TERMS AND CONDITIONS
Use of Intellectual Property
Upon VOS Technologies (VOS) request, Customer will promptly provide VOS with
print-ready or electronic copies of all Customer Content reasonably necessary
for VOS to provide services under this Agreement. Customer hereby grants to
VOS a limited, non-exclusive, non-transferable royalty free license to use Customer
content in connection with data management, analysis, reporting, marketing,
selling, and providing services for the Customer. Upon written termination of
this Agreement, VOS will, at its option, either destroy or return to Customer
all Customer Content. No additional rights to Customer Content are granted to
VOS under this Agreement.
Confidential Information
Means all information disclosed by one of us to the other, whether before or
after the effective date of the Agreement, that the recipient should reasonably
understand to be confidential, including: (i) for Customer, all information
transmitted to or from, or stored on, VOS servers or other devices, (ii) for
VOS, unpublished prices and other terms of service, audit, financial, pricing,
security reports, and other proprietary technology, and (iii) for both of us,
information that is marked or otherwise conspicuously designated as confidential.
Information that is developed by one of us on our own, without reference to
the other's Confidential Information, or that becomes available to one of us
other than through violation of the Agreement or applicable law, shall not be
"Confidential Information" of the other party.
Promises We Do Not Make
We do not promise that the Services will be uninterrupted or error-free. You
acknowledge that there are risks inherent in Internet connectivity that could
result in the loss of your privacy, Confidential Information and property. We
disclaim any and all warranties not expressly stated in the Agreement including
the implied warranties of merchantability, fitness for a particular purpose,
and noninfringement. You are solely responsible for the suitability of the service
chosen.
Unauthorized Access To Your Data Or Use Of The Services
VOS is not responsible to you for unauthorized access to your data or the unauthorized
use of the Services unless the unauthorized access or use results from VOS'
failure to meet its security obligations stated in the Agreement. You are responsible
for the use of the Services by any employee of yours, any person to whom you
have given access to the Services, and any person who gains access to your data
or the Services because of your failure to use reasonable security precautions,
even if such use was not authorized by you.
Terms
The initial term begins on the Effective Date of the Custom Service Agreement
(Agreement) and will continue in force for the period contracted, unless earlier
terminated as provided herein. Upon expiration of the initial term, we may offer
you the option of renewing the Agreement for one or more additional terms having
a fixed number of months. If you do not renew the Agreement for a fixed term,
it will automatically renew for successive extended terms of one month each
unless and until one of us provides the other with thirty (30) days advance
written notice of non-renewal.
Termination
Notwithstanding the above, this Agreement will automatically terminate if for
any reason(s) VOS ceases to have the rights to distribute services. This Agreement
will not be construed to limit VOS?s actions or remedies in any way with respect
to any of the foregoing activities. VOS reserves the right to take any and all
additional actions it may deem appropriate with respect to Customers who violate
the terms and conditions of this Agreement, including, without limitation, taking
action to recover the costs and expenses of identifying offenders and excluding
them from the services, and levying cancellation charges to cover VOS?s expenses
in the event of disconnection of dedicated access for the causes outlined above.
Inappropriate actions
Actions that VOS considers inappropriate and grounds for restriction of access
to or removal of offending material or termination of Services include, but
are not limited to, the following: Using the Services to sell any products or
services that are unlawful in the location at which the content is posted or
received or the products or services delivered; Using the Services to post any
content that is obscene, pornographic, harassing, or otherwise objectionable.
Proprietary Software
You may not reverse engineer, decompile or disassemble any software, applications,
programs, systems or platforms we provide for your use except and to the extent
expressed on original or amended written agreement.
Payment Obligation
Customer will pay fees to VOS in accordance with the signed agreement prior
to accessing our Services. These prices are valid for this agreement only. Services
of Agreement will commence upon payment receipt.
Payment of Invoices
All invoices will contain payment information and net due date. Payments not
made within the specified period will be subject to late charges equal to the
maximum amount permitted under applicable law.
Taxes
In addition to any other payments due under this Agreement, Customer, and any
contracted third party of Customer, will pay, indemnify, and hold VOS harmless
from any sales, use, excise, import or export, value-added or similar tax or
duty.
Limitation of Liability
VOS is not liable to Customer or any third party for any incidental or consequential
damages (including, without limitation to, indirect, special, punitive, or exemplary
damages for loss of business, loss of profits, loss of goodwill or business
reputation, business interruption, loss of data, or loss of business information)
arising out of or connected in any way with this agreement or services rendered,
or for any claim by any third party, even if VOS has been advised of the possibility
of these damages.
Counterparts
This Agreement may be executed simultaneously in two or more counterparts, each
of which will be deemed an original, but all of which together will constitute
the same Agreement.
Arbitration
Any controversy or claim arising out of or relating to this Agreement, including,
without limitation, the interpretation or breach thereof, will be submitted
to a panel of three (3) arbitrators, in accordance with the Commercial Arbitration
Rules of the American Arbitration Association. This panel will include only
those persons with experience in the areas relevant to the dispute. The arbitrators
must issue their resolution of any dispute within 30 days of the date the dispute
is submitted for arbitration. The written decision of the arbitrators will be
final, binding, and enforceable in any court having jurisdiction over the parties
and the subject matter of the arbitration. Notwithstanding the foregoing, this
Section does not preclude either party from seeking temporary or injunctive
relief from any court.
