VLCTY Terms of Service

These Terms of Service (the “Terms”) govern your use of our website located at https://www.vlcty.net/ (“Website”) and any other websites, applications, software code, development kits, APIs, interactive features, widgets and other resources offered directly by us or our partners through websites, mobile devices or other platforms (all of which are collectively referred to as the “VLCTY Services” or “Services”).  Please read these Terms carefully. 

Your use of certain portions of the Website or the Services may be subject to additional terms and conditions ("Additional Terms").  Where Additional Terms apply, we will make them available for you to read through your use of that portion of the Website or the Services.  By using that portion of the Website or Services, you agree to the Additional Terms.

1.         Your Responsibilities.

In order to access some features of the Website or VLCTY Services, you may be required to register.  When you register, VLCTY may collect certain personal information about you.  Because the protection of your personal information is important to us, we will only use information we obtain about you in accordance with VLCTY’s Privacy Policy.  You agree that you will: (a) provide true, accurate, current and complete information when prompted (e.g., at registration); and (b) maintain and update such information so that it is true, accurate, current and complete at all times. 

You are responsible for obtaining and maintaining any equipment and services needed in order to access and use the Website or the VLCTY Services and for paying all related charges. 

As part of the set-up and registration process, you may be asked to select a username and password.  You will be responsible for the confidentiality and use of your username and password and agree not to transfer or resell your use of or access to the Website or the Services to any third party.  YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR USERNAME AND PASSWORD AND FOR ANY AND ALL ACTIVITIES THAT ARE CONDUCTED THROUGH YOUR ACCOUNT.  VLCTY WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO ADEQUATELY SAFEGUARD YOUR PASSWORD OR FOR ANY ACTIONS OCCURRING UNDER YOUR PASSWORD.

2.         Ownership of VLCTY’s Content; Restrictions on Use.

The content on the Website and VLCTY Services, including, without limitation, software, scripts, graphics, photos, clips, videos, text, sounds, interactive features and the like (collectively, the “Content”) and the “VLCTY” word mark and VLCTY design mark, as well as certain other names, logos and materials displayed on the Website or the VLCTY Services that constitute trademarks, tradenames, service marks or logos (the “Marks”) are owned by or licensed to VLCTY and are subject to copyright, trademark, and other intellectual property rights under U.S. and international laws.  You agree not to reproduce, copy, download, capture, archive, upload, publish, transmit, sell, resell, modify, translate, decompile, disassemble, reverse engineer or exploit for any purposes the Website or the VLCTY Services or any portion of them, including, without limitation, the Content and the Marks, except as authorized by these Terms or as otherwise intended or authorized by VLCTY and its applicable licensors. 

You must abide by all copyright notices, trademark notices, information and restrictions contained in or associated with any Content.  You must not remove, alter, interfere with or circumvent any copyright, trademark or other proprietary notices marked on the Content or any digital rights management mechanism, device or other content protection or access control measure associated with the Content. 

3.         Feedback.

You agree that VLCTY and its affiliates are free to use for any purpose whatsoever, ideas, know-how, concepts, techniques, comments, criticisms, reports or other feedback (“Feedback”), about the Website or the Services including Feedback that you send to VLCTY or its affiliates.  You acknowledge and agree that you have no expectation of compensation or confidentiality of any nature, and that VLCTY has no duties to you (including any duty to compensate you for your Feedback), with respect to such Feedback. 

4.         Termination.

VLCTY reserves the right, in its sole discretion, to terminate your access to all or part of the Website and the VLCTY Services, for any reason, with or without notice.  FURTHER, YOU AGREE THAT VLCTY SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR SUSPENDING OR TERMINATING YOUR (OR ANY OTHER PERSON’S) ACCESS TO THE WEBSITE OR THE VLCTY SERVICES (OR ANY PORTION OF THEM).

5.         Modifications to VLCTY Services.

VLCTY reserves the right to modify or discontinue the Website or the VLCTY Services with or without notice to you.  VLCTY shall not be liable to you or any third party should VLCTY exercise its right to modify or discontinue the Website or the VLCTY Services.

6.         Links.  

The Website and the VLCTY Services may contain links to third party websites or other Internet resources that are not owned or controlled by VLCTY (“Third-Party Materials”).  VLCTY SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY CONTENT, INFORMATION, SOFTWARE, MATERIALS OR PRACTICES OF ANY THIRD-PARTY MATERIALS.

7.         Disclaimer of Warranties.

YOU EXPRESSLY AGREE THAT USE OF THE WEBSITE AND THE VLCTY SERVICES IS AT YOUR SOLE RISK.  THE WEBSITE AND THE VLCTY SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  TO THE FULLEST EXTENT PERMITTED BY LAW, VLCTY AND ITS AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE WEBSITE AND THE VLCTY SERVICES (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE AND NON-INFRINGEMENT).

VLCTY and its affiliates make no warranties or representations that the Website or the Services will meet your requirements or that the results that may be obtained from use of the Service will be accurate or reliable.  Further, VLCTY and its affiliates make no warranties or representations about the availability of the Website or the VLCTY Services, the accuracy or completeness of content available on or through the Website or the VLCTY Services, or the content of any websites linked to the Website or the VLCTY Services.   VLCTY assumes no liability or responsibility for any: (a) errors, mistakes or inaccuracies of Content or confidentiality; (b) personal injury or property damage, of any nature whatsoever, resulting from access to or use of the Website or the VLCTY Services or inability to access or use them; (c) any unauthorized access to or use of our servers and/or any and all personal information stored therein; (d) any interruption or cessation of transmission to or from the Website or the VLCTY Services; (e) any bugs, viruses, Trojan horses or the like which may be transmitted to or through the Website or the VLCTY Services by any third party; and/or (f) for any loss or damage of any kind incurred as a result of the use of any Content.

8.         LIMITATION OF LIABILITY.

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL VLCTY OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNT'S) USE OF THE WEBSITE OR THE VLCTY SERVICES. 

9.         Exclusions and Limitations.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages.  Accordingly, some of the above limitations and disclaimers may not apply to you.  To the extent VLCTY may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of VLCTY’s liability shall be the minimum permitted under such applicable law.

10.       Indemnification.

You agree to indemnify, defend and hold harmless VLCTY, its subsidiaries, affiliates, officers, directors, employees, consultants and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and costs) that they may incur as a result of or arising from: (a) any information you (or anyone using any of your accounts) submit, post or transmit on or through the Website or the VLCTY Services or otherwise provide to us; (b) your (or anyone using any of your accounts) use of the Website or the VLCTY Services; (c) your (or anyone using any of your accounts) violation of these Terms or any Additional Terms established by us; or (d) the violation of any rights of any other person or entity, including, without limitation, any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity, by you (or anyone using any of your accounts).  VLCTY reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with VLCTY in asserting any available defenses.

11.       Minors.

The Website and the VLCTY Services are not intended for children under 13 years of age.  If you are under 13 years of age, please do not use the Website or the VLCTY Services.

12.       Choice of Law; Arbitration.  

These Terms, any Additional Terms, and any dispute arising from or relating to these Terms, the Additional Terms or the provision or use of the Website or the Services, shall be governed exclusively by, and construed in accordance with the laws of the United States and the State of California, without reference to any conflict of laws principles.  Any controversy, claim, or dispute arising out of or related to these Terms (or the interpretation, performance, or breach of them), the Website or the Services, (a “Dispute”) shall be solely and exclusively resolved according to the procedures set forth in this paragraph.  If we are unable to resolve any Dispute through informal means, either party may initiate binding arbitration of such Dispute.  The arbitration shall be initiated and conducted according to the JAMS/Endispute Comprehensive Arbitration Rules and Procedures in effect as of the date hereof, including the Optional Appeal Procedure provided for in such rules (the “Arbitration Rules”).  The arbitration shall be conducted in Los Angeles County, California before a single neutral arbitrator appointed in accordance with the Arbitration Rules. The arbitrator’s decision shall be controlled by these Terms and any of the other agreements, including any applicable Additional Terms.  No Disputes may be arbitrated on a class or representative basis. Arbitration can decide only the individual Dispute and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.  BY ENTERING INTO THESE TERMS, YOU HEREBY IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE ASSERTED INDIVIDUALLY.  The arbitrator shall not have the power to award punitive damages against any party.

13.       International Use.  

We do not represent or warrant that the Website or the VLCTY Services, or any part of it, is appropriate or available for use in any particular jurisdiction.  You access the Website and the VLCTY Services on your own initiative and at your own risk, and are responsible for complying with all local laws, rules, and regulations.  We may limit the availability of Website or the VLCTY Services, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

14.       Miscellaneous.

These Terms and any Additional Terms constitute the entire and exclusive and final statement of the agreement between you and VLCTY with respect to the subject matter hereof, and govern your use of the Website and the VLCTY Services, superseding any prior agreements or negotiations between you and VLCTY with respect to the subject matter hereof.  The failure of VLCTY to exercise or enforce any right or provision of these Terms or any Additional Terms shall not constitute a waiver of such right or provision.  If for any reason any provision of these Terms or any Additional Terms is found to be unenforceable, that provision shall be enforced to the maximum extent permissible to give effect to the intent of the parties, and the remainder of these Terms and any Additional Terms shall continue in full force and effect.  The section titles in these Terms and any Additional Terms are for convenience only and have no legal or contractual effect. 

15.       Modifications to Terms. 

VLCTY may, in its sole and absolute discretion, change these Terms from time to time.  All changes to the Terms or the Privacy Policy will be effective when posted, and we will provide notification of such changes to you via the Website or contact information you may have provided to VLCTY upon registration.  Your continued use of the Website or the Services following any changes to the Terms or the Privacy Policy will constitute your agreement to be bound by such changes.  If you object to any such changes, your sole recourse shall be to cease using the Website and the VLCTY Services.

The effective date of these Terms is June 6, 2017.