You are entering a legally binding agreement.
a. A “user” is someone who accesses, browses or in any way uses the Site. The terms “you” and “your” refer to you, as a user of the Site. The terms “we”, “us”, “our”, and “VAPZ” refer to VAPZ, Inc. [and its affiliates and agents]. [NTD: confirm]
b. “Account” means an account registered and created under this Site.
c. “Content” means personal data or information, text, images, photos, audio, video, and all other forms of data or communication. “Your Content” means Content that you submit or transmit to or through the Site, [such as invitations, and information that you display as part of your account profile]. “User Content” means Content that users submit or transmit to or through the Site. “VAPZ Content” means Content that we create and make available on the Site. “Third Party Content” means Content that is made available on the Site by parties other than you or VAPZ. “Site Content” means all of the Content that is made available on the Site, including Your Content, User Content, Third Party Content, and VAPZ Content.
d. “Site” includes without limitation registered accounts, Site Content and digital data and information posted and accessible therein.
2. Purpose, Scope and Intent
2.1. VAPZ has created and established this Site for the purpose of [educating the general public on alternatives to cigarettes and] marketing, promoting and selling products [and services] by VAPZ (these activities being the “Program” and VAPZ’s intention being the “Purpose”). To carry out the Program, we make services available through our Site to assist you and other business professionals in meeting, communicating and finding opportunities to achieve expanded business opportunities. [NTD: confirm]
3. Permitted Use and Your Obligations
3.3. You represent and warrant that you are at least the “Minimum Age” (defined below).
3.4. You agree that you are only authorized to visit, view, and retain a copy of pages of this Site for your own personal use and not for any commercial purpose.
3.5. You agree your use of the Site, including our software, is subject to export and re-export control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Asset Control. You shall not, directly or indirectly, sell, export, re-export, transfer, divert or otherwise dispose of any software or service to any end-user without obtaining the required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving products, including software or services, which originate in the United States of America. [NTD: confirm]
3.6. You agree that you will not violate any rights of VAPZ, third parties, or of other users, including without limitation intellectual property rights such as copyright or trademark rights.
3.7. You are under no obligation to provide any ideas, suggestions, documents or proposals (“Contributions”) to us. You agree that in the event you provide any Contributions to us whether through our feedback webpages or otherwise: (1) your Contributions do not contain any information which is confidential or proprietary; (2) we are under no obligation to treat the Contributions as confidential or proprietary; (3) we may have developed information similar to the Contributions prior to your providing the Contributions to us; (4) we shall be entitled to treat the Contributions as we choose in our sole and absolute discretion, including without limitation disclosing such all or part of the Contributions to third parties or to the public; and (5) you irrevocably provide us with a non-exclusive, fully paid, world-wide license to exploit the Contributions without any form of compensation, reimbursement or recognition whatsoever.
3.9. You agree to provide at your cost all equipment, software, mobile access, and Internet access necessary to use the Site.
4. Your Right to Use and Access the Site – A Limited License
4.2. Hyperlinking to the Site. You may create a link (the “Hyperlink”) to the Site provided that: [NTD: confirm]
4.2.1. You do not replicate any of the Content of the Site;
4.2.2. You do not create a frame or any other bordered environment around the Site or any of the Content contained on the Site;
4.2.3. The Hyperlink shall not imply any endorsement of any product or services or party;
4.2.4. The web site linking to the Site does not contain material prohibited under section 5.2; and
4.2.5. The web site linking to the site does not contain any information, content or material that would interfere with the operation of the Site.
4.2.6. VAPZ may withdraw your right to link to the Site at any time in its sole and absolute discretion, in which case you agree to forthwith permanently remove the Hyperlink.
5. Prohibited Use of the Site
5.2. You agree that Content you will post, upload, publish, transmit or otherwise distribute on the Site will not:
• Be misleading in fact to individuals reading or viewing your User Content;
• Promote any illegal activity;
• Be for an individual other than yourself or be on behalf of a company or other legal entity for which you have not been properly authorized to provide such Content;
• Be offensive, harmful and/or abusive, including but not limited to, contain images depicting or language containing expletives or profanities, obscenities, harassment, vulgarities, sexually explicit material or that promotes bigotry or discrimination against protected classes (e.g., racist/discriminatory speech or imagery);
• Accuse others of illegal activity, or describe physical confrontations and/or sexual harassment;
• Be of a nature that does not address the goods and services, atmosphere, or other attributes of the business or have no qualitative value (including, but not limited to, spam, chain or other mass messaging);
• Violate any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
• Be inappropriate based on the applicable subject matter;
• Use the Site for unauthorized advertising or promotional materials, “junk mail,” “spam,” surveys, contests, “chain letters,” “pyramid schemes,” or other form of solicitation materials;
• Contain material that, in our sole discretion, violates the standards of good taste or the standards of this Site;
• Contain material that is illegal, or that violates any federal, state, or local law or regulation;
• Contain language or images intended to impersonate other individuals (including names of other individuals) or offensive or inappropriate user names or signatures;
• Even if it is legal where you are located, provide information that promotes or facilitates escort services or prostitution; and
• Contain material that is not in English, that is encrypted or that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, interfere with, intercept or appropriate any system, data or personal information. [NTD: confirm … English only?]
5.4. VAPZ is under no obligation to review any User Content submitted, posted or otherwise displayed on the Site and assumes no responsibility or liability whatsoever relating to any such User Content. You may not imply that any User Content is any way sponsored or endorsed by VAPZ, nor that VAPZ has reviewed, is aware of or approved, or taken any decision or action on any Content submitted, posted or otherwise displayed on the Site.
5.6. You will not attempt to gain unauthorized access to any portion or feature of the Site, or any other systems or networks connected to the Site or to any VAPZ server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means. You will not probe, scan, or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You will not reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Site, to its source, or exploit the Site or any service or information made available or offered by or through the Site, in any way where the purpose is to reveal any information, including but not limited to personal identification or information, other than your own information, as provided for by the Site.
5.7. You agree that you will use the Site in a reasonable manner as it is customary to provide business to business communication in accordance to similar formats, and particularly, will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or VAPZ’s systems or networks, or any systems or networks connected to the Site or to VAPZ. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.
5.8. You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to VAPZ on or through the Site or any service offered on or through the Site. You will not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity.
5.9. VAPZ reserves the right, but not the obligation, to refuse to post or remove any User Content at our sole and absolute discretion.
6. Site Availability
6.1. From time to time and without prior notice to you, we may change, expand and improve the Site. We may also, at any time, cease to continue operating part or all of the Site or selectively disable certain aspects or portions of the Site. Any modification or elimination of the Site will be done in our sole and absolute discretion and without an ongoing obligation or liability to you, and your use of the Site does not entitle you to the continued provision or availability of the Site.
7. Disclosure of User Information
8. Connections and Interactions with other Users
8.1. You are solely responsible for your decision to interact and your interactions with other users. VAPZ may limit (1) the number of times in aggregate you may initiate interaction with another user and (2) the number of times per day (or per other period) you may initiate interaction with other users in aggregate. [NTD: confirm … will there be a social networking element / communication among Users?]
9. Intellectual Property Notices
9.2. You agree to abide by all copyright notices, information and restrictions contained in any Content on, or accessed through, the Site and maintain such notices in the Content.
9.3. You agree not to use any trademark displayed on the Site without the express written permission of the applicable owner or authorized agent of the owner of the trademark.
10. How You May Use Site Content
10.1. By using the Site, you agree that you will not copy, reproduce, alter, modify, create derivative works from, rent, lease, loan, sell, distribute or publicly display any of the Site Content (except for your own personal, non-commercial use) from the Site. In addition, you will not use the Site Content for any unauthorized non-commercial marketing and promotional campaigns, target or mass solicitation campaigns or political campaigning.
10.2. You are prohibited from data mining, scraping, crawling, or using any robot, other automatic device, script, technology or processes that send automated queries to the Site, or from using other similar methods and tools to gather or extract data from the Site.
10.3. You may not use the Site to compile data (or any other portion of the Site Content), in a manner that is used or usable by a competitive listing product or service. You may not use any device, software or routine to interfere or attempt to interfere with the proper functioning, operation, usage and display of the Sites by any other authorized users and third parties.
10.4. You are prohibited from modifying or obscuring the manner in which the Site is displayed or used, including framing, scraping or any other technique that would alter the visual display of the Site or Site Content. You may not obscure advertisements displayed as part of the Site, nor modify the advertisements and listings in a way that is unauthorized. Unless expressly authorized by VAPZ in our sole and absolute discretion, you may not link to the Site (including deep linking to a specific portion of the Site), except as provided for herein. You are not permitted to script searches or search results of the Site in a manner that results in the automated display of Site Content on a third party website.
11. Registered User Accounts [NTD: confirm]
13.1. You are under no obligation to use or continue to use the Site and may at any time temporarily or permanently cease using the Site.
15. Warranty Disclaimer and Limitation of Liability
15.1. Any use of the Site, reliance upon any of the Site Content, and any use of the Internet generally shall be at your sole risk and VAPZ does not review, edit or censor search results, Content or Third Party links and information. VAPZ disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or the Site Content accessible by use of the Site.
15.2. THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. VAPZ DISCLAIMS, TO THE FULLEST EXTENT PERMITTED UNDER LAW, ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE SITE. VAPZ DOES NOT WARRANT THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SITE IS FREE OF VIRUSES, ERRORS, OTHER HARMFUL COMPONENTS, OR WILL BE UNINTERRUPTED.
15.3. IN NO EVENT SHALL VAPZ BE LIABLE TO ANY USER ON ACCOUNT OF SUCH USER’S USE, MISUSE OR RELIANCE ON THE SITE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, USE, OR DATA WHETHER BROUGHT IN WARRANTY, CONTRACT, INTELLECTUAL PROPERTY INFRINGEMENT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, EVEN IF VAPZ IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR CONNECTED WITH (1) THE USE (OR INABILITY TO USE) OR PERFORMANCE OF THE SITE, (2) THE SITE CONTENT OR THE INTERNET GENERALLY, (3) THE USE (OR INABILITY TO USE), (4) RELIANCE UPON OR PERFORMANCE OF ANY SITE CONTENT CONTAINED IN OR ACCESSED FROM ANY VAPZ SITE OR A THIRD PARTY SITE, OR (5) ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF AN ADVERTISEMENT OR OTHER INFORMATION OR MATERIAL ON OR IN CONNECTION WITH THE SITE. VAPZ DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, TIMELINESS OR USEFULNESS OF ANY INFORMATION, APPARATUS, PRODUCT OR PROCESS DISCLOSED ON THE SITE OR OTHER SITE CONTENT ACCESSIBLE FROM THE SITE.
15.4. THE USER OF THE SITE ASSUMES ALL RESPONSIBILITY AND RISK FOR THE USE OF THIS SITE AND THE INTERNET GENERALLY.
16. Dispute Resolution and Governing Law
16.2. For any claim (excluding claims for injunctive or other equitable relief) where the total amount of award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternate dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator shall be final and may be entered in any courts of competent jurisdiction. [NTD: confirm]
16.3. VAPZ may use specific rules and WIPO in an ad hoc dispute resolution proceeding that may be similar to the rules for domain name disputes, as is customary for administrators of web sites.
17.4. Notice to VAPZ. Any notice to be given to VAPZ relating to a Claim must be given by registered mail to the following address:
80 Bass Pro Mills Rd Unit 13
Attention: ClaimsAdditionally, VAPZ accepts service of process at this address. Any notices that you provide without compliance with this section shall have no legal effect, unless so granted by a court of competent jurisdiction.
17.9. No Injunctive Relief. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Site.
17.12. Potential Other Rights and Obligations. You may have rights or obligations under local law other than those enumerated here if you are located outside the United States of America.
17.13. DMCA Form. If you believe, in good faith, that any materials on the Site infringe upon your copyrights, please send the following information to VAPZ in accordance with section 17.4:
• Identify the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Site where the material you claim is infringed is located. Include enough information to allow VAPZ to locate the material, and explain why you think an infringement has taken place. If multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site is allowed;
• Identify the allegedly infringing work and include information reasonably sufficient to allow us to locate the material — for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
• Your full legal name, mailing address, telephone number, and e-mail 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;
• A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or are authorized to act on the copyright owner’s behalf; and
• An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
Posting Date: [insert posting date], 2014