1.0 Policies
This Terms or Use Agreement (the “Agreement”) is made by and between VCSonline, and the user on behalf of itself and its subsidiaries
1.1 The user represents and warrants that: (i) the use of any application by VCSonline will not violate any applicable law or regulation; and (ii) have the capacity to enter into a legal agreement in the province, state or country in which you reside.
1.2 VCSonline applications include public areas, registered member-only areas and restricted community areas. Access to the public areas of a VCSonline application requires your acceptance of this Agreement without qualification as signified by your use of VCSonline. If you do not agree with any term or condition of this Agreement, do not use the application or applications by VCSonline. To access the registered user-only and community areas of the application by VCSonline you are required to: (i) register with VCSonline and the community; and (ii) confirm your acceptance of this Agreement by placing a checkmark in the I AGREE box on the registration page and logging in by entering your username and password. If you disagree with any term or condition of this Agreement, do NOT place a checkmark in the "I ACCEPT" box, do NOT attempt to log in, discontinue using the VPMi application by VCSonline and instruct VCSonline to disable any password assigned to you. To access any restricted areas, you must be able to access the registered-only area of the application by VCSonline and be one of the individuals for whom that restricted area was created. You may be required to agree to additional terms and conditions as well.
1.3 To register with VCSonline and the VPMi application, please complete the online registration form. Upon successfully registering, you will be given a username and a password that you can use to access the registered user-only area of the application by VCSonline. In registering, you represent and warrant that any information you provide about yourself is true and that you will maintain and promptly update such information to keep it current.
1.4 You are fully responsible for all activities conducted under your username and password. You must ensure that no unauthorized access to the application by VCSonline is obtained through your username and password and take all necessary steps to keep them confidential. You shall inform VCSonline immediately if you have any reason to believe that your password has become known to or been used by any other person.
1.5 VCSonline may change your username or password at any time, for security reasons, and will notify you when it does so.
1.6 VCSonline reserves the right, in its sole discretion, to restrict, suspend or terminate your access to all or any part of the application by VCSonline without prior notice and without liability.
2.0 PRIVACY
2.1 You have read the Privacy Policy and consent to the use of your personal information as described therein.
2.2 Subject to the Privacy Policy, VCSonline reserves the right to access, use, disclose and destroy all registration data or other data relating to how users and members use applications by VCSonline.
2.3 VCSonline reserves the right to communicate with you regarding your use of VCSonline. You consent to VCSonline’s use of any contact information that you provide to VCSonline in doing so.
3.0 USE OF VCSonline WEBSITE AND APPLICATIONS
3.1 You may use applications or website by VCSonline for your own personal or business use, in a manner that respects other users and VCSonline.
3.2 You agree that you will not use any applications or website by VCSonline to:
· collect or store information about any individual, user or member for unlawful purposes;
· impersonate any person or entity, including, but not limited to, a VCSonline official or employee, or falsely state or otherwise misrepresent your affiliation with a person or entity;
· either directly or indirectly transmit any unsolicited bulk email or unsolicited commercial email or otherwise violate VCSonline’s Anti-Spam Policy; interfere with, disrupt or damage VCSonline or servers or networks connected to VCSonline, or disobey any requirements, procedures, policies or regulations of networks connected to VCSonline;
· intentionally or unintentionally violate any applicable local, provincial, state, national or international law, and any regulations having the force of law; or access VCSonline after your account or access has been suspended or terminated by VCSonline.
3.3 VCSonline may use filtering technology or other measures in its efforts to stop unsolicited bulk email and unsolicited commercial email. If your use of VCSonline includes email or messaging services, then such filtering technology or other measures may block, either temporarily or permanently, some messages sent to you through the VCSonline application, even if such email does not violate the Anti-Spam Policy. VCSonline assumes no liability for the blocking of such transmissions.
3.4 You agree not to use any crawler, spider, bot or other program that simulates human activity to automatically extract any Content (see definition in section 4.1) accessible on or via VCSonline applications.
4.0 CONTENT
4.1 You acknowledge and agree that all information, links, emails, postings, code, data, text, software, music, sound, photographs, pictures, graphics, video, chat, messages, files, or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. This means that you, and not VCSonline, are fully responsible for all Content that you post, transmit or otherwise make available on or via VCSonline applications. You represent, warrant and covenant that you have now and that you will continue to have all necessary rights and authority to grant any licenses in or to such Content and that such Content will not infringe any proprietary right of any third party.
4.2 The Content included in any alert or other communication from VCSonline to you is deemed Content available on VCSonline and its applications.
4.3 With respect to any Content you post, transmit or otherwise make available in public areas on an application by VCSonline are unprotected. However, any Content that you post, transmit or otherwise make available on or via an VCSonline application that contains personally identifiable information will be used only in accordance with the VCSonline’s Privacy Policy. Content posted within members-only or restricted areas of a application by VCSonline are only available to registered application members with sufficient permissions and is the sole responsibility of the application owner unless stated otherwise.
4.4 VCSonline reserves the right, in its sole discretion, to reject, refuse to post, remove or block access to any Content that is available via or on VCSonline at any time, without notice and without liability.
4.5 It is recommended you maintain back-up copies of any Content that you make available or accessible through a application by VCSonline. VCSonline will not provide you with a copy of that Content in any event including, but not limited to, its deletion by VCSonline or the suspension or termination of your right to access the portion of the application by VCSonline where it was posted. VCSonline is not responsible for Content that is lost or destroyed on VCSonline.
4.6 VCSonline does not control the Content that users, members or third parties post, transmit, or otherwise make available on or via applications by VCSonline or through any links available on VCSonline. As such, VCSonline does not guarantee the accuracy, integrity or quality of such Content. Before using or relying on any Content available on or via applications by VCSonline please take reasonable steps to verify its accuracy, completeness or usefulness: you are using it at your own risk.
4.7 VCSonline does not pre-screen Content that users, members or third parties post, transmit or otherwise make available on or via applications by VCSonline, although VCSonline reserves the right to do so. VCSonline does not guarantee that any screening that it opts to do will be done to your satisfaction or that any screening will be done at all.
4.8 Without limiting sections 6 and 7 of this Agreement, under no circumstances will VCSonline be liable in any way for any Content that users, members or third parties post, transmit or otherwise make available on or via applications by VCSonline, including, but not limited to, for any errors or omissions in any such Content, any misattribution of such Content, or any loss or damage of any kind incurred as a result of the use of such Content.
4.9 You agree that you will not use applications by VCSonline to upload, post, email, otherwise transmit, or post links to any Content that:
· is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful, or racially, sexually, ethnically or otherwise objectionable;
· promotes illegal activity including, without limitation, the provision of instructions for illegal activity;
· you do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships (such as inside information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
· infringes any intellectual property, industrial or other proprietary rights, protected or protectable, under the laws of The United States, any foreign country, or any political subdivision of any country, including, without limitation, all copyrights, moral rights (including rights of attribution and rights of integrity), trademarks, service marks, trade names, logos, brand names and other identifiers, trade secrets ("Rights") of any party, or contributing to inducing or facilitating such infringement; or is offensive to the spirit and nature of VCSonline or this Agreement.
4.10 Without first obtaining the written authorization of the owner of any Content made available on or via a application by VCSonline, you agree not to: post such Content on any publicly available web site or otherwise disseminate such Content otherwise than as permitted by law; or create derivative works based on such Content or any methodology apparent in it.
4.11 VCSonline reserves the right to monitor some, all, or no areas of applications by VCSonline and any electronic messages or other communications made using or over a application by VCSonline from time to time to verify adherence to this Agreement or any other rules, code of conduct or guidelines posted by VCSonline or as required by law.
5.0 SOFTWARE
5.1 From time to time, VCSonline in its sole discretion may make certain software available to you through the administration console (the VPMi Software). All VCSonline Software will be clearly identified as being provided by VCSonline, and if you are not required to agree to the terms and conditions of a license agreement specific to that VCSonline Software before being permitted to download it, then your use of that VCSonline Software is subject to the terms and conditions of this Agreement, and you may use that VCSonline Software solely in connection with VCSonline.
6.0 WARRANTIES
6.1 VCSonline is provided as is, with no warranties or conditions whatsoever.
6.2 VCSonline expressly disclaims all express, implied, and statutory warranties or conditions, including, without limitation, the warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement of rights and those arising through course of dealing, usage or trade.
6.3 Without limiting sections 6.1 and 6.2, VCSonline does not warrant that any application by VCSonline:
· will be available at all times;
· will operate without errors;
· will be accessible regardless of the hardware or software that you wish to employ to access it;
· is absolutely secure, notwithstanding VCSonline’s use of commercially reasonable efforts to secure it; or
· is free from viruses or other harmful code, notwithstanding VCSonline use of commercially reasonable efforts to identify and eliminate such code.
6.4 All exclusions of responsibility or liability set out in this agreement are made to the fullest extent permitted by law.
6.5 Some jurisdictions do not allow the exclusion of certain implied warranties or limitations on how long an implied warranty may last. If any jurisdiction having applicability to this Agreement does not permit any such exclusion or limitation, VCSonline’s total liability to you in connection with any breach of such a warranty shall be subject to section 7.
7.0 LIMITATION OF LIABILITY
7.1 In no event shall VCSonline, its representatives or suppliers, be liable for any special, incidental, consequential, exemplary or indirect damages resulting from or arising in connection with applications by VCSonline or this Agreement, including without limitation, loss of revenues, the incapacity to reach any objective, or the loss of data or of computer time use, even if VCSonline has been advised of the possibility of such damages by you or any other person.
7.2 In no event shall VCSonline be liable to you or any person on account of your or that persons use or misuse of and reliance on a application by VCSonline or the content or other materials accessible on or via a application by VCSonline.
7.3 In no event shall VCSonline be liable to your or any person with respect to damages incurred by reason of any services or goods received through or advertised on a application by VCSonline or received through any links provided in a application by VCSonline.
7.4 Without limiting sections 7.1, 7.2 and 7.3, the limit on the total cumulative liability of VCSonline (including its representatives and suppliers) to you or any person, for any claims arising out of or relating to a application by VCSonline or this Agreement shall not in any event exceed the greater of the following amounts: (i) the amount paid by you to VCSonline, if any, for access to VCSonline for one (1) month; and (2) $500.00.
7.5 The limitations in section 7.1, 7.2, 7.3 and 7.4 shall apply regardless of the causes or circumstances giving rise to the claim, even if such claim is based on breach of contract, negligence or other tort, and shall survive a fundamental breach or failure of essential purpose of any limited remedy or this Agreement.
7.6 Some jurisdictions do not allow the exclusion of incidental, special or consequential damages. If any jurisdiction having applicability to this Agreement does not permit any such exclusion or limitation, VCSonline’s total liability to you in connection with any incidental, special or consequential damages shall be limited by section 7.4.
7.7 You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, or relating to, your use of a application by VCSonline must be filed within one (1) year after such claim or cause of action arises, or be permanently barred.
8.0 INTELLECTUAL PROPERTY RIGHTS
8.1 Except as expressly provided, you are not granted any Rights in or to the Content available on or via a applications by VCSonline. All such Rights remain with VCSonline (including its representatives and suppliers) and the copyright owners.
8.2 You agree not to adapt, translate, modify, decompile, disassemble, or reverse engineer any aspect of a application by VCSonline, any VCSonline Software or any software or technology used in connection with VCSonline.
8.3 VPMi is a registered trademark of VCSonline and Virtual Communication Services, L.L.C. All other marks that appear throughout applications by VCSonline belong to VCSonline or the respective owners of such marks, and are protected by law. Any use of any of these marks without the express written consent of VCSonline or the owner of the mark, as appropriate, is strictly prohibited.
8.4 It is the policy of VCSonline to investigate and respond to claims of intellectual property infringement.
8.5 To the extent that any jurisdiction applicable to this Agreement has a notice and take-down scheme like the one set out in the United States' Digital Millennium Copyright Act, upon receipt of any notice alleging infringement that complies with such a scheme, VCSonline will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. VCSonline may attempt to contact the person who has posted such material in order to give that person an opportunity to respond to the notification, although VCSonline makes no promise to do so. Any and all counter notifications submitted by that person will be furnished to the complaining party. In all circumstances, VCSonline will give the complaining party an opportunity to seek judicial relief in accordance with any applicable laws before VCSonline replaces or restores access to any material as a result of any counter notification.
8.6 Notices of claimed infringement should be directed to:
VCSonline
P.O. Box 280
St. Louis, MO 63088-028
Fax: 815-352-1058
Email: support@VCSonline.com
Please put "Notice of Infringement" in the subject line of all such notifications and include in each such notice a reasonable description of the materials alleged to be infringing and the proprietary rights alleged to be infringed.
9.0 INDEMNITY AND RELEASE
9.1 You agree to indemnify VCSonline (its representatives and suppliers) and hold them harmless from any and all claims and expenses, including attorney's fees, arising from or relating to your use or misuse of a application by VCSonline, or from any person's use of any account or password you maintain for any areas of a application by VCSonline, regardless of whether such use is authorized by you, or from any breach of any of the representations, warranties or agreements made by you hereunder. You are hereby agreeing to release VCSonline and its representatives and suppliers from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you may have against them arising out of or in any way related to such disputes and/or to VCSonline. You hereby agree to waive all laws that may limit the efficacy of such releases.
10.0 CHANGES
10.1 VCSonline reserves the right to modify this Agreement from time to time, for any reason. When such changes occur, you will see the date when this Agreement was last updated appear at the bottom of this page. Please review this Agreement from time to time so you will be apprised of any changes. After any change to this Agreement VCSonline may, but is not obliged to, ask you to actively confirm your consent to the revised Agreement. If VCSonline does not do so but you continue to use VCSonline after the changes come into effect, you will be deemed to have agreed to abide by the revised Agreement. If you do not agree with the revised Agreement without qualification, discontinue using applications by VCSonline and, if applicable, instruct VCSonline to disable any password assigned to you.
10.2 VCSonline reserves the right, in its sole discretion, to change or modify the applications from time to time including but not limited adding or removing functionality or features or changing its name. In the event of these changes VCSonline will provide notice to the users via email and other forms of notifications.
11.0 VIOLATIONS OF TERMS OF USE
11.1 Should you violate these Terms of Use or any other rights of VCSonline, VCSonline reserves the right to pursue any and all legal and equitable remedies against you, including, without limitation, restricting, suspending or terminating your access to all or any part of applications by VCSonline, with or without prior notice, and without liability.
11.2 If you are aware of any violations of these Terms of Use, please report them to:
VCSonline
P.O. Box 280
St. Louis, MO 63088-028
Fax: 815-352-1058
Email: support@VCSonline.com
12.0 GENERAL PROVISIONS
12.1 Entire Agreement. This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter. This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, successors, and permitted assigns.
12.2 Severability. Should any provision of this Agreement be held to be invalid by a court of competent jurisdiction, then that provision will be enforced to the extent permissible, and all other provisions will remain in effect and are enforceable by the parties.
12.3 Waiver. No waiver of any part of this Agreement will be deemed to be a waiver of any other provision in this Agreement. No term of this Agreement will be deemed to be waived by reason of any previous failure to enforce it. No term of this Agreement may be waived except in writing and signed by the party waiving enforcement.
12.4 Assignment. VCSonline may assign this Agreement, in whole or in part, at any time with or without notice to you. You may not resell, assign, sublicense or otherwise transfer your rights or delegate your duties under this Agreement, either in whole or in part, without the prior consent of VCSonline.
12.5 Independent Contractors. VCSonline and you are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between VCSonline and you. Neither VCSonline nor you will have the power to bind the other or incur obligations on the others behalf without the others prior written consent, except as otherwise expressly provided in this Agreement.
12.6 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Missouri and the laws of The United States of America applicable therein, without reference to conflict of laws provisions. You agree to abide to the sole and exclusive jurisdiction of the courts of Missouri for the conduct of any legal proceedings under, or related to, this Agreement.
12.7 Term and Termination. This Agreement shall continue in effect for as long as you use VCSonline applications, unless specifically terminated earlier by you or VCSonline. All provisions of this Agreement that impose obligations continuing in their nature shall survive termination or expiration of this Agreement including but not limited to sections 1.4, 1.5, 2.1, 2.2, 4, 6, 7, 8, 9, 10 and 12.
12.8 Notices. Any notice or other significant communication given to you pursuant to this Agreement shall be in writing, addressed to any email address or address that you provided to VCSonline when registering and sent to you by email or by nationally recognized overnight courier as applicable. Any notice or other significant communication given to VCSonline pursuant to this Agreement shall be in writing and sent to VCSonline at the address listed on VCSonline in the Contact Us section of that site by fax or nationally recognized courier. Notices shall be deemed to have been received as follows:
· Delivered Deemed to Have Been Received
· Email On the business day following transmission
· Fax On the business day following a confirmed transmission
· Nationally Recognized Overnight Courier On the business day following deposit with the courier
12.9 Titles. The section titles in the Agreement are solely used for the convenience of the parties and have no legal or contractual significance.
Thank you for taking the time to read these Terms of Use. We hope you find VCSonline and its applications useful and enjoyable.
BY PLACING A CHECKMARK IN THE "I AGREE" BOX AND OR SIGNING THIS DOCUMENT BELOW, YOU ARE AFFIRMATIVELY STATING THAT YOU HAVE READ AND UNDERSTAND THE TERMS SET FORTH IN THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THEM. IF YOU DO NOT AGREE TO THESE TERMS OF USE IN THEIR ENTIRETY, DO NOT PLACE A CHECKMARK IN OR CLICK ON THE "I AGREE" BOX AND DISCONTINUE ANY USE OF VCSonline.
13.0 REFUND POLICY
VCSonline supports a no return policy for technology and services provided.