TERMS OF USE
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Access Rights and Obligations
- Acceptance of Terms: The Services are offered and provided subject to your acceptance of the terms and conditions contained herein and all other operating rules, policies (including, without limitation, Vasion’s Privacy Notice) and procedures that may be published from time to time by Vasion related to the Services which shall be incorporated herein by reference. By accessing, registering for and/or using the Services in any manner, you agree to the Terms herein. If you do not agree to the Terms, do not use the Services.
- Updates to Terms: Vasion may make changes to the Terms from time to time, in our sole and absolute discretion. We will notify you of any changes to the Terms by posting the updated Terms on Vasion’s website and/or the Services. It is your responsibility to review the Terms frequently and to remain informed of any changes to them. We may also provide you with additional forms of notice of modifications and/or updates as appropriate under the circumstances including but not limited to sending you an email informing you of the changes and/or by prominently posting notice of the changes on Vasion’s website and/or Services. If you do not agree with the changes and/or modifications, you may cease using the Services. The then-current version of the Terms will supersede all earlier versions. You agree that your continued use of the Services after such changes have been published will constitute your acceptance of such revised Terms
- Ownership and Intellectual Property: Our Services are protected by applicable intellectual property laws, including United States copyright law and international treaties. Subject to the limited rights expressly granted hereunder, Vasion and/or its third-party providers, licensors, and suppliers reserve all rights, title, and interest in and to the Services, including without limitation, all related worldwide intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
3.1 Feedback: We do not seek any unsolicited ideas and/or materials for the Services. If you provide us (in a direct mail, email and/or otherwise) with any feedback, suggestions, improvements, enhancements, recommendations and/or feature requests relating to the Services (“Feedback”), then you further grant to Vasion a worldwide, perpetual, irrevocable, royalty-free license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner it deems appropriate, any and all Feedback. Vasion will treat any Feedback you provide to Vasion as non-confidential and non-proprietary.
3.2Access/Use of Service Rights: By using the Services and subject to your compliance with these Terms, Vasion grants to you a limited, personal, non-exclusive, non-transferable, revocable right to use and/or access the Services and you agree not to reproduce, distribute, create derivative works from, publicly display, publicly perform, license, sell and/or re-sell any content, software, products and/or services obtained from and/or through the Services without the express prior written permission of Vasion. Neither the Terms nor your access to and/or use of the Services transfers to you and/or any third-party any rights, title and/or interest in any intellectual property rights related to the Services. - Marketing Communication: At times users may be requested to register with Vasion or set up an account as part of their access to the Services. As part of the registration or account creation process, users are also provided the opportunity to receive relevant information about the Service as well as information about other products and services that may interest them (“Marketing Communication”). As such, Vasion may reach out to the user via the e-mail provided during the registration process. Acceptance of these communications will be optional (Opt-in/Opt-out as applicable) and any consent provided by the user may be revoked at any time by clicking the unsubscribe link provided in the email or as otherwise described in Vasion’s Privacy Policy. Revocation of consent will not impact our ability to contact you regarding transactional and/or service support, unrelated to marketing.
4.1. Electronic Communications. You agree to receive all communications, agreements, and notices that we provide via electronic means, whether you use the Services or send us emails, or whether Vasion posts notices on the Services or communicates with you via email. The foregoing does not affect your non-waivable rights. - Registration/Account Creation: In the event you are required to register or create an account as a condition of your use of the Services You must provide accurate and complete information and keep your account information updated. You shall not: (a) select and/or use as a username a name of another person with the intent to impersonate that person; (b) use as a username a name subject to any rights of a person other than you without appropriate authorization; and/or (c) use as a username a name that is otherwise offensive, vulgar and/or obscene. You are solely responsible for maintaining the security of your Account, and you are fully responsible for all activities that occur under your Account and any other actions taken in connection with your Account. Your Account is non-transferrable and may not be sold, combined and/or otherwise shared with any other person. If you violate these Terms we may terminate your Account immediately. You must notify us immediately of breach of security and/or unauthorized access to and/or use of your Account. If we terminate your Account, you may not subscribe under a new Account unless we formally invite you in writing. Vasion will not be liable for any acts and/or omissions by you, including without limitation, any damages of any kind incurred as a result of such acts and/or omissions.
USER CONTENT
- User Representations: (i) any information and/or User Content you provide in connection with your access to and/or use of the Services is true, accurate and complete and you will maintain and update such information regularly; (ii) you will respect the intellectual property, other information, and all rights of Vasion, others using the Services, and all third-parties; and (iii) You represent that you own, and/or have the necessary permissions to use and authorize use of User Content as described in these Terms, and (iv) any information and/or User Content you provide in connection with your access to and/or use of the Services does not infringe on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity and/or other rights.
- User Content: All content you or your users upload, create, submit, distribute, and/or post to the Services, including but not limited to, document layouts, source code, pictures, video and other images, audio materials, graphics, document or data files, information relating to natural and other persons, messages, e-mail and other communications, files, texts, personalization settings and other information and/or content, which is or may be provided to Vasion or inputted and/or uploaded by you via the Services (“User Content”) whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. Vasion has no responsibility and/or liability for the accuracy of any User Content. You alone are responsible for User Content, and once published, it cannot always be withdrawn. You assume all risks associated with User Content, including anyone’s reliance on its quality, accuracy, and/or reliability by you. We are not responsible for, and do not control such User Content. Vasion disclaims any and all liability for your disclosure of personally identifiable or confidential information you submit via the Services to other users. It is your responsibility to ensure that Services users to whom you submit personally identifiable or confidential information will take appropriate security and non-disclosure measures. Notwithstanding anything herein to the contrary, Vasion may collect aggregated, anonymized data that cannot identify any person and that is derived from and/or created through your use of the Services.
- Prohibited User Content: You agree that you will not under any circumstances transmit any User Content (including software, text, images, or other information) that:
(i) is unlawful and/or promotes unlawful activities;
(ii) defames, harasses, abuses, threatens, or incites violence towards any individual or group;
(iii) is pornographic, discriminatory and/or otherwise victimizes and/or intimidates an individual and/or group on the basis of religion, gender, sexual orientation, race, ethnicity, age and/or disability;
(iv) is spam, is machine- or randomly-generated, constitutes unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation and/or any form of lottery and/or gambling;
(v) contains and/or installs any viruses, worms, malware, Trojan horses and/or other content that is designed or intended to disrupt, damage and/or limit the functioning of any software, hardware, and/or telecommunications equipment and/or to damage and/or obtain unauthorized access to any data and/or other information of any third party;
(vi) infringes on any proprietary right of any party, including patent, trademark, trade secret, copyright, right of publicity and/or other rights;
(vii) impersonates any person or entity, including any of our employees or representatives; and/or
(viii) contains payment card data, including credit or debit card data; and/or(ix) violates the privacy of any third party or Vasion employee and/or representative. - Reservation of Right to Review Content:
9.1 Enforcement. Vasion does not undertake to screen, review, edit, censor and/or otherwise filter and/or control User Content and/or the behavior of users of User Content and/or the Services. Vasion may, but shall not be obliged to, review, either by manual and/or automated means, all User Content which is and/or may be uploaded on this Services, and monitor and/or review any areas of this Services where users transmit and/or post communications or communicate with each other or Vasion (as applicable). We reserve the right (but have no obligation) to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Terms and/or otherwise create liability for us or any other person. Such retained right shall be interpreted as coming under User’s documented instruction for the processing of Personal Data. Such action may include, without limitation, removing and/or modifying your User Content, terminating your Account, and/or reporting you to law enforcement authorities. Vasion reserves the right to deny access to this site and delete User Content at any time without notice. - No Legal Advice: The Services do not contain legal advice and Vasion is not a law firm. It does not offer legal advice, legal opinions, recommendations, referrals, and/or counseling. Documentation or content found within Vasion’s services may have been provided by other users and you should seek your own legal counsel on any documentation or content found within Vasion’s website or Services. Finally, other than the Services Vasion provides, Vasion plays no part in agreements between you and other users.
10.1. Local Laws. The use of the Services may be governed by the laws of different countries or regions, and you agree to abide by such local laws. You agree that your use of any electronic signatures will be as valid as any manual signatures if authorized by local law, and you will ensure that your use of electronic signatures is in conformance with local laws and regulations. - Term and Termination. Subject to this Section, the Terms will remain in full force and effect while you access and/or use the Services. We may terminate your Account and/or your access to and/or use of all or any part of the Services at any time, with or without cause, with or without notice, effective immediately and without liability, which may involve deletion of your User Content associated with your Account from our databases. You agree that Vasion will not be liable to you or to any third party for such action(s) taken. If you wish to terminate your Account, you may do so at any time. Vasion will have no liability whatsoever to you for any termination of your rights under the Terms, including without limitation, for termination of your Account and/or deletion of your User Content.
- Disclaimer of Liability. Vasion disclaims all liability relating to any User Content, including any error, virus, defamation, libel, obscenity or inaccuracy contained in any User Content, whether or not arising under the laws of copyright, libel, privacy or otherwise, any prohibited User Content and any other User Content. You are solely responsible for any damage (including, without limitation, to the Services) resulting from use (and/or submission) of any User Content and/or the Services (including without limitation disputes and incidents described in the preceding sections) and related transactions and/or occurrences. Vasion shall have no responsibility for unauthorized access to your Account.
- Disclaimer of Warranties and Limitation of Liability
13.1 DISCLAIMER OF WARRANTIES. THE SERVICES, AND ANY CONTENT, ARE PROVIDED BY VASION TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS, EXCEPT AS EXPRESSLY SET FORTH IN THE TERMS. VASION DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND WHETHER EXPRESS, STATUTORY AND/OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND FROM COURSE OF DEALING, USAGE AND/OR TRADE PRACTICE, ALL OF WHICH VASION EXPRESSLY DISCLAIMS. WITHOUT LIMITING THE FOREGOING, VASION AND/OR ITS LICENSORS, PARTNERS AND CONTENT PROVIDERS MAKE NO WARRANTY THAT (I) THE SERVICES AND/OR CONTENT WILL MEET YOUR REQUIREMENTS AND/OR WILL BE CONSTANTLY AVAILABLE, UNINTERRUPTED, TIMELY, SECURE AND/OR ERROR-FREE; (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, ACCURATE AND/OR RELIABLE; (III) ANY CONTENT AND/OR SOFTWARE AVAILABLE AT AND/OR THROUGH THE SERVICES IS FREE OF VIRUSES AND/OR OTHER HARMFUL COMPONENTS AND/OR (IV) VASION WILL BE LIABLE AND/OR OTHERWISE RESPONSIBLE FOR ANY FAILURE AND/OR DELAY IN UPDATING THE SERVICES AND/OR ANY CONTENT. NO ADVICE AND/OR INFORMATION, WHETHER ORAL AND/OR WRITTEN, OBTAINED BY YOU FROM VASION AND/OR THROUGH YOUR ACCESS TO AND/OR USE OF THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. IN THE EVENT THE APPLICABLE JURISDICTION DOES NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, THE ABOVE EXCLUSION WILL NOT APPLY.
13.2LIMITATION OF LIABILITY. IN NO EVENT WILL VASION, ITS OFFICERS, DIRECTORS, EMPLOYEES, PARTNERS, LICENSORS, AND/OR SUPPLIERS BE LIABLE TO YOU AND/OR ANYONE ELSE FOR (I) ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL AND/OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING THOSE RESULTING FROM LOSS OF USE, DATA AND/OR PROFITS, WHETHER OR NOT FORESEEABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, STRICT LIABILITY, AND/OR ANY OTHER LEGAL OR EQUITABLE THEORY, EVEN IF VASION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND/OR (II) ANY BUGS, VIRUSES, TROJAN HORSES, AND/OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION). THE FOREGOING SHALL APPLY DESPITE ANY NEGLIGENCE, MISCONDUCT, ERRORS AND/OR OMISSIONS BY VASION ITS EMPLOYEES, REPRESENTATIVES AND/OR AGENTS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL AND/OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, VASION’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. - Indemnity and Waiver
14.1 Indemnification. You will defend, indemnify and hold Vasion, our suppliers and licensors, and our respective subsidiaries, affiliates, officers, agents, employees, representatives, and assigns harmless from all demands, proceedings, losses, costs, damages, awards, fees, expenses, and/or liabilities of any nature including without limitation reasonable attorneys’ fees, that arise from and/or relate to (i) your use of the Services and/or inability to use the Services; (ii) your User Content; (iii) your violation of the Terms, (iv) your violation of any rights of a third party through use of the Services or User Content; (v) fraud you commit and/or your intentional misconduct and/or negligence (vi) your interaction with any other user; and/or (vii) your use of the Services that is in violation of any applicable data protection/privacy law. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses. You agree not to settle any matter without the prior written consent of Vasion. Vasion will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
14.2 Waiver. You hereby forever discharge and release Vasion, its affiliates and each of its subsidiaries and their respective employees, contractors, directors, suppliers and representatives from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, and/or that relates directly or indirectly to: (i) the Services; (ii) any inaccurate, incomplete, unreliable, illegal or infringing content posted on the Services, whether caused by us or any user of the Services, or by any of the equipment or programming associated with or utilized in the Services; (iii) the conduct, whether online or offline, of any user; (iv) any injury, loss or damage caused by another user or User Content posted on the Services, whether online or offline; and (v) any error, omission, interruption, deletion, defect, delay in operation and/or transmission, communications line failure, theft and/or destruction and/or unauthorized access to, and/or alteration of, the Services users’ communications. - Miscellaneous
15.1 Entire Agreement; Conflict. Unless otherwise agreed to by Vasion and you in writing, the Terms (including, without limitation, the terms and conditions set forth herein and Vasion’s operating rules, policies and/or procedures as described above) constitutes the entire agreement between Vasion and you concerning the subject matter hereof.
15.2 Governing Law and Venue. These Terms will be interpreted, construed, and enforced in all respects in accordance with the local laws and jurisdiction of the state of Utah, U.S.A., without reference to its choice of law rules to the contrary. For purposes of determining the governing law, you and Vasion agree that Vasion is the proponent of these Terms.
15.3 Severability. If any part of the Terms is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect. A waiver by either party of any term or condition of the Terms and/or any breach thereof, in any one instance, will not waive such term and/or condition or any subsequent breach thereof.
15.4 Assignment. You may not assign your rights under the Terms to any other party without Vasion’s express prior written consent; Vasion may assign its rights under the Terms without condition. The Terms will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.
15.5 Force Majeure. Except for payment obligations, neither Vasion nor user of the Services will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, shortages, riots, pandemics, fires, acts of God, war, strikes, terrorism, and governmental action.
15.6 Survival. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity provisions and limitations of liability.
15.7No Waiver. No waiver by either you and/or Vasion of any breach and/or default and/or failure to exercise any right allowed under the Terms is a waiver of any preceding and/or subsequent breach and/or default and/or a waiver and/or forfeiture of any similar and/or future rights under the Terms.
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