TERMS OF SERVICE
Effective Date: August 23, 2018
ARBITRATION NOTICE: PLEASE READ THE BINDING ARBITRATION CLAUSE IN SECTION 10 AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH VANGUARDIUM ON AN INDIVIDUAL BASIS, THROUGH FINAL AND BINDING ARBITRATION, EXCEPT FOR DISPUTES THAT CAN BE HEARD IN SMALL CLAIMS COURT OR CLAIMS FOR EQUITABLE RELIEF. YOU AND VANGUARDIUM WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
Rights We Grant You
Vanguardium grants you a personal, worldwide, royalty-free, non-assignable, nonexclusive, revocable, and non-sublicensable license to access and use the Site as permitted in these Terms. You are not allowed to modify, distribute, sell or lease any part of the Site. We reserve all other rights.
Except for the content you provide, all other information and content contained in the Site are the property of Vanguardium or its subsidiaries or affiliated companies and/or third-party licensors (“Vanguardium Content”). The rights granted to you in these Terms do not permit you to: (a) resell, distribute or use the Vanguardium Content for a commercial purpose; (b) publish or display of any Vanguardium Content, other than for a personal use; (c) modify or otherwise make any derivative uses of the Site or Vanguardium Content; (d) use any data mining, robots or similar data gathering or extraction methods; (e) download (except page caching) of any portion of the Site or Vanguardium Content, except as expressly permitted; or (f) use the Site or Vanguardium Content for any purpose other than their intended purposes and within the rights granted to you. Any other use of the Site or Vanguardium Content is strictly prohibited and may violate intellectual property rights or other laws.
Rights You Grant Us
We may allow you to create, post, submit, publish, share and store your content on the Site, including any feedback or suggestion (“Your Content”). You retain any ownership rights that you have in Your Content, and you grant to Vanguardium and our licensees an unrestricted, worldwide, perpetual, irrevocable, fully sub-licenseable, nonexclusive, and royalty-free right to (a) host, store, use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, sublicense, publicly perform and publicly display Your Content in any form, format, media or media channels now known or later developed or discovered; and (b) use the name, identity, likeness and voice (or other biographical information) that you submit in connection with Your Content.
You are solely responsible for Your Content and the consequences of posting, publishing, sharing or storing it on the Site. By uploading and publishing Your Content, you represent that: (1) you are the creator and owner of Your Content or have all necessary licenses, rights, consents, and permissions use the same on the Site; (2) Your Content does not and will not defame any person or infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; and (3) Your Content does not contain any viruses, adware, spyware, worms, or other harmful or malicious code.
You may delete any part or all of Your Content at any time, except that if (i) you shared Your Content with others on the Site and they copied or stored any prior of Your Content (e.g., made a clip); or (ii) Your Content is included in our promotional materials; then to the extent that Your Content is copied, stored or included in other materials, then Your Content may continue to exist.
We have the right to access, review, screen, and delete Your Content at any time and for any reason, but we are not required to do so. If we become aware of any potential violation of these Terms, we reserve the right (but shall have no obligation) to decide whether Your Content complies with requirements set out in these Terms. We may remove Your Content and/or terminate your Account, at any time without prior notice and at our sole discretion if any aspect of Your Content is in violation of these Terms.
Third Party Content
In addition to Your Content, the Site may include third party content (collectively the “Third-Party Content”). Vanguardium does not create, update, control, endorse or monitor any Third-Party Content and makes no representation or warranties of any kind regarding the Third-Party Content, including its accuracy or completeness. Vanguardium is not responsible for any Third Party Content on the Site.
Restrictions on Use
You will use the Site only as expressly allowed by these Terms and in accordance with applicable law and you are solely responsible for your conduct on the Site. You will not to use the Site or help anyone use the Site to compromise our rights, the rights or safety of others, or interfere with the functionality of the Site, including
- use our brand, logos, designs, Vanguardium Content or any other materials used in the Site in a way that has a detrimental effect on Vanguardium, as determined in our sole discretion;
- copy, archive, download, upload, distribute, syndicate, broadcast, perform, display, make available, or otherwise use any portion of the Site or Vanguardium Content except as expressly permitted by these Terms;
- use the Site for any unlawful, invasive, infringing, defamatory or fraudulent purpose or in a way that has a detrimental effect upon other users of the Site, as determined in our sole discretion;
- publish harassing, obscene, racist, malicious, abusive, libelous, illegal, pornographic, graphic violence, threatening, hate speech, deceptive materials or materials that incite violence in Your Content;
- use any robot, spider, crawler, scraper or other automated means to access the Site or extract user information;
- develop any third-party applications that interact with the Site or other users’ content or information without our written consent;
- damage, disable, overburden, or impair the functioning of the Site;
- use or attempt to use another user’s account, username, or password or solicit login credentials from another user;
- commit or attempt to commit a crime or facilitate the commission of any crime or other illegal or tortious act;
- upload viruses or other malicious code or otherwise compromise the security of the Site;
- circumvent our efforts to filter Your Content or Vanguardium Content or attempt to access areas or features of the Site that you are not authorized to access;
- alter, tamper with or circumvent any aspect of the Site;
- test or reverse engineer the source code of the Site in order to find limitations or vulnerabilities; or
- use the Vanguardium Content or Site for an illegal purpose or one that is prohibited by these Terms or applicable law.
Third Party Sites
The Site may include hyperlinks to other websites, applications, or resources that are owned, controlled, developed, sponsored and/or maintained by third parties and which may be subject to additional terms and conditions (each, a “Third Party Site”). Vanguardium does not review, monitor, operate and/or control over Third Party Sites and assumes no responsibility for, the content, privacy policies, or practices of any Third Party Site. You acknowledge and agree that Vanguardium is not responsible for any loss or damage which you may incur as a result of the availability of any such Third Party Site, and does not endorse any advertising, products or other materials on or available from such Third Party Site. You are responsible for deciding if you want to access or use the Third Party Site that link from the Site and any use of the Third Party Site is at your own risk.
We respect the intellectual property of others and are committed to helping you protect your intellectual property rights. If you are a copyright owner or agent thereof and believe your work has been reproduced or distributed on the Site in a way that constitutes a copyright infringement, please notify us by completing the Copyright Infringement Claims form available at www.vanguardium.legal/copyrights.
Termination and Modification
We may terminate or restrict your use of the Site, without compensation or notice, if you are or if we suspect that you are in violation of any of these Terms, or engaged in illegal or improper use of the Site.
Vanguardium also reserves the right to modify, suspend, or discontinue at any time, with or without notice, any aspect of the Site, including the Site’s features, look and feel, and functional elements and related services.
To the fullest extent permitted by law, you agree to indemnify and hold Vanguardium and our affiliates, and our respective partners, employees, and agents (collectively, the “Related Parties”) harmless from and against any and all losses, liabilities, expenses, judgments, settlements, costs, or damages (including attorneys’ fees, court costs, and expert witness fees) resulting from claims asserted by third parties arising out of or in connection with: (a) your access to or use of the Site; (b) Your Content; or (c) your breach of these Terms.
Disclaimers; Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT THE SITE: (A) WILL BE SECURE, ERROR-FREE, OR TIMELY; (B) WILL FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS; OR (C) THAT ANY CONTENT OR INFORMATION YOU OBTAIN ON OR THROUGH THE SITE WILL BE TIMELY OR ACCURATE. WHILE WE ATTEMPT TO MAKE YOUR ACCESS AND USE OF THE SITE SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE SITE OR OUR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, AND THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. THE RELATED PARTIES ARE NOT RESPONSIBLE AND ASSUMES NO LIABILITY FOR ANY CONTENT THAT YOU, ANOTHER USER, OR A THIRD PARTY CREATES, UPLOADS, POSTS, SENDS, RECEIVES, OR STORES ON OR THROUGH THE SITE. YOU UNDERSTAND AND AGREE THAT YOU MAY BE EXPOSED TO CONTENT THAT MIGHT BE OFFENSIVE, ILLEGAL, MISLEADING, OR OTHERWISE INAPPROPRIATE, NONE OF WHICH THE RELATED PARTIES WILL BE RESPONSIBLE FOR. THE ADVICE OR INFORMATION WE PROVIDE TO YOU THROUGH OR RELATING TO THE SITES DO NOT CREATE ANY WARRANTY.
TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW THE RELATED PARTIES DISCLAIM ALL LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND FURTHER DISCLAIM ALL LOSSES, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH ACCESS TO THE SITE, EVEN IF VANGUARDIUM AND/OR RELATED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, THE LIABILITY OF ANY OF THE RELATED PARTIES WILL NOT EXCEED THE AMOUNT YOU PAID VANGUARDIUM, IF ANY, IN THE LAST TWELVE (12) MONTHS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU AND THE LIABILITY OF THE RELATED PARTIES WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. NOTHING IN THESE TERMS WILL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
Arbitration Agreement, Class-Action Waiver, and Jury Waiver
You and Vanguardium agree that any dispute or claim that arises out of these Terms or the Site will be determined by binding arbitration, except for those claims that can be heard in small claims court (or its equivalent in your jurisdiction) or if either you or Vanguardium seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents. Arbitration means that an arbitrator and not a judge or jury will decide the claim. You acknowledge and agree that you and Vanguardium are each waiving the right to a trial by jury. You further acknowledge and agree that you waive your right to participate in a class-action lawsuit or class-wide arbitration. If there are any limitations to the enforcement of arbitration or waiver of class or representative action with respect to a particular claim for relief, then that claim (and only that claim) must be severed from arbitration and be brought in state or federal courts located in the Northern District of California.
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules then in effect (the "AAA Rules"), except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org/Rules or by calling the AAA at 1-800-778-7879. The U.S. Federal Arbitration Act governs the interpretation and enforcement of this Section 13.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules, and if sent to Vanguardium, the Demand for Arbitration must be emailed to: firstname.lastname@example.org. Arbitration will be conducted by a single neutral arbitrator who will be appointed in accordance with the AAA Rules. Payment of all filing, administration or arbitration fees will be governed by the AAA Rules.
Any claim or dispute for USD$10,000 or less may be resolved through arbitration conducted by (a) desk/documents only; (b) telephone, online, written submissions, or any combination of the three. It will not include personal appearances by parties or witnesses unless we both agree otherwise. For claims of USD$10,000 or more, the AAA Rules will determine the right to a hearing.
For all arbitration proceedings, the arbitrator will issue a written award and statement of decision describing the arbitrator’s essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator’s award is final and legally enforceable.
About these Terms
Vanguardium may modify these Terms at anytime, for example, to reflect changes to applicable laws or changes to the Site. You should review these Terms regularly. If you do not agree to the modified Terms, you should discontinue your use of the Site. By continuing to use the Site after the modified Terms are posted, you agree to the modified Terms. You will be subject to the Terms in force at the time that you use the Site.
If you violate any of these Terms, and we not immediately enforce our rights, we have not given up our right to do so and may enforce our rights in the future.
If any provision of these Terms are not enforceable, it will not affect the remaining provisions, which will remain in full force and effect.
These Terms control the relationship between you and Vanguardium. They do not create any third party beneficiary rights.
The laws of the State of California, U.S.A., excluding California’s conflict of laws rules, will apply to any disputes arising out of or relating to these Terms or the Site. Any legal action or proceeding arising under these Terms that can be litigated in court will be brought exclusively in the state and federal courts located in San Francisco, California.
To contact Vanguardium, please visit our “Contact Us” page available at www.vanguardium.legal/contact.