NOTICE: YOUR USE OF AND ACCESS TO OUR SERVICES (DEFINED BELOW) ARE SUBJECT TO THE FOLLOWING TERMS. PLEASE READ THESE TERMS CAREFULLY, AS THEY INCLUDE INFORMATION ABOUT FUTURE CHANGES TO THESE TERMS, LIMITATIONS OF LIABILITY, A CLASS ACTION WAIVER, AND AN AGREEMENT TO RESOLVE DISPUTES BY ARBITRATION INSTEAD OF BY A COURT PROCEEDING. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING TERMS, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.
Effective Date: June 19, 2019
Welcome to Valtix. Please read on to learn the rules and restrictions that govern your use of our website(s), products, services and applications (collectively, the “Services”). If you have any questions, comments, or concerns regarding these terms or the Services, please contact us at email@example.com, 650-420-6014, 2901 Tasman Drive #222, Santa Clara, CA 95054.
You must agree to and accept all of these Terms, or you don’t have the right to use the Services. Your using the Services in any way means that you agree to all of these Terms. These Terms, as they may be updated from time to time, will remain in effect while you use the Services.
Will the Services ever change?
We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to parts or all of the Services.
Will these Terms ever change?
These Terms may need to change along with the Services. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the Services, by sending you an email, and/or by some other means.
If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
What about my privacy?
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to register for the Services or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at firstname.lastname@example.org.
How do I access and use the Services?
You may access the Services by visiting www.valtix.com.
In order to use the Services, you may be required to sign up for an account and select a password and user name (“Account Credentials”). You may not create an account, select Account Credentials, or otherwise use the Services using any name, information, account or Account Credentials that you do not have a right to use, or using another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission. You will not share your account or Account Credentials with anyone, and you must protect the security of your account and your Account Credentials. You are solely responsible for any activity associated with your account.
Do the Services cost anything?
Valtix reserves the right to require payment of fees for certain or all Services, in addition to the fees charged for the purchase of products. You shall pay all such fees, as described on the website in connection with such Services selected by you. Valtix reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the website. Your use of the Services following such notification constitutes your acceptance of any new or increased charges.
Are there any restrictions on my use of the Services?
Yes. Your use of the Services must comply with all of these Terms, including the following restrictions:
You will only use the Services for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions (as that term is defined below), and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Valtix’s) rights.
You understand that Valtix owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.
The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!
You represent, warrant, and agree that you will not contribute any Content or User Submission or otherwise use the Services or interact with the Services in a manner that:
- Infringes or violates the intellectual property rights or any other rights of anyone else (including Valtix);
- Violates any law or regulation, including any applicable export control laws;
- Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
- Jeopardizes the security of your Valtix account or anyone else’s (such as allowing someone else to log in to the Services as you);
- Attempts, in any manner, to obtain the password, account, or other security information from any other user;
- Violates the security of any computer network, or cracks any passwords or security encryption codes;
- Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
- “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
- Copies or stores any significant portion of the Content;
- Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
Finally, you understand and agree that although Company has no obligation to monitor the Content on the Services, it may choose to do so, and that Leap may take down, remove, or suspend any Content (including User Submissions) at any time, for any reason.
Do I have to grant any licenses to Company or to other users?
Anything you post, upload, share, store, or otherwise provide through the Services is your “User Submission.” Some User Submissions are viewable by other users. In order to display your User Submissions on the Services, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions, as follows:
- For all User Submissions, you hereby grant Company a license to translate, modify (for technical purposes, for example making sure your content is viewable on an iPhone as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Services, as described in more detail below;
- If you store a User Submission in your own personal Company account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant Company the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services necessary to do so;
- If you share a User Submission only in a manner that only certain specified users can view (for example, a private message to one or more other users) (a “Limited Audience User Submission”), then you grant Company the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Submission for the sole purpose of making that Limited Audience User Submission accessible to such other specified users, and providing the Services necessary to do so. Also, you grant such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services;
- If you share a User Submission publicly on the Services and/or in a manner that more than just you or certain specified users can view (a “Public User Submission”), then you grant Company the licenses above, as well as a license to display, perform, and distribute your Public User Submission for the purpose of making that Public User Submission accessible to all Company users and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Submission in connection with the Services and/or otherwise in connection with Company’s business. Also, you grant all other users of the Services a license to access that Public User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services.
In addition, if you provide us with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (whether through a direct email or otherwise) (“Feedback”), then you grant Company a license to freely use, modify, copy, and distribute such Feedback for any purpose.
Finally, you understand and agree that Valtix, in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
Who is responsible for what I see and do on the Services?
Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated. You access all such information and content at your own risk, and acknowledge and agree that Valtix is not liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for your having acquired or not acquired Content through the Services. We cannot guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.
Valtix has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Services. In addition, Valtix will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Valtix shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between or among users on the Services, or between or among users and any third party, you agree that Valtix is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Valtix, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
What if I want to stop using the Services?
Valtix is also free to terminate (or suspend access to) your use of the Services or your account, for any reason in our discretion, including your breach of these Terms. Valtix has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Submissions you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Company.
If you have deleted your account by mistake, contact us immediately at email@example.com – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
What else do I need to know?
Warranty Disclaimer. Neither Valtix nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Services. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Company or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY VALTIX (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL VALTIX (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO COMPANY IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold Company, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Valtix’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law; Venue. These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any claims or disputes that are not subject to arbitration as set forth below will be brought exclusively in the state and/or federal courts located in San Francisco County, California.
Arbitration Agreement. The following section (up to and including subsection (d)) will be referred to as the “Arbitration Agreement”. PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES AND CLAIMS WITH VALTIX AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM VALTIX.
- Arbitration Rules; Applicability of Arbitration Agreement. Any claim or dispute arising out of or relating to the Services, your relationship with Valtix and/or the subject matter of these Terms shall be finally settled by binding arbitration in San Francisco County, California. The arbitration will be conducted in the English language, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, which arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. The existence and content of the dispute, the arbitral proceedings and any rulings or award shall be kept strictly confidential except that either party may disclose such information (i) to the extent that disclosure may be required of a party to fulfill a legal duty or right, (ii) to enforce or challenge an award in a bona fide legal proceeding as authorized herein, and/or (iii) to such party’s professional advisors, provided such advisors are bound by confidentiality obligations at least as restrictive as those set forth herein. In addition, Company may disclose such information to Company’s current and potential investors who have been advised of the confidential nature of such information. The arbitrator shall have the authority to award any and all available remedies, whether provisional or final, legal or equitable, including conservatory relief and injunctive relief. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. This provision does not preclude the parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction.
- Costs of Arbitration. The JAMS rules will govern payment of all arbitration fees. Valtix will pay all arbitration fees for claims less than $75,000. Valtix will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
- Waiver of Jury Trial. YOU AND VALTIX WAIVE ALL RIGHTS (WHETHER CONSTITUTIONAL, STATUTORY OR OTHERWISE) TO GO TO COURT AND CONDUCT A TRIAL IN FRONT OF A JUDGE OR JURY. You and VALTIX are instead choosing to have claims and disputes resolved by arbitration. To the extent you or Valtix seek to vacate or enforce an arbitration award or otherwise submit any dispute in a court of competent jurisdiction, YOU AND VALTIX WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have such dispute resolved by a judge.
- Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE INDIVIDUAL OR ENTITY CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER INDIVIDUAL OR ENTITY.
Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the Company may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Valtix agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Valtix, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Valtix, and you do not have any authority of any kind to bind Valtix in any respect whatsoever. You and Valtix agree there are no third party beneficiaries intended under these Terms.