vFlyer Inc. Terms of Service Agreement
BY REGISTERING OR USING VFLYER'S ONLINE SERVICE (THE "SERVICE") AS DEFINED BELOW, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF THE SERVICE.
As part of the Service, vFlyer will provide you with use of the Service, including a browser interface, transmission, access and storage. This Agreement includes materials available on the vFlyer.com website that are incorporated by reference herein, including but not limited to vFlyer's privacy and security policies. The Service may be offered in both commercial and trial versions. This Agreement governs your use of the Service under each version, however users of the commercial versions may be subject to additional terms and conditions.
- Definitions. As used in this Agreement: "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; "Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service; "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "vFlyer's Technology" means all of vFlyer's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by vFlyer in providing the Service; "Service" means vFlyer's online customer relationship management, billing, data analysis, or other corporate services developed, operated, and maintained by vFlyer, accessible via http://www.vflyer.com or another designated web site or IP address, or ancillary services rendered to you by vFlyer, to which you are being granted access under this Agreement, including the vFlyer's Technology and the Content;
- Privacy. vFlyer's privacy policies, which are incorporated herein by reference, may be viewed at http://www.vflyer.com/main/Privacy.jsp.
- License Grants & Restrictions. vFlyer hereby grants you a non-exclusive, non-transferable, worldwide right to access and use the Service, solely with supported browsers through the Internet for your own internal non-commercial purposes, subject to the terms and conditions of this Agreement. You may not permit the Service to be used by or for the benefit of unauthorized third parties. Entities, organizations, and individuals may not create or control more than one personal-level account at any time. Nothing in this Agreement shall be construed to grant you any right to transfer or assign rights to access or use the Service. All rights not expressly granted to you are reserved by vFlyer and its licensors. You shall not (i) license, sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar features, functions or graphics of the Service, or (c) copy any features, functions or graphics of the Service. In the course of using the Service, you may provide vFlyer with feedback, including but not limited to suggestions, observations, errors, problems, defects regarding the Service (collectively "Feedback"). You hereby irrevocably transfer and assign to vFlyer all of your rights, titles, and interest in and to all Feedback, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, "Intellectual Property Rights") therein. You further acknowledge and agree that, as between the parties, Company owns all right, title, and interest in and to the Service, including all Intellectual Property Rights therein, even if vFlyer subsequently incorporates any Feedback into the Service. In the course of using the Service, you may create certain Designs or Categories or other templates. If you designate that these are contributed to the public, then other users can freely use them ("Showcase Contributions"). By making such documents available on the vFlyer Showcase, you hereby grant to vFlyer a non-exclusive, worldwide right to use, copy, modify, distribute, display, perform, create derivative works based upon Showcase Contributions, and sub-license such rights, solely in connection with vFlyer's operation of the Service on your behalf, and subject to the terms and conditions of this Agreement.
- Your Responsibilities. You are responsible for all activity occurring under your User accounts and are solely responsible for compliance with all applicable local, state, national and foreign laws, treaties and regulations relating to your use of the Service, including those related to the protection of intellectual property, data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify vFlyer immediately of any unauthorized use of any password or account or any other known or suspected breach of security; and (ii) report to vFlyer immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you. You are responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, server, software, Internet browsers operating system, networking, web servers, long distance and local telephone service, but excluding the Service itself (collectively, "Equipment"). You shall be responsible for ensuring that such Equipment is compatible with the Service. You shall also be responsible for the use, and maintaining the security, of the Equipment. As a condition to your use of the Service, you agree not to:
- upload, post, email, transmit or otherwise make available any information, materials or other content that is illegal, harmful, threatening, abusive, harassing, defamatory, obscene, pornographic, offensive, invades another's privacy, or promotes bigotry, racism, hatred for harm against any individual or group;
- impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Service;
- upload, post, email, transmit or otherwise make available any information, materials or other content that infringes another's rights, including any intellectual property rights;
- upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail, "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
- upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- use any manual or automated software, devices, or other processes to "crawl," "spider" or "screen scrape" any web pages contained in this web site or the Service;
- reverse engineer, decompile or disassemble any of the software used to provide this web site or the Service;
- interfere with or disrupt this web site or the Service, or any servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
- create or use multiple personal accounts; or
- obtain, collect, store or modify the personal information about other users.
- Customer Data. In the course of using the Service, you may submit data, information or material ("Customer Data"). As between you and vFlyer, you shall remain the sole owner of all Customer Data. However, in order to provide you the Service, maintain the vFlyer site, and enable functionality, vFlyer does need a license from you to use Customer Data. For example, we need to use your Customer Data to deliver your page to your web browser and the web browsers of those you authorize to view such pages, to cache the pages on our servers and to backup your data. Our contractors and service providers may also need to access your Customer Data in order to maintain operation of the Service. Therefore, to enable vFlyer to provide you the Service, subject to the terms and conditions of this Agreement you hereby grant to vFlyer a non-exclusive right to use, copy, distribute and display such Customer Data and sub-license such rights, solely in connection with vFlyer's operation of the Service on your behalf. You, not vFlyer, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and vFlyer shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Upon termination for cause under this Agreement, your access to Customer Data may be immediately terminated, and vFlyer shall have no obligation to maintain or forward any Customer Data.
- Intellectual Property Ownership. vFlyer alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the vFlyer Technology, the Content and the Service and any suggestions, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the vFlyer Technology or the Intellectual Property Rights owned by vFlyer. The vFlyer name, the vFlyer logo, and the product names associated with the Service are trademarks of vFlyer or third parties, and no right or license is granted to use, re-use, or re-purpose them. Except as otherwise provided in this Agreement, you retain all right, title and interest to Customer Data.
- Copyright Policy and DMCA Procedure. vFlyer respects copyright law and expects our users to do the same. Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works is an infringement of the copyright holders' rights. As a condition to your use of the Service, you agree that you will not use the Service to infringe the intellectual property rights of others in any way. vFlyer will terminate users who are repeat infringers of the copyrights, or other intellectual property rights, of others. In addition, vFlyer reserves the right to terminate a user upon any single infringement of the rights of others in conjunction with use of the Service, or as otherwise set forth in Section 4 of this Agreement.
In accordance with the Digital Millennium Copyright Act of 1998 (the text of which may be found on the U.S. Copyright Office web site at), vFlyer will respond expeditiously to claims of copyright infringement committed using the Service that are reported to vFlyer's Designated Copyright Agent identified below. If you are a copyright owner, or authorized to act on behalf of an owner of the copyright or of any exclusive right under the copyright, please report your notice of infringement by completing the following notice form and delivering it to the Designated Copyright Agent:
NOTICE OF ALLEGED INFRINGEMENT OF COPYRIGHT
- Identity of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works are covered by this Notice, a representative list of the copyrighted works that you claim have been infringed via the Service:
- Identification of the material that you claim is infringing (including at a minimum the name of the pages under which such material is available through the Service, if applicable, and the URL of the link shown on the Service.
- Your street or mailing address, telephone number, and, if available, email address:
- I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g. fair use).
- I hereby state that the above information in this Notice is accurate and, under penalty of perjury, that I am the copyright owner, or authorized to act on behalf of the owner of the copyright or of any exclusive right under the copyright.
- Electronic or physical signature of the copyright owner or of a person authorized to act on behalf of the owner of the copyright or of any exclusive right under the copyright:
548 Market St, Suite 55510
- Termination. Any breach of the terms of this Agreement or unauthorized use of the Service will be deemed a material breach of this Agreement. vFlyer, in its sole discretion, may immediately terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. You agree and acknowledge that vFlyer has no obligation to refund fees for service, retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement.
- Representations & Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
- Disclaimer of Warranties.
THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY VFLYER AND ITS LICENSORS. VFLYER.CO M AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. VFLYER AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. User acknowledges that the Service may be temporarily unavailable for scheduled maintenance or for unscheduled maintenance, either by vFlyer or by third-party providers, or because of other causes beyond vFlyer's reasonable control. vFlyer will not be liable for any such unavailability, but vFlyer shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
- Limitation of Liability.
IN NO EVENT SHALL VFLYER'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL VFLYER AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF VFLYER OR SUCH ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. vFlyer and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States or European Union (including European Union Member States) law is prohibited.
- Modification to Terms. vFlyer reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
- Assignment. This Agreement may not be assigned, whether by operation of law or otherwise, including without limitation in connection with a merger, acquisition, or sale of assets, by you without the prior written approval of vFlyer. Any purported assignment in violation of this section shall be void.
- General. This Agreement shall be governed by California law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and vFlyer as a result of this agreement or use of the Service. The failure of vFlyer to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by vFlyer in writing. This Agreement comprises the en tire agreement between you and vFlyer with respect to your use of the Service and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein; provided however that users of the Professional and Personal Editions of the Service may be subject to additional terms and conditions. In the event of any conflict between this Agreement and such additional terms and conditions, the additional terms and conditions shall govern.
Questions or Additional Information: If you have questions regarding this Agreement or wish to obtain additional information, please send an email to email@example.com.