MODIFICATIONS TO TERMS
Via TRM reserves the right, in its sole discretion, to modify these Terms at any time. A copy of these Terms may be downloaded, stored, or printed. Your continued use of the Sites and Services following the posting of any changes to these Terms constitutes acceptance of those changes. If you do not agree to or cannot comply with these Terms as amended, your only remedy is to stop using the Sites and Services. You are expected to check this page frequently so you are aware of any changes, as they are binding on you.
Upon registering, you will create a username and password, which you will need to access certain features of the Services. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur on the Sites and Services under your username and password. You agree to immediately notify Via TRM of any unauthorized use of your username or password, or any other breach of security, and to ensure that you logout at the end of each Services session. Via TRM cannot and will not be liable for any loss or damage arising from your failure to comply with this paragraph.
RESTRICTIONS ON USE OF SOFTWARE AND SERVICES
You agree not to:
(a) sublicense, sell, rent, lease, transfer, or exploit any right in any portion of the Services;
(b) reproduce, modify, publish, publicly display, distribute, adapt, translate, or create derivative works of the Services;
(c) sell information associated with the Services;
(d) remove, obscure, or alter any copyright, trademark, or other proprietary notices embedded in, affixed to, or accessed in conjunction with the Sites and Services;
(e) damage, disable, overburden, interfere with, disrupt, or impair the Services or servers or networks connected to the Services, in any manner;
(f) interfere with any other party’s use and enjoyment of the Sites or Services in any manner;
(g) violate any applicable local, state, national, or international law; or
(h) impersonate any person or entity or misrepresent your affiliation with a person or entity.
You also agree not to use the Sites or Services to upload, post, transmit, or otherwise disseminate materials, articles, or other data:
(a) that you are restricted from transmitting under any law or under any contractual or fiduciary relationships (such as inside information or proprietary and confidential information learned or disclosed as a part of employment relationships or under non-disclosure agreements);
(b) that infringes any patent, trademark, trade secret, copyright, or other proprietary rights of any party;
(c) that is unlawful, harmful, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, pornographic, abusive, threatening, or otherwise objectionable; or
(d) that contains viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer service or hardware or article.
When you use our Services or send e-mails to us, you are communicating with us electronically. We will communicate with you by e-mail or providing notices via the Services. 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. Any such emails may include marketing and promotional content.
PROMOTIONS AND ADVERTISING
Via TRM and/or its business partners may present advertisements or promotional materials on or through the Sites or Services. Your participation in any promotional event is subject to the terms and conditions associated with that event. Your dealings with, or participation in promotions of, any third-party advertisers are solely between you and such third party. You agree that Via TRM shall 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 third parties on the Sites and/or Services.
LINKS TO THIRD-PARTY SITES
The Sites and/or Services may present links to third-party websites not owned or operated by Via TRM. Via TRM does not control such other websites and is not responsible or liable for the availability thereof or the content, advertising, products, or other materials contained on such websites. You agree that Via TRM is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on any content of any such site or goods or services available through any such site. Your access and use of linked websites, including the content therein, is solely at your own risk.
MONITORING PUBLIC AREAS
The Sites and/or Services may have features that allow you to exchange messages with administrators. [DB1] [MOU2] The text of any such message is considered to be public information, released by you. Via TRM may, but is not obliged to, restrict your use of messaging, or monitor your activity. Via TRM takes no responsibility and assumes no liability for any content, materials, messages, and the like that you or any other user posts to or views or sends to or receives from another user over email or an instant messenger system. You agree to indemnify and hold harmless Via TRM, its partners, parents, subsidiaries, agents, affiliates, and/or licensors, as applicable, for, from, and against all claims resulting from content, messages, materials, and the like that you post, including by sending via email.
You may use the Sites and Services solely for lawful purposes. You may not use the Sites or Services to transmit, display, perform, or otherwise make available any messages, content, or materials (i) that are illegal, obscene, threatening, of a “spamming” nature, defamatory, or invasive of privacy; (ii) that constitute political campaigning or commercial solicitation or that contain software viruses or other computer code designed to interfere with the functionality of any computer systems; or (iii) that infringe third-party rights or harm minors in any way. You may not interfere with or disrupt the Sites or Services, or any networks connected to or by the Sites or Services. In addition, you may not use a false email address or otherwise mislead other members as to your identity or to the origin of a message or content. You agree that Via TRM may copy, sublicense, adapt, transmit, publicly perform, or display any content you supply in connection with the Services to provide and/or promote the Services and/or to respond to any legal requirement, claim, or threat. You agree that any loss or damage of any kind that occurs as a result of the use of any messages, content, or material that you upload, post, transmit, display, or otherwise make available through your use of the Services is solely your responsibility.
You agree that Via TRM and its licensors own all intellectual property rights in and to the Services and the Sites, including but not limited to, the look and feel, structure, organization, design, algorithms, templates, data models, logic flow, text, graphics, logos, and screen displays associated therewith. You will not reverse engineer, decompile, or disassemble the Services, or otherwise attempt to reconstruct or discover the source code for the Services. You further agree not to resell, lease, assign, distribute, time share, or otherwise commercially exploit or make the Services available to any third party for such third party’s benefit.
Use of the Services may be governed by the terms of an end user license agreement, if any, which accompanies or is included with the Services (“License Agreement“).
The Services are made available for use by end users according to the License Agreement. Any reproduction or redistribution of the Services not in accordance with the License Agreement is expressly prohibited by law, and may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.
Via TRM does not claim ownership of the materials you post, upload, input, or submit to any of the Services (“Submissions“). However, by posting, uploading, inputting, providing or, submitting (“Posting“) a Submission, you grant Via TRM, its affiliated companies, and necessary sublicensees permission to use such Submission in connection with the Sites and Services and marketing thereof, including, without limitation, the rights to: (i) copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat Submissions; (ii) to publish your name in connection with Submissions; and (iii) the right to sublicense such rights to any Via TRM of the Sites and Services.
No compensation will be paid with respect to the use of your Submission, as provided herein. Via TRM is under no obligation to post or use any Submission you may provide and Via TRM may remove any Submission at any time in its sole discretion. By Posting a Submission you warrant and represent that you own or otherwise control all of the rights to the Submission as described in these Terms including, without limitation, all the rights necessary for you to Post the Submission.
In addition, you represent and warrant that each person depicted in any Submission, if any, has provided consent to the use of the Submission as set forth in these Terms, including, without limitation, the distribution, public display, and reproduction of such Submission.
All content on the Sites and in the Services (“Content”), excluding user Submissions, is owned by Via TRM, its business partners, affiliates, and/or licensors, as applicable, and is protected by intellectual property laws. You agree that the content rights holders that license their information or other content to Via TRM for use in the Sites and Services are intended third-party beneficiaries under these Terms with the right to enforce the provisions that directly concern their content. You may not authorize, encourage, or allow any Content used or obtained by you to be reproduced, modified, displayed, performed, transferred, distributed, or otherwise used by anyone else. You agree to advise Via TRM promptly of any such unauthorized use(s).
PATENT AND TRADEMARK
Unless stated otherwise on the Site, all trademarks, service marks, trade names, slogans, logos, and other brands that appear on or in connection with the Sites and Services are the property of Via TRM and its affiliates, licensors, and/or licensees. You may not copy, display, or use any of these marks without prior written permission of the mark owner. Certain parts of the Services may be protected under patent law and may be the subject of issued patents and/or pending patent applications.
If you believe that any Content on the Sites constitutes copyright infringement, please notify Via TRM immediately of the infringing Content and provide the following 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 Sites;
- 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, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Upon receipt of a proper notice of claimed infringement, Via TRM will respond expeditiously to remove, or disable access to, the Content claimed to be infringing and will follow the procedures specified in the Digital Millennium Copyright Act to resolve the claim between the notifying party and the alleged infringer who provided the Content at issue.
You agree that any unauthorized use of the Sites and/or Services would result in irreparable injury to Via TRM and/or its affiliates or licensors for which money damages would be inadequate, and in such event Via TRM, its affiliates, and/or licensors, as applicable, shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you. Nothing contained in these Terms shall be construed to limit remedies available pursuant to statutory or other claims that Via TRM, its affiliates, and/or licensors may have under separate legal authority.
Via TRM reserves the right to refuse access to, or use of the Services to anyone, and may, in its sole discretion, terminate or suspend your account at any time with or without notice to you. If Via TRM terminates these Terms, or suspends your account as stated herein, it shall have no liability or responsibility to you, and Via TRM will not refund any amounts that you have previously paid. All provisions relating to proprietary rights, warranty disclaimers, and liability shall survive the termination of these Terms.
VIA TRM, ITS MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, AND AGENTS (THE “VIA TRM PARTIES”) DISCLAIM ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR USE OF THE SITES AND SERVICES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (a) THE SITES AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITH NO WARRANTIES WHATSOEVER. THE VIA TRM PARTIES EXPRESSLY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SITES AND SERVICES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
(b) THE VIA TRM PARTIES DO NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITES OR SERVICES, INCLUDING WITHOUT LIMITATION, WITH RESPECT TO PERFORMANCE, ACCURACY, RELIABILITY, SECURITY, CAPABILITY, OR OTHERWISE. THE VIA TRM PARTIES DO NOT WARRANT THAT THE SITES AND SERVICES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITES AND SERVICES WILL BE UNINTERUPTED AND ERROR FREE.
(c) YOU UNDERSTAND AND AGREE THAT YOU USE THE SITES AND SERVICES 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 USE OF THE SITES AND SERVICES. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ANY PERSON SHALL CREATE A WARRANTY IN ANY WAY WHATSOEVER RELATING TO ANY OF THE VIA TRM PARTIES.
VIA TRM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE THAT THE SITES AND SERVICS ARE FREE OF INFECTION FROM ANY VIRUSES, WORMS, TROJAN HORSES, TRAP DOORS, BACK DOORS, EASTER EGGS, TIME BOMBS, CANCELBOTS, OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, DETRIMENTALLY INTERFERE WITH, SURREPTITIOUSLY INTERCEPT, OR EXPROPRIATE ANY SYSTEM, DATA, OR PERSONAL INFORMATION.
LIMITATION OF LIABILITY
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL THE VIA TRM PARTIES BE LIABLE TO YOU OR A THIRD PARTY FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, THIRD PARTY, OR CONSEQUENTIAL (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF YOUR USE, MISUSE, OR INABILITY TO USE THE SITES AND SERVICES, EVEN IF A VIA TRM AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (INCLUDING DAMAGES INCURRED BY THIRD PARTIES). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTIAL OR CONSEQUENTIAL DAMAGES SO THE FOREGOING LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE VIA TRM PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU TO REGISTER AND/OR SUBSCRIBE TO THE SITES AND SERVICES OVER THE 6 MONTHS PRIOR TO THE EVENT AT ISSUE.
You agree to indemnify, defend, and hold harmless Via TRM and its parents, members, subsidiaries, affiliates, service providers, licensors, managers, officers, directors, and employees from and against any and all claims, lawsuits, demands, actions, or other proceedings brought against it by any third party due to, arising out of or related to your (i) use of the Sites and Services, including without limitation, your inclusion of any Content on the Sites or Services, (ii) violation of these Terms, or (iii) violation of any law, regulation, or third party rights. You shall pay any and all costs, damages, and expenses, including, without limitation, reasonable attorneys’ fees and costs awarded against or otherwise incurred by Via TRM in connection with or arising from any such claim, lawsuit, action, demand, or other proceeding.
These Terms constitutes the entire agreement between you and us with respect to the Services and Sites and supersedes and replaces all prior agreements. Notwithstanding the foregoing, if you or your organization is a party to a written agreement with Via TRM, then these Terms are supplemental to such written agreement. In the event of any conflict between these Terms and a written agreement, such written agreement will take precedence.
If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The internal laws of the State of Delaware govern these Terms and your use of the Sites and Services, without regard to its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms. The failure by us to exercise rights granted to us hereunder upon the occurrence of any violations set forth in these Terms shall not constitute a waiver of such rights upon the recurrence of such violation.