1. USE OF THE SERVICES.You may access and use the Services solely for lawful purposes and only in accordance with the terms of this Agreement. Vuevent reserves the right at any time and in its sole discretion to modify, suspend, or discontinue the Services with or without notice.
2. REGISTRATION.The Services may include a process by which You may apply to become a registered user (a “Registered User”) of certain portions of the Services. If the Services has such a registration process, Your access to the Services will be limited to the public areas of the Services until You apply for and are approved as a Registered User of the Services. Your approval as a Registered User is at the sole discretion of Vuevent. In connection with Your application to become a Registered User, You will be asked to submit certain information about Yourself (“Registration Information”). If Your application to become a Registered User is approved, You will be asked to create an account to access areas of the Services available to Registered Users (an “Account”). You agree to keep Your Account information (including Your password) confidential. You agree to notify Vuevent immediately of any actual or suspected unauthorized use of your Account. Your Account is solely for Your personal and non- commercial use. You may not sublicense, distribute, sell, lease, rent, loan, or otherwise transfer Your Account or the right to access Your Account to any third party. You are solely responsible for all activities that occur through Your Account. Vuevent will not be responsible for any loss to You caused by your failure to comply with these obligations. You represent and warrant that: (a) all Registration Information You have provided is true, accurate, current, and complete; and (b) You will maintain and promptly update the Registration Information to keep it true, accurate, current, and complete. As part of the registration process, you may be permitted to create a user ID for use in identifying your Account (a “User ID”). You may not: (i) select or use a User ID of another person with the intent to impersonate that person; (ii) use a User ID in which another person has rights without such person’s authorization; or (iii) use a User ID that Vuevent, in its sole discretion, deems offensive. Failure to comply with the foregoing shall constitute a breach of this Agreement, which may result in immediate termination of Your Account.
3. TERM AND TERMINATION.This Agreement will be effective on the date You first use the Services and will continue until terminated. Vuevent may terminate this Agreement immediately, for any reason or no reason, with or without notice to You. You may terminate this Agreement upon written notice to Vuevent, such termination effective 10 business days following acknowledgment of receipt of such notice by Vuevent. Vuevent may also suspend your use of the Services and direct You to cease using the Services with or without notice to You and with or without cause. Upon any termination of this Agreement, all rights granted to You under this Agreement will cease; if You are a Registered User, your Account will be closed, and You must promptly discontinue all access to any part of the Services and the use of any Content downloaded or otherwise obtained from the Services.
4. Content.The text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content available on the Services or provided from or through the Services (collectively, “Services Content”) are protected by the Intellectual Property Rights of Vuevent and its partners, affiliates, and licensors (“Affiliates”). Unless otherwise noted on the Services, as between You, Vuevent and its Affiliates, all Services Content is owned by Vuevent and its Affiliates. Your access to and use of any Services Content is also subject to any other license or other agreement separate from this Agreement that You may enter into (or may have entered into) with Vuevent or its Affiliates accompanying the Services Content or otherwise on the Services relating to that Services Content (each such license or other agreement, a “Content Agreement”). Except as expressly set forth in this Agreement or any Content Agreement, You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to the Services or Services Content, or any intellectual property rights therein or related thereto, and You may not modify, reproduce, perform, display, create derivative works from, republish, post, transmit, participate in the transfer or sale of, distribute, or in any way exploit any portion of the Services or Services Content without the prior written permission of Vuevent.
5. Marks.Unless otherwise labeled, all trademarks, tradenames, service marks, logos, banners, and page headers displayed on the Services (collectively, the "Marks") are the property of Vuevent and its Affiliates. Except as expressly set forth in this Agreement, You may not display, link to, or otherwise use the Marks without the prior written permission of Vuevent.
6. Postings and Uploads.The Services may include forums, bulletin boards, chat rooms, or other opportunities through which You may provide or upload Services Content to the Services (“Provided Content”). You agree not to upload or provide any such Content that is: (1) libelous, defamatory, obscene, abusive, pornographic, threatening, or an invasion of privacy; (2) an infringement or misappropriation of the Intellectual Property Rights of any third party; (3) illegal in any way or that advocates illegal activity; or (4) an advertisement or solicitation of funds, goods, or services. You represent and warrant to Vuevent that You own all right, title, and interest in and to any Provided Content that You provide or upload to the Services, or that You have sufficient rights to grant Vuevent the rights discussed in this Agreement. You will indemnify, defend, and hold harmless Vuevent and its Affiliates from any and all third-party claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees and court costs) that result from a breach or alleged breach of any representation or warranty set forth in this Agreement. By providing or uploading any Provided Content to the Services, unless otherwise stated in a separate agreement entered into by You and Vuevent in connection with Your upload of any Provided Content, You grant Vuevent a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, copy, store, reproduce, modify, display, adapt, publish, translate, create derivative works from, distribute, and display such Provided Content throughout the world in any form. In addition, you waive all moral rights in the Provided Content or warrant that all moral rights applicable to such content have been waived. You also grant Vuevent the right to use Your name in connection with the reproduction or distribution of such material.
7. CONDUCT.You will not and will not permit any third party to use Your Account to (1) use the Services to harvest or collect e-mail addresses or other contact information of other users from the Services by electronic or other means for the purposes of sending unsolicited e-mails or other unsolicited communications; (2) use the Services in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Services; (3) use automated scripts to collect information from or otherwise interact with the Services; (4) use the Services to intimidate or harass any other people or entities; (5) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or method of operation of the Services; (6) remove, bypass or circumvent any electronic protection measures on the Services; (7) remove, alter, or obscure any copyright or other proprietary rights notices included on the Services; or (8) upload to the Services or provide to Vuevent any code or device capable of or intended to interrupt, harm or damage the Services or the operation of the Services.
8. Claims of Infringement.Vuevent respects the copyrights and other intellectual property rights of users of the Services and other third parties. If You believe in good faith that Your copyrighted work has been reproduced on the Services without authorization in a way that constitutes copyright infringement, You may notify our designated copyright agent by mail to: Vuevent Inc. Attn: Copyright Infringement Agent 3000 S IH-35 Frontage Rd STE 410 Austin, TX 78704 USA Please provide the following information to Vuevent’s Copyright Infringement Agent: the identity of the infringed work, and of the allegedly infringing work; Your name, address, daytime phone number, and e mail address, if available; a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the owner, his or her agent, or the law; a statement of the accuracy of the notice and, under penalty of perjury, that You are authorized to act on behalf of the owner; and Your electronic or physical signature.
9. Representations And Warranties.You hereby represent, warrant, and covenant for the benefit of Vuevent that: (1) You have the legal right and authority to enter into this Agreement, and, if You are accepting this Agreement on behalf of a company or other entity, to bind the company or other entity to the terms of this Agreement; (2) You have the legal right and authority to perform Your obligations under this Agreement and to grant the rights and licenses described in this Agreement and in any applicable additional agreement You enter into in connection with any of the Services; and (3) all information You provide to Vuevent in connection with this Agreement and Your access to the Services and use of the Services is correct and current.
10. Disclaimer.THE WEBSITE AND ALL ACCESS TO YOUR ACCOUNT AND THE SERVICES PROVIDED THROUGH THE WEBSITE ARE PROVIDED BY VUEVENT "AS IS" and “AS AVAILABLE” WITH NO WARRANTIES WHATSOEVER. NEITHER VUEVENT NOR ITS AFFILIATES REPRESENT OR ENDORSE THE ACCURACY OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, OR OTHER INFORMATION DISPLAYED, DOWNLOADED FROM, OR DISTRIBUTED THROUGH THE SERVICES. You understand that by using the Services, you may be exposed to content that YOU MAY FIND offensive, indecent or objectionable. Under no circumstances will VUEVENT be liable in any way for any SOFTWARE OR content provided THROUGH the Services. YOU AGREE THAT YOUR ACCESS TO THE SERVICES IS AT YOUR OWN RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY LIABILITY OR DAMAGE YOU INCUR THROUGH ACCESS TO THE SERVICES. EXCEPT WHERE THE LAWS AND REGULATIONS OF A PARTICULAR JURISDICTION CONCERNING WARRANTIES CANNOT BE WAIVED OR EXCLUDED BY AGREEMENT, VUEVENT EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. YOU RECOGNIZE THAT THE CURRENT STATE OF TECHNOLOGY DOES NOT ALLOW FOR ERROR-FREE ACCESS TO THE SERVICES AND INTERRUPTIONS, CRASHES, AND DOWNTIME BEYOND VUEVENT’S CONTROL MAY OCCUR FROM TIME TO TIME.
11. Limitation of Liability.IN NO EVENT WILL VUEVENT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, IN CONNECTION WITH YOUR ACCESS TO OR USE OF (OR YOUR FAILURE TO GAIN ACCESS TO OR USE OF) THE SERVICES, YOUR ACCOUNT, OR ANY OF THE SERVICES, SOFTWARE OR CONTENT PROVIDED THROUGH THE SERVICES, EVEN IF VUEVENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Vuevent’s total aggregate liability for any damages arising out of or related to this Agreement will not exceed $50.
12. Indemnification.You hereby indemnify, defend, and hold harmless Vuevent and its Affiliates, employees, agents, contractors, assigns, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys' fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising from Your accessing or using the Services (or any Content, Services or Software available through the Services), or Your breach of any term of this Agreement. Vuevent will provide You with notice of any such claim or allegation, and Vuevent will have the right to participate in the defense of any such claim at its expense.
14. General Terms.A. Assignment. You may not assign, delegate or transfer this Agreement or any of Your rights hereunder by operation of law or otherwise, and any attempt to do so will be null and void.
B. Integration. This Agreement sets forth the entire understanding of the parties and supersedes any and all prior oral and written agreements or understandings between the parties regarding the subject matter of this Agreement. This Agreement may not be modified except upon mutual written agreement of both parties. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.
C. Severability. If for any reason any provision of this Agreement shall be held invalid or unenforceable in whole or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability, without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
D. Jurisdiction and Venue. This Agreement will be governed by the laws of the State of Colorado, without giving effect to any conflict of laws principles. You hereby irrevocably and unconditionally consent to the jurisdiction and venue in the state and federal courts sitting in Denver, CO (USA). In any such dispute, the prevailing party will be entitled to recover its reasonable attorneys’ fees and expenses from the other party.