Welcome to the VBrick Systems ("VBRICK") web site - www.VBRICK.com - and any other web sites, services, networks or services owned or operated by VBRICK.
PLEASE READ CAREFULLY THE FOLLOWING AGREEMENT. BY SIGNING THE VBRICK MASTER SERVICES AGREEMENT (MSA), STATEMENT OF WORK, AND/OR OTHERWISE USING VBRICK SERVICES, INCLUDING BUT NOT LIMITED TO VBOSS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS, INCLUDING THE GUIDELINES (AS DEFINED BELOW), AND ANY FUTURE MODIFICATIONS (COLLECTIVELY, THE "TERMS"). IF YOU DO NOT AGREE TO THESE TERMS, THEN PLEASE DO NOT USE THE VBRICK SERVICE.
1. Eligibility; Registration Information and Password; VBRICK VBOSS Service Access.
1.1 THE VBRICK VBOSS SERVICE IS NOT AVAILABLE TO PERSONS UNDER THE AGE OF 13 OR TO ANY USERS SUSPENDED OR REMOVED FROM THE VBRICK VBOSS SERVICE BY VBRICK. BY USING THE VBRICK VBOSS SERVICE, YOU REPRESENT THAT YOU ARE AT LEAST 13 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE VBRICK VBOSS SERVICE.
1.2 If you are using or opening an account on the VBRICK VBOSS Service on behalf of a company, entity, or organization (collectively "Subscribing Organization"), then you represent and warrant that you are an authorized representative of that Subscribing Organization with the authority to bind such organization to these Terms; and agree to be bound by these Terms on behalf of such Subscribing Organization.
1.3 You agree that the information you provide to VBRICK on registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. When you register, you will be asked to provide a password. As you will be responsible for all activities that occur under your password, you should keep your password confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password.
1.4 Subject to your compliance with all the terms and conditions herein, VBRICK grants you permission to use the VBRICK VBOSS service as set forth in these Terms.
3. Prohibited Conduct - BY USING THE VBRICK VBOSS SERVICE YOU PROMISE NOT TO:
3.1 Upload copyrighted material not your own or that you do not have the legal right to distribute, display and otherwise make available to others - such as TV shows, movies, or music videos;
3.2 Harass, threaten, or defraud other VBRICK Users;
3.3 Upload or send to other VBRICK Users pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content;
3.4 Make unsolicited offers, advertisements, proposals, or send junk mail to other Users;
3.5 Impersonate another person or access another User's account without that person's permission;
3.6 Share VBRICK-issued passwords with any third party or encourage any other User to do so;
3.7 Misrepresent the source, identity, or content of information transmitted via the VBRICK Service; or
3.8 Use the VBRICK Service for any illegal purpose.
4. Individual Features and Services.
When using the VBRICK VBOSS service, you will be subject to any additional posted guidelines or rules applicable to specific services and features which may be posted from time to time (the "Guidelines"). All such Guidelines are hereby incorporated by reference into the Terms.
5. Modification of the Terms.
5.1 VBRICK reserves the right, at our discretion, to change, modify, add, or remove portions of the Terms at any time. Please check these Terms and any Guidelines periodically for changes. Your continued use of the VBRICK Service after the posting of changes constitutes your binding acceptance of such changes. For any material changes to these Terms, such amended terms will automatically be effective 30 days after they are initially posted on the VBRICK Service.
6. Prohibited Uses.
6.1 Access to the VBRICK VBOSS service from territories where its contents are illegal is prohibited. The VBRICK VBOSS service is regulated by the laws of the United States (USA) and governed by the laws of the state of Connecticut. Those who choose to access the VBRICK VBOSS service from non-USA locations do so at their own initiative and are responsible for compliance with all local rules including, without limitation, rules about the internet, data, email, or privacy.
6.2 As a condition of your use of the VBRICK VBOSS service, you will not use the service for any purpose that is unlawful or prohibited by these Terms. You may not use the VBRICK VBOSS service in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party's use and enjoyment of the VBRICK VBOSS service. You may not attempt to gain unauthorized access to the VBRICK VBOSS service, or any part of them, other accounts, computer systems or networks connected to the VBRICK VBOSS service, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the VBRICK VBOSS service or any service or experience impacting activities. You agree neither to modify the VBRICK VBOSS Service in any manner or form, nor to use modified versions of the VBRICK VBOSS Service, including (without limitation) for the purpose of obtaining unauthorized access.
6.3 The VBRICK VBOSS service may contain robot exclusion headers. You agree that you will not use any robot, spider, scraper, or other automated means to access the VBRICK VBOSS service for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the VBRICK VBOSS service.
7. Feedback. If you provide VBRICK with any comments, bug reports, feedback, or modifications proposed or suggested by you to the VBRICK VBOSS Service ("Feedback"), VBRICK shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the VBRICK VBOSS Service and the right to assign, license or otherwise use. You hereby grant VBRICK a perpetual, irrevocable, nonexclusive license under all rights necessary to incorporate and use your Feedback for any purpose.
8.1 By VBRICK. You agree that VBRICK, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have with VBRICK or use of the VBRICK VBOSS service and remove and discard all or any part of your account or any content uploaded by you, at any time. VBRICK may also in its sole discretion and at any time discontinue providing access to the VBRICK VBOSS Service, or any part thereof, with or without notice. You agree that any termination of your access to the VBRICK VBOSS service or any account you may have or portion thereof may be affected without prior notice, and you agree that VBRICK will not be liable to you or any third-party for any such termination. VBRICK does not permit copyright infringing activities on the VBRICK VBOSS service and reserves the right to terminate access to the service and remove all content submitted by any persons who are found to be infringers. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the VBRICK VBOSS service may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies VBRICK may have at law or in equity.
8.2 By you. You may terminate your account, this Agreement and your right to use the VBRICK VBOSS service at any time and for any reason or no reason, by contacting VBRICK in writing.
8.3 Fees. Upon any such termination of your account, you will remain obligated to pay all outstanding fees and charges relating to your use of the VBRICK VBOSS Service before termination, including any outstanding subscription fees for the term of the commitment.
9. Ownership; Proprietary Rights. The VBRICK VBOSS service is owned and operated by VBRICK. The visual interfaces, graphics, design, compilation, information, computer code, products, software (including any downloadable software), services, and all other elements of the VBRICK VBOSS service provided by VBRICK ("Materials") are protected by copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for any content uploaded by you, all Materials contained on the VBRICK VBOSS service are the copyrighted property of VBRICK or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to VBRICK or its affiliates and/or third-party licensors. Except as expressly authorized in writing by VBRICK, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.
10. Third-Party Sites, Products and Services; Links.
10.1 The VBRICK Service may include links to other web sites or services solely as a convenience to Users ("Linked Sites"). VBRICK does not endorse any such Linked Sites or the information, material, products or services contained on other linked sites or accessible through other Linked Sites. Furthermore, VBRICK makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through linked sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.
10.2 Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the VBRICK VBOSS service are solely between you and such advertiser. YOU AGREE THAT VBRICK WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH ADVERTISERS ON THE VBRICK SERVICE.
11. Notice. Notice will be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process. In such case, notice will be deemed given three days after the date of mailing.
12. User Disagreements. You alone are responsible for your involvement with other Users. VBRICK reserves the right, but has no obligation, to monitor disagreements between you and other Users. If you have a dispute with one or more Users, you irrevocably and forever release VBRICK (and VBRICK's officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.
13. Disclaimers; No Warranties.
13.1 THE VBRICK VBOSS SERVICE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE VBRICK VBOSS SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, VBRICK, ITS SUPPLIERS AND PARTNERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
13.2 VBRICK, ITS SUPPLIERS AND PARTNERS DO NOT WARRANT THAT THE VBRICK SERVICE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE VBRICK VBOSS SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE VBRICK VBOSS SERVICE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE VBRICK VBOSS SERVICE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
13.3 YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE VBRICK VBOSS SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
14. Indemnification; Hold Harmless. You agree to indemnify and hold VBRICK, its affiliated companies, and its suppliers and partners harmless from any claims, losses, damages, liabilities, including attorney's fees, arising out of your use or misuse of the VBRICK Service, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. VBRICK reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.
15. Waiver. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. The failure of any party at any time to require performance of any provision of these Terms will in no manner affect such party's right at a later time to enforce the same. A waiver of any breach of any provision of these Terms will not be construed as a continuing waiver of other breaches of the same or other provisions of these Terms.
16. Limitation of Liability and Damages.
16.1 UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL VBRICK OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OR RELATED TO THE VBRICK SERVICE, INCLUDING THOSE THAT RESULT FROM THE USE OR THE INABILITY TO USE THE MATERIALS ON THE VBRICK VBOSS SERVICE, OR ANY OTHER INTERACTIONS WITH VBRICK, EVEN IF VBRICK OR A VBRICK AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, VBRICK’S LIABILITY WILL BE LIMITED TO THE LESSER OF SERVICES FEES PAID, OR THE PRIOR 12 MONTHS SERVICE FEES PAID BY THE CUSTOMER.
16.2 THESE LIMITATIONS WILL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED BY THIRD PARTIES OTHER THAN VBRICK AND RECEIVED THROUGH OR ADVERTISED ON THE VBRICK VBROSS SERVICE OR RECEIVED THROUGH ANY LINKS PROVIDED ON THE VBRICK VBOSS SERVICE.
17. Digital Millennium Copyright Act Compliance. If you are a copyright owner or an agent thereof, and you believe that any content hosted on the VBRICK VBOSS service infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Designated Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail):
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works on the VBRICK VBOSS service are covered by a single notification, a representative list of such works at the VBRICK VBOSS Service;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit VBRICK to locate the material;
(iv) Information reasonably sufficient to permit VBRICK to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted;
(v) A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
VBRICK's Designated Copyright Agent to receive notifications of claimed infringement can be reached as follows: Copyright Agent at 12 Beaumont Road, Wallingford, CT 06492. You acknowledge that if you fail to comply with all of the requirements of this section, your DMCA notice may not be valid.
18.1 Governing Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Connecticut, in the United States of America, without giving effect to any principles of conflicts of law.
18.2 Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.
18.3 Assignment. The Terms and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by VBRICK without restriction.
18.4 Survival. Sections 3, 5, 6, 7, 8, 9, and 11 through 18 will survive any termination of these Terms.
18.5 Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.
18.6 Entire Agreement. This is the entire agreement between you and VBRICK relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change to these Terms or Guidelines made by VBRICK as set forth in Section 5 above.
18.7 Claims. YOU AND VBRICK AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE VBRICK VBOSS SERVICE MUST COMMENCE, IN WRITTEN NOTIFICATION TO VBRICK, WITHIN NINETY (90) DAYS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
18.8 Disclosures. The services hereunder are offered by VBRICK SYSTEMS, INC, located at: 12 Beaumont Road, Wallingford, CT 06492.