By accessing the website(s) of Valify, Inc. (“Company”) located at valifymarketplace.com or at any other related internet address (collectively, the “Site”), you (“User”) agree, in your individual capacity and on behalf of any business, corporation, organization or entity that you may represent, that you have read and agree to these Terms and Conditions of Use (the “Agreement”). Any continued use of this Site indicates User’s assent to be bound by this Agreement.
- Accessing the Site. Company reserves the right to modify the Site in its sole discretion without notice. Company will not be liable if, for any reason, any part of the Site, or the entire Site, is unavailable at any time and or for any period. From time to time, Company may restrict access to some parts of the Site, or the entire Site. Company may modify, disable or delete the Site, its functions and/or Site content at any time and for any reason without prior notice. Company reserves the right to suspend, rescind, terminate or delete User’s access to the Site at any time and without notice. None of the aforementioned actions in this paragraph, in this Section 1, will be construed as terminating this Agreement.
A User who is provided with a username, password or any other piece of information as part of the Site’s security procedures must treat such information as confidential, and User must not disclose it to any other person or entity. User also acknowledges that his or her account is personal, and it hereby agrees not to provide any other person with access to this Site or portions of it using the designated username, password or other security information. User further agrees to notify Company immediately of any unauthorized access to or use of the designated username or password or any other breach of security. User also agrees to ensure that he or she exits from his or her account at the end of each session. Company, at its sole discretion, reserves the right to disable any username, password or other identifier without prior notice.
- Intellectual Property Ownership. The Site and its entire contents, features and functionality (including but not limited to all information, data, software, text, displays, images, video and audio, and the design, selection and arrangement thereof) are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. Accordingly, and without limiting the foregoing, Company owns all content, technology, source code, object code, designs, graphics, compilations, arrangements, and know-how related to the creation, operation, maintenance and upkeep of the Site. Users own their content, including but not limited to any text, image(s) and/or video(s) that they share for publication on the Site (“Shared Content”). By sharing content, a User grants Company a non-exclusive, worldwide, perpetual, royalty-free license to use, display, publish, transmit, distribute, copy, reproduce, modify or otherwise adapt the Shared Content.
- Limited License to Use Materials Provided on the Site. Company grants User a limited license to use the materials made available on the Site only for User’s use, provided that all copyright and other proprietary notices are retained on any copies made of the materials. The materials at this Site may not be modified in any way or reproduced or distributed or used for any purpose unless expressly permitted in writing by Company. Any use or display of the materials on this Site on any other website or networked computer environment for any purpose is prohibited. User acknowledges that any copies or derivative works created from the materials on the Site shall be the sole and exclusive property of Company. Unless Company executes an agreement providing to the contrary, Company, in its sole discretion, may revoke this license at any time without prior notice to User and without liability to Company.
- User Conduct. As a condition of use of the Site, User represents and warrants that User shall not use the Site for any purpose that is unlawful or prohibited by this Agreement or any other agreements with Company. User agrees that at all times he or she will provide true, accurate and complete information while using the Site. By creating a User account and profile, and/or by using the Site, User acknowledges that he or she is obligated to complete, truthfully, any profile questions to the best of his or her knowledge and ability. User agrees to abide by all applicable local, state, national and international laws and regulations and User shall be solely responsible and liable for all acts or omissions that occur while User or any agent of User accesses the Site. By way of example, and not as a limitation, User agrees:
- Not to falsify any personal information or otherwise create false or misleading information as part of User’s account or profile with Site;
- Not to transmit or upload any material to the Site that contains viruses, trojan horses, worms, time bombs, or any other harmful or deleterious programs;
- Not to post or transmit from the Site any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material that would violate any law;
- Not to post or transmit to the Site any content that infringes or violates the intellectual property right or the right to privacy of any third party;
- Not to delete any legal notices, disclaimers or proprietary notices;
- Not to use the Site to gather, collect, store or save data about other Users without their express, prior, written permission;
- Not to interfere with or disrupt the Site networks or servers;
- Not to attempt to gain unauthorized access to the Site, other accounts, computer systems or networks connected to the Site, through password misuse, mining or any other means;
- Not to use the Site to send unwanted advertising solicitation or spam; or
- Not to interfere with Company or another authorized party’s use and enjoyment of the Site.
Company has no obligation to monitor use of the Site or retain the content of any of the sessions on the Site. Notwithstanding the foregoing, Company reserves the right, in its sole discretion, to audit or otherwise monitor any communication transmitted using the Site. Company further reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process, governmental request or the business needs of Company.
- Links to Third Party Websites. Company may provide reference or hyperlinks to third-party websites as a convenience to Users of the Site. Company does not control third-party websites and is not responsible for the contents of any referenced, or linked-to, third party websites or any hyperlink in a linked-to site or the content or use thereof.
- Indemnification. User shall indemnify, defend and hold Company and its affiliates, officers, directors, employees, stockholders, members or agents harmless from all damages, liabilities and expenses (and all legal costs including attorneys’ fees, court costs, expenses and settlements resulting from any action or claim) arising out of, connected with or resulting from any violation of this Agreement by User, User’s use of the Site or information provided by the Site.
- Disclaimer. THE SITE AND ALL INFORMATION CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING THE WARRANTY OF MERCHANTABILITY AND NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. COMPANY MAKES NO WARRANTIES WITH REGARD TO THE ACCURACY, RELIABILITY, ACCESSIBILITY, COMPLETENESS, QUALITY, OR TIMELINESS OF ANY INFORMATION SUPPLIED. COMPANY DOES NOT WARRANT THAT THE SITE WILL BE OPERATIONAL, SECURE, ERROR-FREE OR VIRUS FREE. COMPANY HAS NO LIABILITY OR RESPONSIBILITY FOR CONTENT ON THE SITE POSTED OR SUBMITTED BY THIRD PARTIES. USER USES THE SITE AND ALL SITE INFORMATION AT USER’S OWN RISK.
- Limitation of Liability. IN NO EVENT SHALL COMPANY OR ITS OFFICERS, DIRECTORS, EMPLOYEES, STOCKHOLDERS OR AGENTS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, RESULTING FROM THE USE OR INABILITY TO USE THE SITE OR FOR INFORMATION CONTAINED THEREIN, WHETHER SUCH LIABILITY IS BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall the total liability of Company, or its officers, directors, employees, shareholders, members and agents, under this Agreement, regardless of the form of claim or action, exceed in the aggregate of one hundred dollars ($100.00).
- Force Majeure. Company shall not be liable for delay or failure in the performance of any obligation concerning the Site or a failure of the Site due to causes beyond its reasonable control, including, but not limited to, an act of God, war, terrorism, natural disaster, governmental regulations, internet failures, communication or utility failures or the failures or acts of third parties.
- Jurisdiction and Governing Law. This Agreement shall be construed, governed and enforced under the laws of the United States and the State of Tennessee (without regard to rules governing conflict of laws). User agrees that venue for all actions, relating in any manner to this Agreement, shall be in a federal or state court of competent jurisdiction located in Nashville, Tennessee. Each party waives any objection based on forum non conveniens and waives any objection to venue of any action instituted hereunder to the extent that an action is brought in the courts identified above. Each party agrees the prevailing party in any action shall be entitled to recover all attorneys’ fees and expenses.
- Severability. If any provision hereof is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Agreement will continue in full force and effect.
- Waiver. No waiver of any breach of a provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision hereof, and no waiver shall be effective unless made in writing.
- Modifications. Company may modify this Agreement at any time, in its sole discretion, and modifications are effective upon being posted on the Site. User is responsible for reviewing this Agreement to ensure that User is aware of any changes made to the Agreement. Continued usage of the Site will be considered acceptance of any changes.
- Contact. If you have any questions about this Agreement, please contact us at firstname.lastname@example.org or mail us at:
10601 Clarence Drive, Suite 200
Frisco, TX 75033
- Acknowledgement. The Terms and Conditions of Use, along with all agreements referenced herein, represent the entire understanding and complete agreement by and among User and Company. BY USING THIS SITE, USER ACKNOWLEDGES THAT HE OR SHE HAS READ THIS AGREEMENT AND AGREES TO BE BOUND BY ALL APPLICABLE TERMS AND CONDITIONS.