Terms and Conditions
- ACCEPTANCE OF TERMS.
The websites (the “Website”) and related services (“Services”) of VSP Ventures and its affiliates (collectively, “Ventures”) are provided subject to your compliance with the terms and conditions of use set forth below (“TACs”).
Ventures reserves the right to modify these TACs at any time in its sole discretion. Any use of the Website or its Services following modification of these TACs will be deemed acceptance of those modifications. Please review these TACs periodically for the most recent version. Subject to applicable law, any modification of these TACs will apply to all transactions and information then or thereafter in the control of Ventures and its service providers and suppliers. These TACs constitute the entire agreement between you and Ventures with respect to the subject matter of these TACs.
Any questions, comments or complaints regarding the Website should be directed to the Venture’s Customer Service Team at email@example.com. If you are a California resident, Consumer Assistance at the Division of Consumer Services of the Department of Consumer Affairs is at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834 or 1.800.952.5210.
- RESTRICTIONS ON USE.
All pages and content within this website and any material made available for download (collectively the “Site”) are the property of Ventures. The content and information on this Site is protected by copyright, trademark and other intellectual property and proprietary rights and laws. No portion of this Site may be copied, reproduced, altered, modified, used to create derivative works, publicly displayed, or distributed in any form (except for your own personal, non-commercial use) without the prior express written permission of Ventures. You shall keep intact any proprietary notices, including copyright notices, contained on any downloaded materials and shall comply with any applicable end user license agreements. Any rights not expressly granted by these TACs or any applicable end user license agreements are reserved by Ventures.
In addition to the other restrictions provided in these TACs, you may not, while accessing or using the Website, engage in any of the following activities: (a) provide false or misleading registration information; (b) use the personal information of another user; (c) harvest or collect information about any users of the Website; (d) use any robot, spider, Website search, or retrieval application or automatic device to retrieve, index, data mine, or in any way reproduce or circumvent the navigational structure or presentation of the Website or its content; (e) modify the information, content, programs, or other materials on the Website or hack into or access the server or Website in an unauthorized manner; (f) frame or mirror any part of the Website; (g) use the Website in a manner inconsistent with applicable laws, rules, and regulations; (h) upload or input to the Website any information that contains viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, interfere with, intercept or expropriate any portion or system of the Website; or (i) reverse engineer, decompile, disassemble, translate, or otherwise alter any portion of the Website.
- OWNERSHIP, COPYRIGHT AND TRADEMARKS.
All content on the Website, including without limitation the text, graphics, images, URLs, script, service marks, trademarks, and logos, are the property of Ventures or its content suppliers and business affiliates and is protected under the copyright, trademark, and other laws of the United States. Nothing on the Website grants you any right or license to use any of the content on the Website without the express written permission of Ventures. Except as may be explicitly permitted on the Website, you shall not copy, modify, display, post, upload, republish, distribute, sell, license, create derivative works from, or transmit anything you obtain or view on the Website unless you first obtain Venture’s written permission.
- THIRD PARTY WEBSITES, PRODUCTS AND SERVICES.
Ventures may link to various external websites that are not under the control of Ventures and you agree that Ventures is not responsible for the content, products, or services offered and/or sold by any linked website or any link contained in a linked website. Ventures does not assume any responsibility or liability for the actions, products, or content of any of these or other third-party websites. Links are provided solely for your convenience and Ventures does not guarantee the accuracy or completeness of or endorse any content of any external website. Ventures reserves the right to terminate any link or linking program at any time. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and in no event will Ventures be held responsible or liable, directly or indirectly, for any loss or damage caused or alleged to have been caused in connection with the use of any external website.
- LIMITATION OF LIABILITY.
REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, YOU AGREE THAT IN NO EVENT WILL VENTURES, ANY VENTURES AFFILIATE, CONTRACTOR, SUPPLIER, SERVICE PROVIDER, EMPLOYEE, AGENT, OR LICENSOR OR ANY PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE WEBSITE OR ITS SERVICES (THE “VENTURES AFFILIATES”) BE LIABLE IN ANY MANNER WHATSOEVER (A) FOR ANY DECISION MADE OR ACTION TAKEN OR OMITTED BY YOU IN RELIANCE UPON THE INFORMATION PROVIDED THROUGH THE WEBSITE; (B) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY; (C) FOR UNAUTHORIZED ACCESS TO OR ALTERATIONS OF YOUR THIRD PARTY CONTENT OR OTHER INFORMATION; AND (D) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST REVENUES, LOST PROFITS, LOST DATA ON YOUR EQUIPMENT, OR OTHERWISE, WHICH MAY RESULT FROM THE USE OF, ACCESS TO, OR INABILITY TO USE THE WEBSITE OR ITS SERVICES (INCLUDING WITHOUT LIMITATION ANY SERVICE, PRODUCT, INFORMATION OR FUNCTIONALITY), EVEN IF VENTURES OR THE VENTURES AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STRICT LIABILITY, OR MISREPRESENTATION. THE AGGREGATE LIABILITY OF VENTURES AND THE VENTURES AFFILIATES RISING FROM OR RELATING TO THESE TACS (REGARDLESS OF THE FORM OF ACTION OR CLAIM) IS LIMITED TO (A) THE AMOUNT OF DIRECT DAMAGES ACTUALLY INCURRED BY YOU IN REASONABLE RELIANCE, WHICH AMOUNT WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO VENTURES FOR THE TRANSACTION AT ISSUE OR (2) SUBSTITUTION OR REPLACEMENT OF THE ITEM GIVING RISE TO THE DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOME OF THE EXCLUSIONS SET FORTH IN THIS SECTION MAY NOT APPLY TO YOU DEPENDING ON YOUR JURISDICTION.
- DISCLAIMER OF WARRANTY.
USE OF THE WEBSITE IS ENTIRELY AT YOUR OWN RISK. VENTURES MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE WEBSITE AND ITS SERVICES. EXCEPT AS SET FORTH BELOW, THE WEBSITE AND ITS SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OR REPRESENTATION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. VENTURES DOES NOT WARRANT THAT THE CONTENT OR ANY INFORMATION RECEIVED THROUGH THE WEBSITE ARE ACCURATE, RELIABLE, UNINTERRUPTED, OR CORRECT; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE CONTENT OR ANY INFORMATION RECEIVED THROUGH THE WEBSITE IS FREE OF VIRUSES OR OTHER DESTRUCTIVE OR HARMFUL COMPONENTS. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE EXCLUSIONS SET FORTH IN THIS SECTION MAY NOT APPLY TO YOU DEPENDING ON YOUR JURISDICTION.
You agree to defend, indemnify and hold harmless Ventures and Ventures Affiliates from all liabilities, claims and expenses, including without limitation attorneys’ fees, that arise from your use of the Website or any services, information or products of the Website or any violation of these TACs.
- THIRD-PARTY BENEFICIARIES.
Except as expressly stated otherwise, there are no third-party beneficiaries of these TACs.
Ventures may suspend or terminate your use of and access to the Website immediately at any time without notice, with or without cause. You shall remain liable for any obligation, including any amount due, that you incurred before suspension or termination. Any actions in violation of these TACs may subject you to civil and criminal legal penalties and Ventures reserves the right to seek any remedy available at law or in equity for any violation of these TACs.
You may terminate your use of the Website and your username and password at any time by contacting the Ventures Customer Service Team at firstname.lastname@example.org. You shall remain liable for any obligation, including any amount due you incurred prior to termination.
- DISPUTE RESOLUTION, CHOICE OF LAW AND FORUM.
These TACs will be governed by and construed in accordance with the laws of the State of California, without reference to its choice of law rules. Except where prohibited by law, neither party shall initiate any action to resolve any dispute, claim or controversy arising out of or relating to these TACs (a “Dispute”) until (i) such party has made a good faith effort to resolve such Dispute for at least ten (10) days from the date the Dispute was noticed to the other party, and (ii) has thereafter submitted such Dispute to JAMS for mediation in accordance with this section. Both parties will thereafter participate in mediation, in an effort to resolve the Dispute, which shall occur in Sacramento, California.
Notwithstanding the forgoing, either party may seek equitable relief prior to the mediation to preserve the status quo or to prevent material harm to such party pending the completion of the mediation process provided for in this section. In the event mediation does not result in the settlement of all Disputes, either party may pursue any and all remedies it may have at law in a court of competent jurisdiction located in Sacramento, California, and the parties do hereby consent to the personal jurisdiction of those courts and waive any and all jurisdictional and venue defenses otherwise available. In the event of any litigation, or other proceeding under this Agreement, by which one party either seeks to enforce its rights under this Agreement (whether under a theory in contract, tort, or both), or seeks a declaration of the rights or obligations of the parties under this Agreement, the prevailing party will be entitled to an award of reasonable attorneys’ fees, together with any costs and expenses, required to resolve the Dispute and/or to enforce the final judgment.
- NOTICE AND COMMUNICATIONS.
You agree that Ventures or its suppliers and service providers may communicate with you by email. Ventures or its suppliers and service providers reserve the right to communicate with you by other means, including without limitation postal mail, from time to time.
If any provision of these TACs is held to be unlawful, void, or unenforceable for any reason, that provision will be deemed severable and will not affect the validity or enforceability of any other provision. The unenforceable provision will be amended so as to best accomplish the objectives of the provision within the limits of applicable law.
- NO WAIVER.
Neither the failure nor delay of Ventures to exercise any right, remedy, power, or privilege under these TACs will operate as a waiver thereof, nor will any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any other right, remedy, power, or privilege, nor will any waiver of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power, or privilege with respect to any other occurrence. No waiver shall be effective unless it is in writing and is signed by Ventures.
- NOTICE OF AVAILABILITY OF FILTERING SOFTWARE.
IT IS VENTURES’S VIEW THAT THE WEBSITE DOES NOT CONTAIN MATERIALS THAT WOULD TYPICALLY BE THE SUBJECT OF FILTERING SOFTWARE. NEVERTHELESS, ALL USERS ARE HEREBY INFORMED BY VENTURES, THE PROVIDER OF THIS INTERACTIVE COMPUTER SERVICE, THAT PARENTAL CONTROL PROTECTIONS (SUCH AS COMPUTER HARDWARE, SOFTWARE OR FILTERING SERVICES) ARE COMMERCIALLY AVAILABLE THAT MAY ASSIST IN LIMITING ACCESS TO MATERIAL THAT IS HARMFUL TO MINORS. A REPORT DETAILING SOME OF THOSE PROTECTIONS CAN BE FOUND UNDER THE CHILDREN’S INTERNET PROTECTION ACT: REPORT ON THE EFFECTIVENESS OF INTERNET PROTECTION MEASURES AND SAFETY POLICIES (HTTP://WWW.NTIA.DOC.GOV/NTIAHOME/NTIAGENERAL/CIPA2003/INDEX.HTML).
- NOTICE OF NO HARVESTING OR DICTIONARY ATTACKS ALLOWED.
VENTURES WILL NOT GIVE, SELL, OR OTHERWISE TRANSFER ADDRESSES PROVIDED IN CONNECTION WITH THE USE OF THE WEBSITE TO ANY OTHER PARTY FOR THE PURPOSE OF INITIATING OR ENABLING OTHERS TO INITIATE EMAIL MESSAGES EXCEPT AS STATED IN THE PRIVACY AND SECURITY POLICY OR BY YOUR CONSENT. EXCEPT FOR PERSONS REFERENCED IN THAT POLICY (IF ANY) AS AUTHORIZED RECIPIENTS OF THOSE ADDRESSES, PERSONS MAY VIOLATE FEDERAL LAW IF THEY: (1) INITIATE THE TRANSMISSION TO OUR COMPUTERS OF A COMMERCIAL ELECTRONIC MAIL MESSAGE (AS DEFINED IN THE U.S. “CAN-SPAM ACT OF 2003”) THAT DOES NOT MEET THE MESSAGE TRANSMISSION REQUIREMENTS OF THAT ACT OR (2) ASSIST IN THE ORIGINATION OF SUCH MESSAGES THROUGH THE PROVISION OR SELECTION OF ADDRESSES TO WHICH THE MESSAGES WILL BE TRANSMITTED.
- NO PROFESSIONAL ADVICE.
- ELECTRONIC COMMUNICATIONS.
When you visit www.vspventures.com or send e-mails to us, you are communicating with us electronically and are consenting to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Website. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
- ADDITIONAL INFORMATION.
Ventures hopes to make this Website available all day, every day, with the exception of scheduled maintenance. Many factors, however, impact the availability of the Website, including without limitation, maintenance, system or equipment failure, or problems encountered with service providers. Ventures does not guarantee the availability or functionality of the Website.
This website is owned and operated by VSP Ventures. Additional information regarding these TACs may be requested by writing to VSP Ventures, Attn: Office of the General Counsel, 3333 Quality Drive, Rancho Cordova, CA, 95670.