
automated means (such as
robots, botnets or scrapers)
except: (a) in the case of public
search engines, in accordance
with Udirext’s robots.txt file; (b)
with Udirext’s prior written
permission; or (c) as permitted by
applicable law;
4. collect or use any information that
might identify a person (for
example, harvesting usernames or
faces), unless permitted by that
person or allowed under section 3
above;
5. use the Service to distribute
unsolicited promotional or
commercial content or other
unwanted or mass solicitations
(spam);
6. cause or encourage any
inaccurate measurements of
genuine user engagement with
the Service, including by paying
people or providing them with
incentives to increase a video’s
views, likes, or dislikes, or to
increase a channel’s subscribers,
or otherwise manipulate metrics;
7. misuse any reporting, flagging,
complaint, dispute, or appeals
process, including by making
groundless, vexatious, or frivolous
submissions;
8. run contests on or through the
Service that do not comply with
Udirext term of use;
9. use the Service to view or listen to
Content other than for personal,
non-commercial use (for example,
you may not publicly screen
videos or stream music from the
Service); or
10.use the Service to: (a) sell any
advertising, sponsorships, or
promotions placed on, around, or
within the Service or Content,
other than those allowed in
the Advertising on Udirext policies
(such as compliant product
placements); or (b) sell
advertising, sponsorships, or
promotions on any page of any
website or application that only
contains Content from the Service
or where Content from the Service
is the primary basis for such sales
(for example, selling ads on a
webpage where Udirext videos are
the only content of value).
Reservation
Any right not expressly granted to you in this Agreement remains the right of Udirext or
the respective rights holders. This means, for example, that using the Service does not
give you ownership of any intellectual property rights in the Content you access
(including any branding used on or displayed in the Service).
Develop, Improve and Update the Service
Udirext is constantly changing and improving the Service. As part of this continual
evolution, we may make modifications (to all or part of the Service) such as adding or
removing features and functionalities, offering new digital content or services or
discontinuing old ones.We may also need to alter or discontinue the Service, or any part
of it, in order to make performance or security improvements, make changes to comply
with law, or prevent illegal activities on or abuse of our systems. These changes may
affect all users, some users or even an individual user. When the Service requires or
includes downloadable software, that software may update automatically on your
device once a new version or feature is available, subject to your device settings. If we
make material changes that negatively impact your use of the Service, we’ll provide you
with reasonable advance notice, except in urgent situations such as preventing abuse,
responding to legal requirements, or addressing security and operability issues. We’ll
also provide you with an opportunity to export your content from your Udirext Account
Your Content and Conduct
Uploading Content
If you have a Udirext account, you may be able to upload Content to the Service. You
may use your Content to promote your business or artistic enterprise. If you choose to
upload Content, you must not submit to the Service any Content that does not comply
with this Agreement or the law. For example, the Content you submit must not include
third-party intellectual property (such as copyrighted material) unless you have
permission from that party or are otherwise legally entitled to do so. You are legally
responsible for the Content you submit to the Service. We may use automated systems
that analyze your Content to help detect infringement and abuse, such as spam,
malware, and illegal content.
Rights you Grant
You retain all of your ownership rights in your Content. In short, what belongs to you
stays yours. However, we do require you to grant certain rights to Udirext and other
users of the Service, as described below.
Licence to Udirext
By providing Content to the Service, you grant to Udirext a worldwide, non-exclusive,
royalty-free, transferable, sublicensable licence to use that Content (including to
reproduce, distribute, modify, display and perform it) for the purpose of operating,
promoting, and improving the Service.
Licence to Other Users
You also grant each other user of the Service a worldwide, non-exclusive, royalty-free
licence to access your Content through the Service, and to use that Content (including
to reproduce, distribute, modify, display, and perform it) only as enabled by a feature of
the Service.
Duration of Licence
The licences granted by you continue until the Content is removed as described below.
Once removed, the licences will terminate, except where the operation of the Service,
use of Content permitted before your removal, or the law requires otherwise. For
example, removal of Content by you does not require Udirext to: (a) recall Content that
is being used by other users within any limited offline viewing functionality of the
Service; or (b) delete copies we reasonably need to keep for legal purposes.
Right to Monetize
You grant to Udirext the right to monetize your Content on the Service (and such
monetization may include displaying ads on or within Content or charging users a fee
for access). This Agreement does not entitle you to any payments. Starting March 15,
2023, any payments you may be entitled to receive from Udirext under any other
agreement between you and Udirext (including for example payments under the Prousers) will be treated as royalties. If required by law, Hi2soft Integrated Solutions will
withhold taxes from such payments.
Removing Your Content
You may remove your Content from the Service at any time. You also have the option
to make a copy of your Content before removing it. You must remove your Content if
you no longer have the rights required by these terms.
Removal of Content By Udirext
If we reasonably believe that any of your Content (1) is in breach of this Agreement or
(2) may cause harm to Udirext, our users, or third parties, we reserve the right to remove
or take down some or all of such Content. We will notify you with the reason for our
action unless we reasonably believe that to do so: (a) would violate the law or the
direction of a legal enforcement authority, or would otherwise risk legal liability for
Udirext or our Affiliates; (b) would compromise an investigation or the integrity or
operation of the Service; or (c) would cause harm to any user, other third party, Udirext
or our Affiliates.
Community Guidelines Strikes
Udirext operates a system of “strikes” in respect of Content that violates the Community
Guidelines. Each strike comes with varying restrictions and may result in the permanent
removal of your channel from Udirext.
If your channel has been restricted due to a strike, you must not use another channel to
circumvent these restrictions. Violation of this prohibition is a material breach of this
Agreement and Udirext reserves the right to terminate your Udirext account or your
access to all or part of the Service.
Copyright Protection
We provide information to help copyright holders manage their intellectual property
online in our Udirext Copyright Center. If you believe your copyright has been infringed
on the Service, please send us a notice.
Account Suspension and Termination
Terminations by You
You may stop using the Service at any time. You can also delete the account from your
Udirext Account, which involves closing your Udirext channel and removing your data,
with the option to download a copy of your data first.
Terminations and Suspensions by Udirext
Udirext reserves the right to suspend or terminate your account or your access to all or
part of the Service if: (a) you materially or repeatedly breach this Agreement; (b) we are
required to do so to comply with a legal requirement or a court order; or (c) we
reasonably believe that there has been conduct that creates liability or harm to any user,
other third party, Udirext or our Affiliates.
Notice for Termination or Suspension
We will notify you with the reason for termination or suspension by Udirext unless we
reasonably believe that to do so: (a) would violate the law or the direction of a legal
enforcement authority; (b) would compromise an investigation; (c) would compromise
the integrity, operation or security of the Service; or (d) would cause harm to any user,
other third party, Udirext or our Affiliates.
Effect of Account Suspension or Termination
If your account is terminated or your access to the Service is restricted, you may
continue using certain aspects of the Service (such as viewing only) without an account,
and this Agreement will continue to apply to such use. If you believe that the
termination or suspension has been made in error, you can contact us via email:
appeal@Udirext.com.
About Software in our Service
Downloadable Software
When the Service requires or includes downloadable software (such as the Udirext
application), unless that software is governed by additional terms which provide a
licence, Udirext gives you a personal, worldwide, royalty-free, non-assignable and nonexclusive licence to use the software provided to you by Udirext as part of the Service.
This licence is for the sole purpose of enabling you to use and enjoy the benefit of the
Service as provided by Udirext, in the manner permitted by this Agreement. You are not
allowed to copy, modify, distribute, sell, or lease any part of the software, or to reverseengineer or attempt to extract the source code of that software, unless laws prohibit
these restrictions or you have Udirext’s written permission.
Open Source
Some software used in our Service may be offered under an open source licence that
we make available to you. There may be provisions in an open source license that
expressly override some of these terms, so please be sure to read those licenses.
Other Legal Terms
Warranty
We provide the Service with reasonable care and skill.
Disclaimer
By law, consumers have certain rights that cannot be excluded or altered by a contract.
Nothing in this Agreement affects those rights you may have as a consumer. Other than
as expressly stated in this Agreement or as required by law, Udirext does not make any
specific promises about the Service. For example, we don’t make any promises about:
the Content provided through the Service; the specific features of the Service, or its
accuracy, reliability, availability, or ability to meet your needs; or that any Content you
submit will be accessible or stored on the Service.
Limitation of Liability
All users: Nothing in this Agreement is intended to exclude or limit any party’s liability
for: death or personal injury; fraud; fraudulent misrepresentation; or any liability that
cannot be excluded or limited by law.
To the extent permitted by applicable law, Udirext and its Affiliates will not be
responsible for:
1. losses that were not caused by
Udirext or its Affiliates’ breach of
this Agreement;
2. any loss or damage that was not,
at the time that this Agreement
was formed between you and
Udirext, a reasonably foreseeable
consequence of Udirext or its
Affiliates breaching this
Agreement; or
3. the Content submitted by
any user, or for the defamatory,
offensive, or illegal conduct of
any user.
Business Users only: If you are using the Service for the purpose of your trade, business,
craft or profession, (a “Business User”), to the extent permitted by applicable law, the
following limitations of liability will also apply:
1. Udirext and its Affiliates will not
be responsible for lost profits,
revenues, or data; loss of
opportunity or anticipated
savings; indirect or consequential
losses, or punitive damages (in all
cases whether such losses were
foreseeable or not); and
2. Udirext and its Affiliates’ total
liability for any claims arising
from or relating to the Service is
limited to the greater of: (a) the
amount of revenue that Udirext
has paid to you from your use of
the Service in the 12 months
before the date of your notice, in
writing to Udirext, of the claim and
(b) $200, whichever is higher.
Third-Party Links
The Service may contain links to third-party websites and online services that are not
owned or controlled by Udirext. Udirext has no control over, and assumes no
responsibility for, such websites and online services. Be aware when you leave the
Service; we suggest you read the terms and privacy policy of each third-party website
and online service that you visit.
About this Agreement
Changing this Agreement
We may change this Agreement, for example, to reflect changes to our Service or how
we do business - for example, when we add new products or features or remove old
ones, (2) for legal, regulatory, or security reasons, or (3) to prevent abuse or harm.
If we materially change this Agreement, we’ll provide you with reasonable advance
notice and the opportunity to review the changes, except (1) when we launch a new
product or feature, or (2) in urgent situations, such as preventing ongoing abuse or
responding to legal requirements. If you don’t agree to the new terms, you should
remove any Content you uploaded and stop using the Service.
Continuation of this Agreement
If your use of the Service ends, the following terms of this Agreement will continue to
apply to you: “Other Legal Terms”, “About This Agreement”, and the licenses granted by
you will continue in limited cases as described under “Duration of License”.
Severance
If it turns out that a particular term of this Agreement is not enforceable for any reason,
this will not affect any other terms.
Assignment
Udirext may transfer all or part of this Agreement to an Affiliate or, if Udirext is sold, to a
third party.
No Waiver
If you do not comply with this Agreement and we do not take action immediately, this
doesn’t mean that we are giving up any rights that we may have (such as the right to
take action in the future).
Governing Law
This Agreement, and your relationship with Udirext under this Agreement, will be
governed by English Law, and legal disputes may be brought in the courts of Nigeria.
If mandatory local law prohibits a dispute under this Agreement from being resolved by
the courts of Nigeria, disputes can be brought in your local courts. If mandatory local
law prohibits a local court from applying English law to a dispute under this Agreement,
that dispute will be resolved according to the laws of your country of residence.
Effective as of March 15, 2023
