TERMOS E CONDIÇÕES
Last updated August 28,
2022
TABLE OF CONTENTS
1. AGREEMENT TO TERMS
2. INTELLECTUAL PROPERTY
RIGHTS
3. USER REPRESENTATIONS
4. PROHIBITED ACTIVITIES
5. USER GENERATED CONTRIBUTIONS
6.
CONTRIBUTION LICENSE
7. GUIDELINES FOR REVIEWS
8. SOCIAL MEDIA
9. SUBMISSIONS
10.
THIRD-PARTY WEBSITE AND CONTENT
11. SITE MANAGEMENT
12. PRIVACY POLICY
13. TERM AND
TERMINATION
14. MODIFICATIONS AND INTERRUPTIONS
15. GOVERNING LAW
16. DISPUTE RESOLUTION
17.
CORRECTIONS
18. DISCLAIMER
19. LIMITATIONS OF LIABILITY
20. INDEMNIFICATION
21. USER
DATA
22. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
23. CALIFORNIA USERS AND
RESIDENTS
24. MISCELLANEOUS
25. CONTACT US
1. AGREEMENT TO TERMS
These Terms of
Use constitute a legally binding agreement made between you, whether personally or on behalf of an
entity you and us, concerning your access to and use of the Vip website as
well as any other media form, media channel, mobile website or mobile application related, linked, or
otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have
read, understood, and agreed to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF
THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE
IMMEDIATELY.
Supplemental TERMOS E CONDIÇÕES or documents that may be posted on the Site from time
to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole
discretion, to make changes or modifications to these Terms of Use from time to time. We will alert you
about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to
receive specific notice of each such change. Please ensure that you check the applicable Terms every
time you use our Site so that you understand which Terms apply. You will be subject to, and will be
deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your
continued use of the Site after the date such revised Terms of Use are posted.
The information
provided on the Site is not intended for distribution to or use by any person or entity in any
jurisdiction or country where such distribution or use would be contrary to law or regulation or which
would subject us to any registration requirement within such jurisdiction or country. Accordingly, those
persons who choose to access the Site from other locations do so on their own initiative and are solely
responsible for compliance with local laws, if and to the extent local laws are applicable.
The
Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and
Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your
interactions would be subjected to such laws, you may not use this Site. You may not use the Site in a
way that would violate the Gramm-Leach-Bliley Act (GLBA).
The Site is intended for users who are
at least 18 years old. Persons under the age of 18 are not permitted to use or register for the
Site.
2. INTELLECTUAL PROPERTY RIGHTS
Unless otherwise indicated, the Site is our
proprietary property and all source code, databases, functionality, software, website designs, audio,
video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks,
service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to
us, and are protected by copyright and trademark laws and various other intellectual property rights and
unfair competition laws of the United States, international copyright laws, and international
conventions. The Content and the Marks are provided on the Site “AS IS” for your information and
personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no
Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly
displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any
commercial purpose whatsoever, without our express prior written permission.
Provided that you
are eligible to use the Site, you are granted a limited license to access and use the Site and to
download or print a copy of any portion of the Content to which you have properly gained access solely
for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the
Site, the Content and the Marks.
3. USER REPRESENTATIONS
By using the Site, you
represent and warrant that: (1) you have the legal capacity and you agree to comply with these Terms of
Use; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Site
through automated or non-human means, whether through a bot, script, or otherwise; (4) you will not use
the Site for any illegal or unauthorized purpose; and (5) your use of the Site will not violate any
applicable law or regulation.
If you provide any information that is untrue, inaccurate, not
current, or incomplete, we have the right to suspend or terminate your account and refuse any and all
current or future use of the Site (or any portion thereof).
4. PROHIBITED
ACTIVITIES
You may not access or use the Site for any purpose other than that for which we make
the Site available. The Site may not be used in connection with any commercial endeavors except those
that are specifically endorsed or approved by us.
As a user of the Site, you agree not
to:
Systematically retrieve data or other content from the Site to create or compile, directly or
indirectly, a collection, compilation, database, or directory without written permission from
us.
Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive
account information such as user passwords.
Circumvent, disable, or otherwise interfere with
security-related features of the Site, including features that prevent or restrict the use or copying of
any Content or enforce limitations on the use of the Site and/or the Content contained
therein.
Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
Use any
information obtained from the Site in order to harass, abuse, or harm another person.
Make improper
use of our support services or submit false reports of abuse or misconduct.
Use the Site in a manner
inconsistent with any applicable laws or regulations.
Engage in unauthorized framing of or linking to
the Site.
Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other
material, including excessive use of capital letters and spamming (continuous posting of repetitive
text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies,
impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of
the Site.
Engage in any automated use of the system, such as using scripts to send comments or
messages, or using any data mining, robots, or similar data gathering and extraction tools.
Delete
the copyright or other proprietary rights notice from any Content.
Attempt to impersonate another
user or person or use the username of another user.
Upload or transmit (or attempt to upload or to
transmit) any material that acts as a passive or active information collection or transmission
mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web
bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection
mechanisms” or “pcms”).
Interfere with, disrupt, or create an undue burden on the Site or the
networks or services connected to the Site.
Harass, annoy, intimidate, or threaten any of our
employees or agents engaged in providing any portion of the Site to you.
Attempt to bypass any
measures of the Site designed to prevent or restrict access to the Site, or any portion of the
Site.
Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript,
or other code.
Except as permitted by applicable law, decipher, decompile, disassemble, or reverse
engineer any of the software comprising or in any way making up a part of the Site.
Except as may be
the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any
automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline
reader that accesses the Site, or using or launching any unauthorized script or other software.
Use a
buying agent or purchasing agent to make purchases on the Site.
Make any unauthorized use of the
Site, including collecting usernames and/or email addresses of users by electronic or other means for
the purpose of sending unsolicited email, or creating user accounts by automated means or under false
pretenses.
Use the Site as part of any effort to compete with us or otherwise use the Site and/or the
Content for any revenue-generating endeavor or commercial enterprise.
5. USER GENERATED
CONTRIBUTIONS
The Site does not offer users to submit or post content. We may provide you with
the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast
content and materials to us or on the Site, including but not limited to text, writings, video, audio,
photographs, graphics, comments, suggestions, or personal information or other material (collectively,
"Contributions"). Contributions may be viewable by other users of the Site and through third-party
websites. As such, any Contributions you transmit may be treated in accordance with the Site Privacy
Policy. When you create or make available any Contributions, you thereby represent and warrant
that:
The creation, distribution, transmission, public display, or performance, and the accessing,
downloading, or copying of your Contributions do not and will not infringe the proprietary rights,
including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any
third party.
You are the creator and owner of or have the necessary licenses, rights, consents,
releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your
Contributions in any manner contemplated by the Site and these Terms of Use.
You have the written
consent, release, and/or permission of each and every identifiable individual person in your
Contributions to use the name or likeness of each and every such identifiable individual person to
enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of
Use.
Your Contributions are not false, inaccurate, or misleading.
Your Contributions are not
unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam,
mass mailings, or other forms of solicitation.
Your Contributions are not obscene, lewd, lascivious,
filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by
us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your
Contributions are not used to harass or threaten (in the legal sense of those terms) any other person
and to promote violence against a specific person or class of people.
Your Contributions do not
violate any applicable law, regulation, or rule.
Your Contributions do not violate the privacy or
publicity rights of any third party.
Your Contributions do not violate any applicable law concerning
child pornography, or otherwise intended to protect the health or well-being of minors.
Your
Contributions do not include any offensive comments that are connected to race, national origin, gender,
sexual preference, or physical handicap.
Your Contributions do not otherwise violate, or link to
material that violates, any provision of these Terms of Use, or any applicable law or regulation.
Any
use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other
things, termination or suspension of your rights to use the Site.
6. CONTRIBUTION
LICENSE
You agree that we may access, store, process, and use any information and personal data
that you provide following the terms of the Privacy Policy and your choices (including
settings).
By submitting suggestions or other feedback regarding the Site, you agree that we can
use and share such feedback for any purpose without compensation to you.
We do not assert any
ownership over your Contributions. You retain full ownership of all of your Contributions and any
intellectual property rights or other proprietary rights associated with your Contributions. We are not
liable for any statements or representations in your Contributions provided by you in any area on the
Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate
us from any and all responsibility and to refrain from any legal action against us regarding your
Contributions.
7. GUIDELINES FOR REVIEWS
We may provide you areas on the Site to leave
reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should
have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain
offensive profanity, or abusive, racist, offensive, or hate language; (3) your reviews should not
contain discriminatory references based on religion, race, gender, national origin, age, marital status,
sexual orientation, or disability; (4) your reviews should not contain references to illegal activity;
(5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make
any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements;
and (8) you may not organize a campaign encouraging others to post reviews, whether positive or
negative.
We may accept, reject, or remove reviews in our sole discretion. We have absolutely no
obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or
inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views
of any of our affiliates or partners. We do not assume liability for any review or for any claims,
liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a
perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and
license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all
content relating to reviews.
8. SOCIAL MEDIA
As part of the functionality of the Site,
you may link your account with online accounts you have with third-party service providers (each such
account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information
through the Site; or (2) allowing us to access your Third-Party Account, as is permitted under the
applicable TERMOS E CONDIÇÕES that govern your use of each Third-Party Account. You represent and
warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant
us access to your Third-Party Account, without breach by you of any of the TERMOS E CONDIÇÕES that
govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or
making us subject to any usage limitations imposed by the third-party service provider of the
Third-Party Account. By granting us access to any Third-Party Accounts, you understand that (1) we may
access, make available, and store (if applicable) any content that you have provided to and stored in
your Third-Party Account (the “Social Network Content”) so that it is available on and through the Site
via your account, including without limitation any friend lists and (2) we may submit to and receive
from your Third-Party Account additional information to the extent you are notified when you link your
account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to
the privacy settings that you have set in such Third-Party Accounts, personally identifiable information
that you post to your Third-Party Accounts may be available on and through your account on the Site.
Please note that if a Third-Party Account or associated service becomes unavailable or our access to
such Third Party Account is terminated by the third-party service provider, then Social Network Content
may no longer be available on and through the Site. You will have the ability to disable the connection
between your account on the Site and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR
RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS
GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. We make no effort to
review any Social Network Content for any purpose, including but not limited to, for accuracy, legality,
or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and
agree that we may access your email address book associated with a Third-Party Account and your contacts
list stored on your mobile device or tablet computer solely for purposes of identifying and informing
you of those contacts who have also registered to use the Site. You can deactivate the connection
between the Site and your Third-Party Account by contacting us using the contact information below or
through your account settings (if applicable). We will attempt to delete any information stored on our
servers that was obtained through such Third-Party Account, except the username and profile picture that
become associated with your account.
9. SUBMISSIONS
You acknowledge and agree that any
questions, comments, suggestions, ideas, feedback, or other information regarding the Site
("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall
own exclusive rights, including all intellectual property rights, and shall be entitled to the
unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise,
without acknowledgment or compensation to you. You hereby waive all moral rights to any such
Submissions, and you hereby warrant that any such Submissions are original with you or that you have the
right to submit such Submissions. You agree there shall be no recourse against us for any alleged or
actual infringement or misappropriation of any proprietary right in your Submissions.
10.
THIRD-PARTY WEBSITE AND CONTENT
The Site may contain (or you may be sent via the Site) links to
other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures,
designs, music, sound, video, information, applications, software, and other content or items belonging
to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party
Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by
us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party
Content posted on, available through, or installed from the Site, including the content, accuracy,
offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the
Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or
installation of any Third-Party Websites or any Third-Party Content does not imply approval or
endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use
or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of
Use no longer govern. You should review the applicable terms and policies, including privacy and data
gathering practices, of any website to which you navigate from the Site or relating to any applications
you use or install from the Site. Any purchases you make through Third-Party Websites will be through
other websites and from other companies, and we take no responsibility whatsoever in relation to such
purchases which are exclusively between you and the applicable third party. You agree and acknowledge
that we do not endorse the products or services offered on Third-Party Websites and you shall hold us
harmless from any harm caused by your purchase of such products or services. Additionally, you shall
hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any
way from any Third-Party Content or any contact with Third-Party Websites.
11. SITE
MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Site for violations
of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion,
violates the law or these Terms of Use, including without limitation, reporting such user to law
enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to,
limit the availability of, or disable (to the extent technologically feasible) any of your Contributions
or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to
remove from the Site or otherwise disable all files and content that are excessive in size or are in any
way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our
rights and property and to facilitate the proper functioning of the Site.
12. TERM
AND TERMINATION
These Terms of Use shall remain in full force and effect while you use the Site.
WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE
DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING
CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR
BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE
LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR
INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
If we terminate
or suspend your account for any reason, you are prohibited from registering and creating a new account
under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on
behalf of the third party. In addition to terminating or suspending your account, we reserve the right
to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive
redress.
13. MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify,
or remove the contents of the Site at any time or for any reason at our sole discretion without notice.
However, we have no obligation to update any information on our Site. We also reserve the right to
modify or discontinue all or part of the Site without notice at any time. We will not be liable to you
or any third party for any modification, price change, suspension, or discontinuance of the
Site.
We cannot guarantee the Site will be available at all times. We may experience hardware,
software, or other problems or need to perform maintenance related to the Site, resulting in
interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue,
or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have
no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use
the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be
construed to obligate us to maintain and support the Site or to supply any corrections, updates, or
releases in connection therewith.
15. DISPUTE RESOLUTION
Informal Negotiations
To
expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of
Use (each "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a
“Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute
(except those Disputes expressly provided below) informally for at least thirty (30) days before
initiating arbitration. Such informal negotiations commence upon written notice from one Party to the
other Party.
Binding Arbitration
Any dispute arising out of or in connection with this
contract, including any question regarding its existence, validity, or termination, shall be referred to
and finally resolved by the International Commercial Arbitration Court under the European Arbitration
Chamber (Belgium, Brussels, Avenue Louise, 146) according to the Rules of this ICAC, which, as a result
of referring to it, is considered as the part of this clause.
Restrictions
The Parties
agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full
extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no
right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action
procedures; and (c) there is no right or authority for any Dispute to be brought in a purported
representative capacity on behalf of the general public or any other persons.
Exceptions to
Informal Negotiations and Arbitration
The Parties agree that the following Disputes are not
subject to the above provisions concerning informal negotiations and binding arbitration: (a) any
Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property
rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion
of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to
be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that
portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a
court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree
to submit to the personal jurisdiction of that court.
16. CORRECTIONS
There may be
information on the Site that contains typographical errors, inaccuracies, or omissions, including
descriptions, pricing, availability, and various other information. We reserve the right to correct any
errors, inaccuracies, or omissions and to change or update the information on the Site at any time,
without prior notice.
17. DISCLAIMER
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE
BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST
EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND
YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY
OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL
ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND
MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS
TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL
PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF
TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE
TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT
AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT
POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR
ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE
SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER
ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION
BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR
SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION
WHERE APPROPRIATE.
18. LIMITATIONS OF LIABILITY
IN NO EVENT WILL WE OR OUR DIRECTORS,
EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA,
OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
19. INDEMNIFICATION
You agree to defend, indemnify, and hold us
harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners,
and employees, from and against any loss, damage, liability, claim, or demand, including reasonable
attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site; (2)
breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these
Terms of Use; (4) your violation of the rights of a third party, including but not limited to
intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom
you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to
assume the exclusive defense and control of any matter for which you are required to indemnify us, and
you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts
to notify you of any such claim, action, or proceeding which is subject to this indemnification upon
becoming aware of it.
20. USER DATA
We will maintain certain data that you transmit to
the Site for the purpose of managing the performance of the Site, as well as data relating to your use
of the Site. Although we perform regular routine backups of data, you are solely responsible for all
data that you transmit or that relates to any activity you have undertaken using the Site. You agree
that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive
any right of action against us arising from any such loss or corruption of such data.
21.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and
completing online forms constitute electronic communications. You consent to receive electronic
communications, and you agree that all agreements, notices, disclosures, and other communications we
provide to you electronically, via email and on the Site, satisfy any legal requirement that such
communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS,
AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS
INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any
statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original
signature or delivery or retention of non-electronic records, or to payments or the granting of credits
by any means other than electronic means.
22. CALIFORNIA USERS AND RESIDENTS
If any
complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the
Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North
Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916)
445-1254.
23. MISCELLANEOUS
These Terms of Use and any policies or operating rules
posted by us on the Site or in respect to the Site constitute the entire agreement and understanding
between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use
shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest
extent permissible by law. We may assign any or all of our rights and obligations to others at any time.
We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause
beyond our reasonable control. If any provision or part of a provision of these Terms of Use is
determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed
severable from these Terms of Use and does not affect the validity and enforceability of any remaining
provisions. There is no joint venture, partnership, employment or agency relationship created between
you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will
not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you
may have based on the electronic form of these Terms of Use and the lack of signing by the parties
hereto to execute these Terms of Use.
24. CONTACT US
In order to resolve a complaint
regarding the Site or to receive further information regarding use of the Site, please contact us
at: