I. Privacy and Other Policies
II. Modification of Terms
We reserve the right, in our sole discretion, to modify or replace these Terms, or change, suspend, or discontinue the Site (including, but not limited to, the availability of any feature, database, or content) at any time for any reason and without prior notice. We may also impose limits on certain features and services or restrict your access to parts or all of the Site without notice or liability. It is your responsibility to check the Terms periodically for changes. Your continued use of the Site following the posting of any changes to the Terms constitutes acceptance of those changes.
III. Ownership of Site and Service
You agree that ValidMind owns and shall own all rights, title and interest, throughout the world, in and to the Site, and all copyrights, trade secrets, trademarks, service marks, trade dress rights, patent and invention rights, and other intellectual property rights associated therewith. The software that makes up the Site is copyrighted and protected under the United States copyright laws as well as international treaty provisions the United States has entered into as well as by valuable trade secret rights of ValidMind. You further acknowledge and agree that nothing in this Agreement and no use of the Site shall cause to vest or be construed to vest in you any right, title or interest in or to the Site other than the express right to use the Site solely in accordance with the terms and conditions of this Agreement. Any rights not expressly granted herein are reserved to ValidMind.
As a condition of using certain aspects of the Service, you may be required to register with the Company and select a password and/or screen name (“User ID”). If you open an account, register, purchase products or provide any information to the Company, you agree to provide accurate, complete, and updated information as requested. Failure to do so shall constitute a breach of the Terms, which may result in immediate termination of your account. You shall not use a User ID or password that (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is otherwise offensive, vulgar, or obscene. The Company reserves the right in its sole discretion to refuse registration of or cancel a User ID or password. You are solely responsible for the activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password for the Site. You will immediately notify the Company in writing of any unauthorized use of your account, or other known account-related security breaches. By providing us with your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, including changes to features of the Site.
V. General Rules and Conduct.
As a condition of use, you agree not to use the Site for any purpose that is prohibited by the Terms or law. You are responsible for all of your activity in connection with the Site. You shall not, and shall not permit any third party using your account to, take any action, or submit content, that:
- Infringes or violates any intellectual property rights of a third party, including without limitation patents, trademarks, service marks, trade secrets, copyrights, rights of publicity, privacy rights or other rights of any other person or entity, or violates any applicable law, regulation or contract;
- you know is false, misleading, or inaccurate;
- is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another’s privacy;
- constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;
- contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of the Company or any third party;
- impersonates any person or entity, including any employee or representative of ValidMind;
- “Crawls,” “scrapes,” or “spiders” any page, data or portion of or relating to the Site (through use of manual or automated means);
- Copies or stores any significant portion of the Site and/or shares, posts or distributes any significant portion of the Site elsewhere; or
- Decompiles, reverse engineers, or otherwise attempt to obtain the source code or underlying ideas or information of or relating to any services offered on the Site.
You shall not directly or indirectly: (i) modify, translate, or otherwise create derivative works of any part of the Site; or (ii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national, and international laws and regulations.
ValidMind does not guarantee that any content or services will be made available through the Site. We have no obligation to monitor the Site. We reserve the right to, at any time, for any reason, and without notice, to remove or block any content, including, but not limited to, any content you may submit, to the Site.
If you see anything on the Site that you believe violates our Terms, including but not limited to content that is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another’s privacy or that constitutes spam, we request that you report it to the Company. Please note, however, that reporting such content does not guarantee that it will be removed from the Site or that we will take any other actions. ValidMind may act in its sole discretion with respect to any such reports.
VI. Third-Party Sites and Mobile Services
The Site may permit you to link to other websites or resources on the internet, and other websites or resources may contain links to the Site. When you access third-party websites, you do so at your own risk. Those other websites are not under ValidMind’s control, and you acknowledge that ValidMind is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the Site does not imply endorsement by or affiliation with ValidMind. You further acknowledge and agree that the Company shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.
The Site may include certain services that are available via a mobile device, including (i) the ability to browse the Site from a mobile device and (ii) the ability to access certain features through an application downloaded and installed on a mobile device (collectively, the ”Mobile Services“). To the extent you access the Site through a mobile device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. By using the Mobile Services, you understand that certain information about your usage of the Mobile Services may be communicated to us.
VII. Content and License
All trademarks, service marks, and trade names (collectively the “Marks”) that appear on the Site are proprietary to ValidMind, or the other respective owners of such Marks. You may not display or reproduce the Marks in any manner without the prior written consent of ValidMind, and you may not remove or otherwise modify in any manner any trademark notices from any content offered or received through the Site.
ValidMind grants you a limited, non-exclusive, non-sublicensable and non-transferable license to use the Site, solely for personal, non-commercial use. Use, reproduction, modification, distribution, or storage of any content on the Site for other than personal, non-commercial use is prohibited without prior written permission from us, or from the copyright or Mark holder. You shall not sell, license, rent, or otherwise use or exploit any content on the Site for commercial use or in any way that violates any third-party right.
The Company will not have any ownership rights over the content or information you submit to the Site. However, you grant to the Company the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable right to (and to allow others acting on its behalf to) (i) use, edit, modify, prepare derivative works of, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, market, sell, distribute, and otherwise fully exploit any such content you submit in connection with (a) the Site, (b) the Service, (C) the Company’s (and its successors’ and assigns’) businesses, (d) promoting, marketing, and redistributing part or all of the Site (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third-party websites); (ii) take whatever other action is required to perform and market the Service; and (iii) use and publish, and permit others to use and publish, the content you submit, in connection with the provision or marketing of the Service. The foregoing license grant to the Company does not affect your other ownership or license rights in any content you submit to the Site, including the right to grant additional licenses to your content. You are publishing any content you submit, and you may be identified publicly by your name or User ID in association with your content.
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
IX. Copyright Notifications
We will remove infringing materials in accordance with the DMCA if properly notified that content on the Site infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify our Copyright Agent in writing. Your notice must contain the following information (please confirm these requirements with your legal counsel, or see the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
- a description of the copyrighted work that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the Site, sufficient for us to locate the material;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
- a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
If you fail to comply with these notice requirements, your notification may not be valid.
Our designated copyright agent for notice of alleged copyright infringement is:
Attn: Copyright Agent
195 Page Mill Road, ste 115
Palo Alto, CA 94306, USA
We may terminate your access to the Site, without cause or notice, which may result in the forfeiture and destruction of all information associated with your account. If you wish to terminate your account, you may do so by following the instructions on the Site. All provisions of the Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
XI. Warranty Disclaimer
THE SITE AND ALL CONTENT ON THE SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND IS WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. VALIDMIND, ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS, AND CONTENT PROVIDERS DO NOT WARRANT THAT: (A) THE SITE WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (C) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SITE WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SITE IS SOLELY AT YOUR OWN RISK. SOME STATES OR COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You shall defend, indemnify, and hold harmless ValidMind, its affiliates, and each of its and its affiliates’ employees, contractors, directors, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees and costs, that arise from or relate to your use or misuse of, or access to, the Site, or from any content you submit to the Site, any violation of the Terms, or infringement by you, or any third party using your account, of any intellectual property or other rights of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
XIII. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VALIDMIND, OR ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY: (I) ERRORS, MISTAKES, OR INACCURACIES WITH REGARD TO THE CONTENT CONTAINED ON THE SITE;(II) ANY UNAUTHORIZED ACCESS TO OR USE OF THE SITE OR OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (III) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE; (IV) ANY BUGS, VIRUSES, TROJAN HORSES OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY; OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED BY YOU AS A RESULT OF YOUR USE OF OR RELIANCE ON THE CONTENT CONTAINED ON THE SITE, WHETHER BASED ON TORT, STRICT LIABILITY, BREACH OF CONTRACT, BREACH OF WARRANTY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VALIDMIND WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
XIV. Electronic Delivery, Notice Policy, and Your Consent
By using the Site, you consent to receive from us all communications including notices, agreements, legally required disclosures, or other information in connection with the Site (collectively, “Contract Notices”) electronically. We may provide the electronic Contract Notices by posting them on the Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Site.
XV. Governing Law
These Terms of Service (and any further rules, policies, or guidelines incorporated by reference) shall be governed by and construed in accordance with the laws of the State of California and the United States, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that the Site and the services offered thereon are deemed a passive website that does not give rise to personal jurisdiction over ValidMind or its parents, subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers, or shareholders, either specific or general, in any jurisdiction other than the State of California. You agree that any action at law or in equity arising out of or relating to these terms, or your use or non-use of the Site, shall be filed only in the state or federal courts located in Santa Clara County in the State of California and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. You hereby irrevocably waive any right you may have to trial by jury in any dispute, action, or proceeding.
XVI. Integration and Severability
These Terms and other referenced material are the entire agreement between you and us with respect to the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Site and govern the future relationship. If any provision of the Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
ValidMind shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation. The Terms are personal to you and are not assignable, transferable, or sublicensable by you except with our prior written consent. We may assign, transfer, or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under the Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.