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Updated July 7, 2020

 

  1. WHAT ARE THE VSCM SERVICES AND HOW CAN I USE THEM?
  2. These Terms of Use (the “Terms”) sets forth the agreement between Visible Supply Chain Management (VSCM) and any one of its parent, subsidiary or affiliated companies, including without limitation VSCM (“We”) and each user (“You” or “User”). Please read these Terms carefully as they set out the basis for which We make our Services (as defined below) available to You. The Terms govern your use of our products and services, any updates/upgrades thereto, any related websites, VSCM platforms, and the servers, software, and framework through which all the foregoing are provided to You (collectively, our “Services”). Please note that VSCM’s Privacy Policy is an integral part of these Terms and is integrated into them by reference. In addition, when using Service(s), You shall be subject to any posted guidelines or policies and/or other terms applicable to such Service(s). All such guidelines or policies are incorporated by reference into these Terms and consequently any disputes related to such will be subject to the limitations on liability, dispute resolution, and arbitration provisions contained in these Terms. As a User, your use of any of our Services indicates your acceptance of these Terms and your agreement to comply with them fully. If You do not agree with these Terms, please do not continue to use our Services.

    We reserve the right to change, modify, add, or delete clauses in these Terms at any time, in accordance with the procedures described below in Section 11. The date at the top of these Terms will indicate when the latest modifications were made. By continuing to access and use our Services after these Terms have been modified, You are agreeing to such modifications. We invite you to add this page to your bookmarks and consult this site regularly to find out about any updates to the Terms.

    We grant You a personal, non-exclusive, non-transferable, limited right to use our Services strictly as detailed herein.

     

  3. HOW DO I CREATE AN ACCOUNT AND WHAT DO I NEED TO KNOW ABOUT CREATING AN ACCOUNT?
  4. 2.1 Creation of your account. You will need to create a VSCM account (an “Account”) to access and use certain Services. Except if specifically allowed within a Service, You acknowledge that You may not create multiple Accounts.

    2.2 Creation of your Username. Certain Services may require the creation of a “Username.” You agree that your Username be linked to your Account and may be publicly displayed. We therefore advise You not to include your last name in your Username when possible. Further, You may not use a Username which is already used by someone else or which does not meet the requirements of these Terms. We reserve the right to refuse registration of, or cancel, a Username in our sole discretion.

    2.3 Account Safety. You are solely responsible for and will be deemed to have carried out any activity, including any purchases, made by your Account.

    You are also solely responsible for maintaining the confidentiality and security of your Account and any User identification, passwords, authentication codes, or other security devices or procedures (collectively “Password”). To ensure Your Account safety, We strongly recommend that You:

    • Never share your Account details with anyone.
    • Activate the 2-Step Verification and any other safety options We may provide.
    • Choose a strong alphanumeric password, i.e. containing lowercase letters, uppercase letters, numerals, and special characters (@, #, etc.). We reserve the right to refuse any password at our discretion.
    • Choose a password that is different from any other password You use to access third-party services, and change it on a regular basis.

    We reserve the right to require you to change your Password at any time. If you believe that your Account has been compromised in any way, you must notify us immediately.

    2.4 Equipment. Please note when creating your Account that use of our Services does not include supply by us of a computer or any other hardware, equipment, or service necessary for their use. To use our Services, you must have your own means of telecommunication and Internet access.

     

  5. WHAT ARE THE RULES OF CONDUCT FOR USING OUR SERVICES?
  6. 3.1 Rules of Conduct. We want to offer You and other Users a welcoming, safe, and respectful environment. For You and other Users to feel part of such a friendly, safe community, You agree that you will not (the “Rules of Conduct”):

    • Abuse, harass, or bully other Users or VSCM representatives via verbal or written communications. This includes but is not limited to spamming or using language or content We deem illegal, dangerous, threatening, abusive, offensive, obscene, vulgar, defamatory, or hateful.
    • Buy, sell, trade, or transfer your Account to anyone.
    • Bypass regional restrictions with the help of a proxy, VPN, or other tools.
    • Take inappropriate action toward a Minor. This includes but is not limited to comments, private messages containing or relating to inappropriate behavior, including physical abuse, sexual abuse, and/or pornography.
    • Execute DDoS (Distributed Denial-of-Service) attacks utilizing multiple compromised computer systems or engage in any other behavior to disrupt normal traffic of a VSCM server, service, or network.
    • Exploit of new or known glitches/bugs or attempt to bypass any security settings.
    • Provide false Registration Information, creating an account with false information (email address, date of birth, etc.).
    • Commit fraud, reversal of credit card charges, or “chargeback” resulting in debt. A chargeback can include credit card theft, identity theft, or non-approved use by family or friends.
    • Inappropriately use the help services or reporting functions.
    • Engage in or encourage other users to commit inappropriate or illegal acts.
    • Impersonate any person or VSCM representative or reveal any personal information of any person or VSCM representative.
    • Record a VSCM representative without his or her consent.
    • Create an inappropriate Username. This includes but is not limited to the use of names containing profanity, sexual references, or hate speech language. You may also not use a name containing “VSCM” or anything related to political figures.
    • Refuse to obey the instructions of any VSCM representatives.
    • Engage in any other objectionable conduct as determined in our sole discretion.

    In the event of a violation of the Rules of Conduct, disciplinary action may be taken. Actual disciplinary action is dependent upon the severity and/or number of instances of the offenses and shall be decided at our discretion on a case-by-case basis. We may issue a warning, suspend, or close your Account temporarily or permanently, enact a hardware ID ban, and/or suspend or close your ability to use our Services at any time based on prohibited conduct. Please note that the above list gives examples of forbidden conduct that may lead to investigation by our staff and/or disciplinary actions that may be taken. Neither the conduct nor the disciplinary actions should be considered exhaustive.

    3.2 Monitoring of Services by VSCM. We are not responsible for and do not endorse the opinions, advice, and/or recommendations displayed or sent by Users on our Services, including on any public forum, and decline any responsibility in this regard.

    Subject to applicable law, We do not undertake to monitor or remove the content, messages and other information made available on our Services by Users. We nevertheless reserve the right, without this constituting an obligation, to review such content, including without limitation the ability to contact You to confirm that You are the owner of the elements (text, words, images, sounds, videos, etc.) posted, and/or to remove any such content at our discretion, including without limitation, refusing any Username, screen name, and/or password You have chosen. We further reserve the right to define additional rules of conduct and to place limits on the use of our Services.

     

  7. CAN MINORS ACCESS OUR SERVICES?
  8. You must be at least 13 years of age (or such other minimum age as is applicable in your country of residence) to create an Account. If You are between 13 and 18 (or the age of majority where You live), You and your parent or guardian must review this Agreement together. Parents and guardians are responsible for the acts of children under 18 years of age when using our Services. We recommend that parents and guardians familiarize themselves with parental controls on devices they provide their child.

    AS FAR AS IS PERMITTED BY APPLICABLE LAW, WE DECLINE ANY RESPONSIBILITY REGARDING ANY ACTIVITIES WHICH MAY BE CONDUCTED BY MINORS WITHOUT THE PERMISSION OF THEIR PARENTS OR LEGAL GUARDIANS. IF YOU ARE A PARENT OR LEGAL GUARDIAN AND YOU GIVE YOUR PERMISSION FOR YOUR CHILD TO REGISTER FOR OUR SERVICES, YOU THEREBY AGREE TO THE TERMS RELATING TO USE OF SUCH SERVICES BY YOUR CHILD.

    Pursuant to 47 U.S.C. Section 230 (d) as amended, we hereby notify You that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist You in limiting access to material that is harmful to minors. Information identifying current providers of such protection is available at: https://www.staysafe.org.

     

  9. WHAT THIRD-PARTY PRODUCTS MAY BE OFFERED THROUGH OUR SERVICES?
  10. We may highlight certain third-party products and/or services by inserting promotional links, advertising banners, or other advertising and promotional elements, and We may also carry out cross-marketing operations with a third party of our choice. Links on our Services to third-party websites and applications are provided only as a convenience to You. If You use these links, You may leave our Services. Your dealings with third parties through links to such third-party websites or applications are solely between You and such third parties. We do not control or endorse any third-party websites. You agree that You use these links at your own risk and that We will not be responsible or liable for any content, goods, or services: (i) provided on or through these third-party websites or applications or (ii) for your use or inability to use such websites or applications, nor (iii) for any products or services or promotions You purchase or enroll in via those websites or applications, even for claims of quality or performance contained in or on our Services. You are advised that other websites and applications, including third-party websites and applications linked from our Services, might contain material or information that some people may find offensive or inappropriate, or that is inaccurate, untrue, misleading or deceptive, defamatory, libelous, infringing of others’ rights or otherwise unlawful.

     

  11. WHAT ABOUT CONTENT YOU MAY CREATE OR UPLOAD ON OUR SERVICES (UGC)?
  12. In certain Services, You may create, upload, edit, modify, adapt, and/or publish content (collectively, “User Generated Content” or “UGC”). You warrant that your UGC will always comply with these Terms, during and after its creation, and with any additional terms that may be applicable. This Section will continue to apply after any termination of your Account and/or termination or suspension of a Service.

    6.1 UGC that You produce from pre-existing VSCM Content (“Derived UGC”).

    Summary of Derived UGC:
    We are the sole owner of all Intellectual Property Rights relating to Derived UGC. You hereby irrevocably assign to VSCM, with full title guarantee, free of charge, all Intellectual Property Rights and rights of use You may have over Derived UGC, on a worldwide basis and for the period of protection of each right. We may file or register any application for Intellectual Property Rights relating to Derived UGC in our name, in all countries in the world. In this respect, You must: (i) sign and supply any document, deed of transfer, requested by us for all registration purposes, and (ii) provide all necessary assistance to us, at our expense, in any related action or procedure. In the event that a court of competent jurisdiction determines that some or all of your rights in Derived UGC cannot be validly transferred to Us, You hereby grant: (i) us a perpetual, royalty-free, exclusive, irrevocable, transferable, worldwide license to use, copy, host, reproduce, represent, modify, display, distribute, publicly perform, publicly display and, in general, otherwise exploit, online and offline, Derived UGC for any purpose, without You necessarily being mentioned as the source of such Derived UGC; and (ii) other Users a perpetual, royalty-free, non-exclusive, irrevocable, worldwide license to access, display, copy, adapt and modify Derived UGC and create derivative works within our Services.

    Your use of Derived UGC.You cannot use the Derived UGC other than strictly pursuant to the Terms. We hereby grant You a non-exclusive and non-transferable personal license, revocable at all times, to use Derived UGC You have produced throughout the world and for the duration of Your use of our Services, solely in order to: record it on your console, computer, mobile terminal or any medium You use to access our Services, load it on our Services, and, share it with other Users on our Services.

    6.2 UGC featuring your image. If Your UGC reproduces your image, You acknowledge that We have a right to use your image as part of our Services throughout the world in perpetuity. If Your UGC features the image of any person other than yourself, You warrant that You have received the permission of such person for the use of his/her image and You indemnify VSCM for any losses which We may incur in the event of a complaint, action or claim by such other person concerning the use by us of his/her image, derived from your UGC.

    6.3 UGC You create independently from pre-existing VSCM content (“Independent UGC”). You hereby grant VSCM and our licensees, distributors, partners, agents, representatives a perpetual, royalty-free, non-exclusive, irrevocable, transferable (in whole or part) worldwide license to use, copy, host, reproduce, represent, modify, display, distribute, publicly perform, publicly display and, in general, otherwise exploit, online and offline, Independent UGC (including all Intellectual Property Rights therein) in whole or in part, for any purpose.

    6.4 In all cases for Derived UGC, Independent UGC and UGC featuring your image (all collectively “UGC”):

    (i) Unless otherwise specifically authorized by VSCM, the ability to create UGC is part of the Service We offer and does not entitle You to any payment or any other kind of monetization/benefits, including when the UGC is made available to other Users;

    (ii) You warrant to us that UGC (a) does not infringe the Intellectual Property Rights or other rights of any third party, (b) does not constitute an act of unfair competition, and (c) does not require that We obtain further licenses from or pay royalties or compensation to or provide any attribution to any third parties; and

    (iii) You warrant that You are personally responsible for the UGC You create, use and/or publish while using our Services and that the indemnification provisions of Section 10 will apply to UGC; (a) unless and until We remove your UGC, it may be associated with your username and will be made available to Users; and (b) to the extent permissible under applicable law, You waive your moral rights in all UGC You create and any broadly equivalent rights You may have in any territory of the world, and You vouch for the obtaining of the same agreement from any other person who might invoke moral rights over your UGC.

     

  13. WHAT INTELLECTUAL PROPERTY RIGHTS ARE ATTACHED TO OUR SERVICES?
  14. You acknowledge that all materials on or in our Services are the property of us or our licensors and are subject to and protected by United States and international copyright and other intellectual property laws and rights. You will not obtain any ownership interest in the Materials or our Services through these Terms or otherwise. All rights to Materials not expressly granted in these Terms are reserved to their respective copyright owners. Except as expressly authorized by these Terms or on our Services, You may not copy, reproduce, distribute, republish, download, perform, display, post, transmit, exploit, create derivative works, or otherwise use any of the Materials in any form or by any means, without the prior written authorization of us or the respective copyright owner, which may be granted at its sole discretion.

    The trademarks, services marks, trade names, trade dress, logos, page headers, custom graphics, button icons, and scripts (collectively, “Marks”) contained or described on our Services and any Marks associated with any products available on our Services) are the sole property of VSCM and/or our licensors and may not be copied, imitated, or otherwise used, in whole or in part, without the prior written authorization of us and/or our licensors. We will fully enforce our intellectual property rights as permitted by law.

    We make no representations that our Services, Materials, or products described or offered on our Services are appropriate or available for use in jurisdictions outside the United States or that these Terms comply with the laws of any other country. If You use our Services and reside outside the United States, You do so at your own risk and are responsible for compliance with all laws, to the extent local laws are applicable. You agree that You will not access our Services from any territory where its contents are illegal. You may not use or export or re-export any content downloaded from our Services or any copy or adaptation of such content, in violation of any applicable laws or regulations, including without limitation United States export laws and regulations. We reserve the right to restrict your access to the Service during times You are in a country for which use of the Service would be prohibited.

     

  15. HOW DO YOU REPORT UNLAWFUL AND OTHER PROHIBITED CONTENT ON OUR SERVICES?
  16. 8.1 Unlawful Content. If You believe that any content made available on our Services by Users does not comply with these Terms (including the Rules of Conduct stipulated in Section 3), You may report this to us by contacting VSCM customer support.

    After receipt of a full notification, We reserve the right to act as We deem appropriate. Please note that presenting content as being unlawful with the aim of obtaining its removal or causing its dissemination on the Services to be discontinued when You are aware that this information is incorrect is punishable by law. We reserve the right to ask You to cease to use any content which may be contrary to the provisions of the Terms and/or delete or deactivate the content in question. If We delete or deactivate any content that You have published which is considered to be manifestly unlawful and contrary to these Terms, We reserve the right to suspend or delete your Account in accordance with these Terms.

    8.2 Copyright Notice. We respect the intellectual property rights of others and expect Users to do the same. If You are a copyright owner or an agent thereof, and You believe that content used on websites or online services operated by us constitutes copyright infringement, You may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) to our Designated Copyright Agent (“Agent”). To file a copyright infringement notification with us, You will need to send a written communication that includes the following:

    • A physical or electronic signature of a person authorized to act on behalf of the copyright owner.
    • A description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notice, a representative list of such works at that site.
    • A description 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 us to locate the material such as the exact URL or a description of where the alleged infringing material is located.
    • Your name, address, telephone number, and, if available, email address.
    • A statement that You have 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.
    • A statement that the information in the notification is accurate, and under penalty of perjury, that You are authorized to act on behalf of the copyright owner.

    Please send your notice to: legal@visiblescm.com

    We will terminate accounts of repeat infringers. Please note that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability for damages (including costs and attorney fees). Please also note that the information provided in your copyright infringement notification may be forwarded to the person who provided the allegedly infringing material. We may, at our discretion, share a copy of your notice with third parties, including for publication.

     

  17. PLEASE NOTE: VSCM MAKES NO GUARANTEES OR WARRANTIES ABOUT OUR SERVICES.
  18. YOU EXPRESSLY ACKNOWLEDGE THAT USE OF THE SERVICES IS AT YOUR OWN RISK AND ARE SUPPLIED ON AN “AS IS” OR “AS AVAILABLE” BASIS. VSCM AND VSCM’S LICENSORS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND OTHER REPRESENTATIVES WORLDWIDE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED.

    WE DO NOT GUARANTEE AND MAKE NO COMMITMENT OR WARRANTY CONCERNING THE USE OF THE SERVICES OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF CONFORMITY, ACCURACY, COMPLETENESS, RELIABILITY, SECURITY, AVAILABILITY, ETC. WITHIN THE LIMITS AUTHORIZED BY APPLICABLE LAW. WE DO NOT OFFER ANY GUARANTEE CONCERNING THE MARKET VALUE OF THE SERVICES, YOUR SATISFACTION, OR THE SUITABILITY OF THE SERVICES FOR A PARTICULAR USE. IN ADDITION, WE OFFER NO GUARANTEE THAT THE SERVICES WILL BE SECURE, FREE OF INTERRUPTION OR ERRORS, BUGS, VIRUSES, OR HARMFUL ELEMENTS, OR THAT ERRORS, BUGS, VIRUSES, OR HARMFUL ELEMENTS WILL BE CORRECTED. LASTLY, WE OFFER NO GUARANTEE THAT THE INFORMATION, CONTENTS, AND/OR ELEMENTS ACCESSIBLE VIA THE SERVICES ARE ACCURATE, COMPLETE, OR UP TO DATE. IN PARTICULAR, WE DO NOT EXHAUSTIVELY CHECK THE CONTENT OR THE WORDS THAT YOU OR OTHER USERS PUBLISH VIA THE SERVICES OR YOUR ACTIONS WITHIN THE FRAMEWORK OF THE SERVICES. WE THEREFORE OFFER NO GUARANTEE AND ACCEPT NO RESPONSIBILITY TO YOU WITH REGARD TO YOUR OWN ACTIONS AND/OR THE ACTIONS OF OTHER USERS OF THE SERVICES. WE DO NOT OFFER ANY WARRANTIES, EXPRESS OR IMPLIED, CONCERNING ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES; SUCH ACTION IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY HARDWARE OR SOFTWARE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL.

    YOU WILL BEAR ALL COSTS AND ALL RISKS ASSOCIATED WITH THE USE OF THE SERVICES. IN ADDITION, YOU WILL BEAR THE WHOLE COST OF ANY MAINTENANCE, REPAIR, OR CORRECTION REQUIRED. YOU WILL BEAR ALL RISKS ASSOCIATED WITH TIME AND EFFORT LOST, LOSS OF DATA, ERRORS, OR LOSS OF COMMERCIAL OR OTHER INFORMATION RESULTING FROM THE USE OF THE SERVICES.

    YOU WILL BEAR SOLE RESPONSIBILITY FOR ANY DAMAGE CAUSED TO VSCM, ITS PARTNERS, OTHER USERS OF THE SERVICES OR ANY OTHER INDIVIDUAL OR LEGAL ENTITY AS A RESULT OF YOUR USE OF ALL OR PART OF THE SERVICES IN VIOLATION OF THE LAW OR OF YOUR OBLIGATIONS AS STIPULATED IN THESE TERMS.

    VSCM MAY IN NO CASE BE HELD LIABLE FOR PAYMENT TO YOU OF ANY SUM OR ANY DAMAGES AS A RESULT OF YOUR BEING UNABLE TO USE ALL OR PART OF THE SERVICES. IN NO CASE MAY VSCM BE HELD RESPONSIBLE FOR ANY DIRECT, INDIRECT, ACCIDENTAL, INCIDENTAL, OR OTHER DAMAGES RESULTING FROM THE USE OR IMPOSSIBILITY OF USING THE SERVICES, EVEN IF WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING ANY LIABILITY (I) AS A PUBLISHER OF INFORMATION, (II) FOR ANY INCORRECT OR INACCURATE INFORMATION, (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA, (IV) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITE, OR (V) FOR ANY OTHER MATTER RELATING TO THIS SITE OR ANY THIRD-PARTY WEBSITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF GOOD WEILL, LOSS OF USE, LOSS OF DATA, COST OF PROCURING SUBSTITUTE GOODS, SERVICES, OR INFORMATION, LITIGATION OR THE LIKE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE) PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN VSCM AND YOU. THE INFORMATION AND SERVICES OFFERED ON AND THROUGH THE SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.

    IN THE EVENT OF A BREACH OF YOUR LEGAL OR CONTRACTUAL OBLIGATIONS, WE RESERVE THE RIGHT (i) TO DELETE YOUR ACCOUNT AND TERMINATE YOUR LICENSE FOR USE OF THE SERVICES AND (ii) TO TAKE LEGAL ACTION ON GROUNDS OF CIVIL OR CRIMINAL RESPONSIBILITY IN ORDER TO HALT THE VIOLATION AND OBTAIN COMPENSATION FOR OUR LOSSES. IN PARTICULAR, WITHOUT LIMITATION, WE RESERVE THE RIGHT TO PROSECUTE ANY USER WHO WAS DELIBERATELY DAMAGED OR ATTEMPTED TO DAMAGE THE SERVICES OR DISRUPTED THE LEGITIMATE FUNCTIONING OF THE SERVICES OR PROVIDED ASSISTANCE FOR SO DOING.

    YOU ACKNOWLEDGE AND ACCEPT THAT, WITHIN THE LIMITS AUTHORIZED BY LAW, IN THE EVENT OF A DISPUTE WITH VSCM OR ITS LICENSORS YOU MAY (i) CEASE TO USE THE SERVICES AND TERMINATE YOUR ACCOUNT AND, (ii) IF APPLICABLE, TAKE LEGAL ACTION TO OBTAIN COMPENSATION FOR YOUR LOSSES. THE LIABILITY OF VSCM, INCLUDING ITS LICENSORS AND AFFILIATED COMPANIES AND THEIR RESPECTIVE EMPLOYEES, MANAGERS, OR DIRECTORS (COLLECTIVELY REFERRED TO AS THE “AFFILIATES”) TO YOU MAY NOT EXCEED THE PRICE YOU HAVE PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE DISPUTE.
    REGARDLESS OF THE ABOVE, THE PROVISIONS OF THIS SECTION IN NO EVENT LIMIT OUR LIABILITY TO YOU IN THE EVENT OF FRAUDULENT STATEMENTS OR DEATH OR PHYSICAL INJURY RESULTING FROM OUR NEGLIGENCE. IN ADDITION, THE RESTRICTIONS, EXCLUSIONS, AND NON-LIABILITY CLAUSES OF THIS SECTION AND OF THE OTHER STIPULATIONS OF THESE TERMS APPLY WITHIN THE LIMITS OF APPLICABLE LAW.

    SOME JURISDICTIONS DO NOT ALLOW DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE EXCLUSIONS AND LIABILITY ARE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

     

  19. YOU AGREE TO INDEMNIFY VSCM.
  20. If We ask You to do so, You shall defend and guarantee VSCM, its licensors, subcontractors, and other content suppliers against all liabilities, claims, damages, and all costs, including lawyers’ fees, following and/or resulting from a violation of these Terms for which You are responsible or more generally, your use of our Services or behavior on the Services or any activity by your Account by You or any other person. Without limiting the generality of the foregoing, You shall defend VSCM and hold it harmless in the event of inappropriate or illegal use of your Account including in the event of illegal or inappropriate use by someone You have authorized to use your Account. You agree to be held personally responsible for your use of our Services and for all your communications and activities on our Services. The provisions of this Section remain valid and in force after termination of these Terms or of your Account, subject to applicable law.

     

  21. HOW WILL WE UPDATE OUR SERVICES OR THESE TERMS?
  22. 11.1 Modification of Terms. We reserve the right to modify these Terms and other notices contained on the VSCM Services, at any time, temporarily or permanently, and entirely at our own discretion. If You do not agree to the changes made to these Terms, You may close your Account in accordance with Section 12. You therefore undertake to check any modifications regularly and to comply with them fully. Any use of our Services after updates and/or modifications implies acceptance of the Terms thus updated and modified.

    11.2 Modification to Services and Access to Services. We may modify our Services and/or your access to them at any time for any reason. We may deem it necessary to carry out updates, maintenance operations, and/or resets to improve and/or optimize our Services. Such updates, maintenance operations, and/or resets may affect our Services including without limitation (a) restricting your access to all or part of our Services and/or (b) deleting all or part of the Services, subject to applicable law. In addition, We reserve the right to modify the prices of specific Services at any time for any reason. PLEASE NOTE THAT WE MAY CANCEL ACCESS TO ONE OR MORE ONLINE FUNCTIONS CONNECTED TO ONE OR MORE SERVICE(S) AT ANY TIME AND FOR ANY REASON WITH OR WITHOUT NOTICE TO YOU, ALL SUBJECT TO APPLICABLE LAW.

    11.3 Tools and Software Updates. The Services may ask You or enable You to download software, updates, patches, and/or other utilities and tools supplied by us or our licensors (referred to as the “VSCM Software”) onto hardware mediums authorized by us. We grant You a personal, non-transferable, and non-exclusive license enabling You to use this VSCM Software solely for the purposes of use of our Services throughout the world and for the legal period of protection of the VSCM Software under intellectual property rights. We may specify terms of use for this VSCM Software at the time at which it is made available to you. Please note that the performances of the VSCM Software and the related Services may vary depending on your hardware. We may from time to time supply You with updates or modifications of the VSCM Software. You acknowledge that certain updates and modifications may be necessary to be able to continue to use the VSCM Software and Services.

     

  23. CAN YOUR ACCOUNT BE TERMINATED?
  24. These Terms are effective unless and until terminated by either You or VSCM. These Terms may be terminated or suspended at any time, without notice, for any reason, including without limitation due to violations of the Rules of Conduct. If you have more than one Account, We reserve the right to delete all the Accounts you have opened.

    12.1 Termination of your Account at your initiative. You may terminate your Account at any time. We reserve the right to recover any charges owed to us, or anyone else, in connection with our Services, before the cancellation of your Account. Subject to compliance with the termination procedure indicated above, the termination of your Account will come into force within a reasonable period after receipt of your request.

    12.2 Consequences of Termination of the Account. In the event of termination or suspension of your Account, You will lose, and We may delete, your profile and the related information You have passed on to us, together with any UGC you may have published, uploaded, or made available on our Services. However, to the extent permitted by applicable law, We reserve the right to store your profile and any of the Content on our servers. In the event of termination of your Account, you must immediately cease all use of the Services and destroy any related documentation on any medium. In the event of termination of your Account, You will not be able to participate in the Service(s) again without our express permission. Any fees paid hereunder are non-refundable.

    Sections that due to their nature are intended to survive, shall survive the termination of these Terms.

     

  25. NOTICE TO CALIFORNIA RESIDENTS.
  26. Pursuant to Cal. Civil Code § 1789.3, please note that (a) VSCM is located at 5160 Wiley Post Way, Salt Lake City, Utah 84116, (b) the fees and charges for the Services vary depending on the services selected by you, and (c) If You have a complaint regarding the Services or desire further information on use of the Services, please contact us.

     

  27. ANYTHING ELSE YOU SHOULD KNOW?
  28. 14.1 Titles and Headings. Titles and headings are for convenience only and do not control the meaning or interpretation of any provision of these Terms.

    14.2 Severability. If any term of these Terms are to any extent invalid, illegal, or incapable of being enforced, such term shall be excluded to the extent of such invalidity, illegality, or unenforceability; all other terms hereof shall remain in full force and effect.

    14.3 No Waiver. The failure or neglect by You or VSCM to enforce any of the rights under these Terms will not be deemed to be a waiver of your or VSCM’s rights.

    14.4 Force Majeure. Subject to applicable law, We will not be held liable for circumstances beyond our reasonable control.

    14.5 Contacts. These Terms can be accessed at any time by visiting our online website. For any question concerning these Terms or our Services, You may contact us by visiting: https://www.visiblescm.com