General terms and conditions of use
Welcome to Virb's Terms of Service. We've tried to keep things as clear as possible, but if you have any questions, please send us a message at help.virb.com.
Virb Inc ("Virb," "we," "our," "us," "Virb.com") is a website building service that offers groups or individuals a medium for publishing content owned and/or created by them. Virb is brought to you in partnership with (mt) Media Temple, Inc. For the purposes of this Agreement, "you," "your," "member," "user," "Virb user" and words of a correlative meaning shall refer to the user of Virb.com and its related user sites. Unless explicitly stated otherwise, your use of the products and services offered or provided by Virb, including the addition of new properties, shall be governed by this General Terms and Conditions Agreement (this "Agreement"). At our discretion, we may supplement this Agreement with posted rules and guidelines applicable to specific areas of Virb.com, and your use of the products and services offered or provided by Virb is further governed by said rules and guidelines and all other Virb policies. We may also offer or provide services from time to time that are governed by the terms and conditions of the respective service providers, and you agree to be further bound by any rules that are applicable to Virb with respect to the service providers.
- Definitions. For the purposes of this Agreement, the following is true:
- "Services" shall refer to any of the services offered through or provided by Virb. Such may include, but is not limited to, Virb Websites, Virb plugins, Virb software or apps, etc.
- "Virb Website" shall refer to any user created and managed website that is hosted on or otherwise displayed via our systems.
- "Virb Account" shall refer to the account you create in our systems when you register for our Services and is the means through which you access, manage, and control the Services you subscribe to.
- "Site Link" shall refer to the site address you choose during the registration process. A Site Link serves as the URL for a Virb Website.
- "Registration Data" may include, but is not limited to: name, email address, and other information required for account creation.
- "Merchant" shall refer to any Virb user who uses the Services to sell any goods, merchandise, or services.
- Acceptance. By using the Services, you agree, without limitation or qualification, to be bound by and to comply with this Agreement and any supplemental rules and guidelines we may post and/or that are applicable to Virb or any Product or Service we offer. All such rules and guidelines are hereby incorporated by reference into this Agreement.
- Conditions and Restrictions on Use. You can use the Products and Service for personal or commercial use. You must use the Services, however, in a way that does not violate this Agreement, any supplemental rules and guidelines we may post, the terms and conditions of the respective service partners, or any applicable local, state or federal laws and regulations. The Services may only be used for the intended purpose for which such Services are being made available. You acknowledge and agree that we may, at our sole discretion, terminate your access to Virb and/or to any of the Services for any reason or for no reason at all, without prior notice, or any notice. Some example scenarios that may warrant termination include, but are not limited to: (a) noncompliance with any term(s) of this Agreement and/or any supplemental rules and guidelines and/or applicable service partner terms and conditions, (b) conduct that we believe either directly or indirectly has the potential to be harmful to other users, to Virb, or its subsidiaries, affiliates, business contractors or to third parties and/or (c) conduct that violates any local, state, federal or other law.
- Mature Content. If you are under 18 years of age, you are not permitted to access any mature or adult content that may be located on or about Virb.com and/or the Services. In addition, there exist other areas of or about Virb.com (mostly commerce-related) that are also not open to persons under 18 years of age.
- General Audience Age Restrictions. If we learn that anyone under the age of 13 has accessed the Services, we will require verified parental consent in accordance with the Children's Online Privacy Protection Act of 1998 ("COPPA"). There are some areas of or about Virb.com, however, that may be off limits to children under 13 in all circumstances.
- Parental/Guardian Consent. In cases where you have authorized a minor to use the Services, you acknowledge and agree that you are fully responsible for: the online conduct of the minor, controlling the minor's access to and use of the Services and the consequences of any misuse by the minor.
- Registration and Privacy. Certain Services will require you to register and provide certain data as required by certain Virb registration forms ("Registration Data"). In registering and providing the Registration Data, you represent that: (a) the information you are providing about yourself is true, accurate, current and complete, (b) you will maintain and promptly update the Registration Data to keep it true, accurate, current and complete, (c) you are 13 years of age or older, (d) your use of the Services will not violate any applicable laws and (e) your membership is for your sole use and you will not authorize others to use your Virb Account nor your Virb Website. If we discover or have reason to suspect that you have provided us untrue, inaccurate, not current or incomplete Registration data, we reserve the right to suspend or terminate your Virb Account and refuse any and all current or future use of the Services.
- Communications with Users. You consent to receive electronic communications (email) from Virb concerning your use of the Services and/or Virb product and service offerings ("Communications"). The Communications may be those that Virb is required to send to you by law concerning the Services ("Required Communications"). The Communications may also be those that Virb sends to you for other reasons. Virb may provide these Communications to you by sending an email to the email address you provided in connection with your Virb Account and/or by posting the Communications on Virb. You also consent to receive Communications by telephone or by postal mail sent to the postal address you provided in connection with your Virb Account, though we are not obligated to use these mediums to send Communications to you. You may change the email or postal address on file for your Virb Account by visiting your account information page. For a period of 120 days from the date that Virb first provided a Required Communication to you via email, you may request a paper copy of such Required Communication by sending a request to Virb.com at 138 Mulberry Street Suite 3A1, New York, NY 10012, Attention: Customer Service (the "Customer Service Address"). Virb may charge a fee, determined at its sole discretion, for providing paper copies. You may, without payment of special fees, withdraw your consent to receive Required Communications via email by sending a notice to the Customer Service Address that identifies your full name, user name and postal mailing address. However, if you withdraw such consent, understand that Virb reserves the right to terminate your right to use the Services, including, without limitation, by terminating your Virb Account and/or any subscription services that you may have.
- Free Trial Offer. To provide you with an opportunity to try our Services, we offer a ten day free trial (the "Free Trial"). The terms of the Free Trial are as follows:
- The Free Trial is for ten days, starting from the date on which you registered for your Virb Account.
- You are only allowed to have ONE Free Trial per Virb Website.
- Once the Free Trial ends, unless you log in and provide your billing information and make a payment sufficient to cover the first month's fees ("Subscribe"), your Virb Website(s) and all access to it will immediately be disabled, during which time, visitors to your Virb Website(s) will see a message that stating that the Website is no longer available.
- If you do not Subscribe within 90 days following the end of the Free Trial, we will immediately release your Site Link(s) into the public pool of available Site Links for other users to choose from.
- Billing. When you Subscribe, you acknowledge, agree, and accept that:
- You are responsible for paying the monthly fee(s) associated with your Virb Account on the payment due date, for as long as the Virb Account is open, regardless of whether or not you are logging into the Virb Account or using the Services.
- We will automatically bill the credit/debit card on file for your Virb Account (the "payment method") for any and all monies owing on your Virb Account, for as long as the Virb Account is open, regardless of whether or not you are logging into the Virb Account or using the Services.
- When you enter or update the payment method, a temporary $1.00 transaction may appear as debited from the payment method. This temporary $1.00 transaction is a necessary authorization used to verify the payment method with your bank or financial institution and should disappear within 72 hours.
- If Virb is unable to collect payment from the payment method, for whatever reason, we reserve the right to continue to attempt to collect payment from the payment method until such time as payment collection is successful or the related Account is deleted.
- In no event shall Virb be held responsible or otherwise liable for any fee(s) assessed to you, or any other person or party, by any bank or financial institution as a result of any billing action related to your Virb Account and/or the Services.
- Any chargeback(s) we receive with respect to any payment(s) collected from the payment method on your Virb Account will result in the immediate interruption and/or termination of your Virb Account and all associated Services.
- You are solely responsible for updating the payment method as changes become necessary.
- We reserve the right to change the price of any of the Services, at any time, with or without notice. In any case where notice is given, such notice will be sent to the email address on file for your Virb Account.
- We may discontinue any discount code at any time without prior notice. No discount code may be redeemed for cash or transferred. All discount codes are applicable for one-time use only.
- Monthly billing statements are posted to the billing history area of your Virb Account on the day any charge(s) occur. Monthly billing statements are also emailed to the email address on file for your Virb Account on the day any charge(s) occur.
- Refunds. Virb reserves the right to deliver refunds at our sole discretion. When you Subscribe, you acknowledge, agree, and accept that:
- Payments made to Virb prior to an Account termination are nonrefundable.
- An Account terminated due to noncompliance with any Virb policies are not eligible for a refund on any of the Services.
- Refunds will not be given for the time remaining in a billing cycle that were unused.
- Termination. You may terminate your Virb Account at any time by logging into your Virb Account. Please note all of the following:
- Once you delete your Virb Account, all Content will be deleted. We accept no liability for lost content or information due to an account that was deleted by the user.
- Once you delete your Virb Account, any Site Link(s) associated with your Virb Account may immediately be released back into the public pool of Site Links and purchased or registered by another Virb user.
- Once you delete your Virb Account, you will immediately lose all access and ability to the Services associated with the Virb Account.
- If desired, you have the option of deleting a single Virb Website, instead of your entire Virb Account. Once you delete a Virb Website, you will immediately lose all access to the Virb Website and the Site Link for that Virb Website will immediately be released back into the public pool of available Site Links and may be purchased or registered by another Virb user.
- You may not access nor may you attempt to access the Virb Account and/or the Services after any deletion.
- Inactivity. At our discretion, we may suspend or terminate any Virb Account and/or any Product or Service on a Virb Account because of user inactivity. At our discretion, we may also delete materials stored for any period of user inactivity. "User inactivity" varies and is solely determined by Virb. If your account is suspended or terminated by us for user inactivity, your ability to use the Virb Account and/or the Services immediately ceases.
- User Conduct. You acknowledge and agree that all information, code, data, text, software, music, sound, photographs, pictures, graphics, video, chat, messages, files, products and/or any other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not Virb, are entirely responsible for all Content that you upload, post, email or otherwise transmit via the Services. Virb does not control the user or third party Content posted via the Services, and, as such, does not guarantee the accuracy, integrity, legality or quality of such user or third party Content. You acknowledge and agree that by using the Services, you may be exposed to Content that may be deemed offensive, indecent or objectionable. Under no circumstances shall Virb be held liable for any user or third party Content, including, but not limited to, any errors or omissions in any such Content, or for any loss or damage of any kind incurred as a result of the use of any such Content posted, emailed or otherwise transmitted via the Services. As a general matter, Virb does not pre-screen user or third party Content posted on or otherwise through our systems, although we reserve the right, without obligation, to do so.
- Prohibited Conduct. In the interest of maintaining a functional environment for Virb users, certain activities are prohibited. The following represents a PARTIAL listing of the activities that are prohibited when using any of the Services. The prohibited activities include, but is not limited to this partial listing. When using the Services YOU AGREE NOT TO:
- Upload, disseminate, distribute, transmit, engage in, link to or otherwise display Content that is unlawful, harmful, threatening, abusive, harassing, defamatory, obscene, hateful, that exploits the images of children under 18 years of age, discloses personally identifying information belonging to children under 18 years of age, or that is otherwise objectionable.
- Create or maintain a Virb Website that contains hyperlinks to content that is prohibited by Virb.
- Use automated means, including spiders, robots, crawlers, or the like to download, extract or otherwise gather data from any Virb network or database.
- Upload, disseminate, distribute, transmit, link to or otherwise display Content that infringes on any patent, trademark, service mark, trade secret, copyright or other proprietary rights ("Intellectual Property Rights") of any party.
- Upload, disseminate, transmit, link to or otherwise display Content that contains software viruses, worms, trojan horses, time bombs or any other computer codes, files or programs designed to interrupt, destroy, impair or limit the functionality of any computer software, hardware, telecommunications equipment or other device or equipment.
- Employ misleading email addresses or falsify information in the header, footer, return path, or any part of any communication, including emails, transmitted through the Services.
- Modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link to, display or in any way exploit any Content from any Virb database, including, without limitation, by incorporating data from any Virb database into any email or "white-pages" products or services, whether browser-based, based on proprietary client-site applications, web-based, or otherwise.
- Access the Services after your account or access to it has been terminated.
- Account Access. To log in to your Virb Account, you will need to provide the email address and password ("login credentials") for your Virb Account. You are solely responsible for maintaining the security and confidentiality of the login credentials. We shall not be held liable, in any way, to you or any other person or party, if your Virb Account becomes hacked or otherwise access by an unauthorized person or party.
- If you forget the password to your Virb Account, you can request a password reset that will be sent to the email address we have on file for your Virb Account.
- If you forget or otherwise do not have access to the email address we have on file for your Virb Account, you may contact us at Help.Virb.com to request that we manually reset your login credentials. Before we are able to manually reset your login credentials, however, you will be asked to confirm certain details about your Virb Account; if your response(s) do not match the information we have on record for your Virb Account, we will be unable to provide access to the Account.
- Websites. When you register for our Services, you must designate a "Site Link" which will serve as your Virb Website address where you can publish your Content. You are solely responsible for all Content published, disseminated or otherwise displayed through your Virb Website and Virb Account. At our sole discretion, we may limit or otherwise restrict the amount of bandwidth, disk space or storage space available to your Virb Account and/or Virb Website. We strongly encourage you to, and you are solely responsible for, maintaining backups of any Content you publish to your Virb Website and/or store on your Virb Account.
- Virb Player Software. The Virb Audio Player and any software contained therein (collectively, the "Virb Player Software") are made available to you free of charge subject to the terms of this license. You may load the Virb Player Software into the temporary storage of your computer each time you use it for the sole purpose of engaging in that use, provided that you do so in accordance with this Agreement, and such use does not violate Virb's intellectual property rights. You agree not to attempt to, or assist another person to attempt to, circumvent, tamper with, modify, disassemble, decompile, reverse engineer, derive the source code of, or create derivative works from, the Virb Player Software, and you may not copy, distribute, publicly display, or publicly perform the Virb Player Software except as expressly authorized by this Agreement. You agree not to modify the Virb Player Software in any manner or form, or to use modified versions of the Virb Player Software, for any purposes. You may not use the Virb Player Software to engage in or allow others to engage in any illegal activity. You may not claim any sponsorship by, endorsement by, or affiliation with Virb, in any way. As with the other Services, the Virb Player Software is subject to all of the terms of this Agreement. Virb makes available through Virb certain music files solely for your personal use. All such music files are subject to copyright and/or other intellectual property protections afforded to the owners of such works. Please be advised that the unauthorized reproduction, distribution, public display, public performance, or creation of derivative works from such works is strictly prohibited.
- Information Provided by Users. Virb does not prescreen nor endorse any Content made available through the Services. The Content provided by users on or through the Services may contain inaccurate, inappropriate, incomplete, untruthful or offensive material and/or products or services for which Virb assumes no responsibility or liability. You acknowledge and bear all risk associated with the use of any Content made accessible through the Services, including any reliance on the accuracy, completeness, or usefulness of such Content.
- Third Party Sales. Virb is not in partnership, in any joint venture, employer-employee, or franchisor-franchisee relationship with any Merchant accessible through Virb and/or the Services, and we do not endorse nor are we able to control or enforce any Content such Merchant may display or otherwise make available via the Services. Further, we will not get involved with any dispute arising between users of the Services, including visitors to the Merchant's Virb Website and the Merchants.
- Links. The ability to include links is provided only as a convenience, and the inclusion of any link by any Virb user does not imply any affiliation, endorsement, or adoption by Virb of the linked site or any of the information contained at the site.
- Limited License to Content Posted on Virb. Virb claims no ownership interest in any of the Content (including, without limitation, master recordings, artwork and photographs) posted by you on Virb, and the copyright to all such Content shall remain with its original owner. By posting Content on Virb, you warrant and represent that you own the Content posted by you or otherwise have the right to grant the license set forth in this section, and that such Content does not violate the rights of any third party. You agree to pay all royalties and fees owing to any person by reason of any Content you post on Virb. You hereby grant Virb a limited, non-exclusive, worldwide, royalty-free license to use, reproduce, modify (for example, re-sizing of photos and/or encoding of audio or video files), transmit, publicly display, publicly perform and distribute any Content posted by you on or through Virb. The license shall terminate at such time as you remove your Content from Virb.
- Content Moderation. At our discretion, without having any obligation to do so, we may reject, refuse to post, remove, or block access to any Content or materials made available through the Services, at any time, for any reason or no reason, with or without notice, and without liability.
- Submissions to Virb. We are always improving Virb and developing new features. Any information you send to Virb, including but not limited to ideas, remarks, suggestions, or prototypes ("Information"), shall immediately become the exclusive property of Virb, and we are entitled to to use the Information without restriction or compensation to the person or party who sent us the Information. Under no circumstances shall any disclosure of Information to Virb be subject to any obligation of confidentiality or expectation of compensation. By sending us Information, you are are waiving any and all rights that you may have in the Information and you are representing and warranting to Virb that the Information is wholly original with you, that no one else has any rights to the Information and that Virb is free to implement the Information and to use any related materials if and as it so desires, without obtaining any permission or license from any third party.
- Linking to Virb; Use of Logo. Virb offers you a non-assignable, non-transferable, and non-exclusive license to link to Virb web sites, using Virb logos, subject to the following provisions. Virb logos may be placed on a Website for the sole purpose of creating a link to Virb and allowing users of your site to access the Services on Virb. Virb logos may not be used for any other purpose, including, among other purposes, to suggest sponsorship by, or affiliation with, or endorsement by Virb. Virb logos may only be used in accordance with the Virb Trademark Usage Guidelines. Virb logos may not be used to disparage Virb, its products or services, or in a manner which, in our reasonable judgment, may diminish or otherwise damage our goodwill in Virb logos. By using any such Virb network logo, you acknowledge that Virb has exclusive rights to the logo, and that all good will generated through your use of the logo will inure to the benefit of Virb. If you use Virb logos, you must include appropriate attribution, for example: "Virb is a registered trademark of Virb." Virb reserves the right to revoke this license or to alter its terms from time to time, for any or no reason, with or without notice. Virb reserves the right to take action against any user that does not conform to these provisions.
- Intellectual Property of Virb and Others. Except as expressly provided, nothing within any of the Services shall be construed as conferring any license under any of Virb or any third party's intellectual property rights, whether by estoppel, implication, waiver, or otherwise. Without limiting the generality of the foregoing, you acknowledge and agree that certain Content available through and used to operate Virb and the Services is protected by copyright, trademark, patent, or other proprietary rights of Virb and its affiliates, licensors (including, without limitation, Artists), and service providers. Except as expressly provided to the contrary, you agree not to modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available by Virb in connection with the Services. You agree not to hold yourself out as in any way sponsored by, affiliated with, or endorsed by Virb, any of Virb's affiliates, or any of Virb's service providers. You agree not to use any of the trademarks or service marks or other Content accessible through Virb for any purpose other than the purpose for which such Content is made available to users by Virb.
- Copyright, Trademark, and Patent Notice. All marks that appear throughout the Services belong to Virb, the content owners featured on Virb, or the respective owners of such marks, and are protected by U.S. and international copyright, patent, and trademark laws. Any use of any of the marks appearing throughout the Services without the express written consent of Virb or the owner of the mark, as appropriate, is strictly prohibited.
- Intellectual Property Infringement Claims. It is our policy to respond expeditiously to claims of intellectual property infringement. Virb will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying with federal copyright, trademark and/or patent law, Virb will promptly remove or disable access to the material, link and/or activity claimed to be infringing and/or suspend or terminate the alleged infringer. Virb will terminate access for users who are repeat infringers. Notices of claimed infringement should be directed to:
138 Mulberry Street Suite 3A1
New York, NY 10013
- Digital Millennium Copyright Act (DMCA) Notices. Notices of claimed infringement should be directed to:
138 Mulberry Street Suite 3A1
New York, NY 10013
- Export Controls. Certain software, and related documentation or technical information available through Virb is subject to applicable laws and regulations of the United States pertaining to export controls. By using such software or related documentation or technical information, you represent and warrant that you are not located in, or under the control of, or a national or resident of any embargoed country or any country on the U.S. Department of Commerce's Table of Denial Orders. You agree not to export or re-export such software or related documentation or technical information directly or indirectly to any countries that are subject to United States export restrictions.
- Violations of this Agreement. If you violate this Agreement, any supplemental rules and guidelines, any of the terms and conditions of the respective service providers, or any rights of Virb, its affiliates, business contractors, or service providers, we and any other harmed party reserve the right to pursue any and all legal and equitable remedies against you, including, without limitation, terminating any and all user accounts on any and all of the Virb websites. If you are aware of any violations of this Agreement, please report them to:
Virb Abuse Manager
138 Mulberry Street, Suite 3A1
New York, NY 10013
- Disclaimers of Warranties. THE Services ARE PROVIDED "AS IS", WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, Virb DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE Services. TO THE FULLEST EXTENT PERMITTED BY LAW, Virb DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE Services OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE Services, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH THE Services OR THROUGH ANY LINKS PROVIDED IN THE Services. Virb SIMILARLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE Services. YOU EXPRESSLY UNDERSTAND AND AGREE THAT Virb DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF INFORMATION OR MATERIAL IN THE Services. Virb DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL. Virb DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THE Services, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. Virb MAKES NO WARRANTY REGARDING THE RELIABILITY OR ACCESSIBILITY OF MEMBER WEB PAGES OR ANY STORAGE FACILITIES OFFERED BY Virb. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE Services IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL.
- Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL Virb OR ITS LICENSORS BE LIABLE TO ANY USER ON ACCOUNT OF THAT USER'S USE OR MISUSE OF AND/OR RELIANCE ON THE Services. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF Virb OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE Services, FROM INABILITY TO USE THE Services, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE Services (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE Services OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE Services, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE Services OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE Services. SUCH LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE Services OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO Virb. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. SUCH LIMITATION OF LIABILITY SHALL ALSO APPLY TO ANY DAMAGE CAUSED BY LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF Websites OR OTHER CONTENT STORED THROUGHOUT Virb. UNDER NO CIRCUMSTANCES SHALL Virb OR ITS LICENSORS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT, OR AIR CONDITIONING.
- Limitations of Actions. You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, or relating to, your use of Virb or the Services must be filed within one (1) year after such claim or cause of action arises, or forever be barred.
- Indemnity. By using the Services, you agree to indemnify Virb, and their officers, employees, and licensors, and hold them harmless from and against any and all claims and expenses, including attorney's fees, arising from your use of the Services, your use of the Services, or your submission of ideas and/or related materials to Virb or from any person's use of any account or password you maintain with Virb, regardless of whether such use is authorized by you. By using Virb, using the Services, or submitting any ideas and/or related materials to Virb, you are hereby agreeing to release Virb and its parents, subsidiaries, affiliates, officers, employees, and licensors from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you may have against them arising out of or in any way related to such disputes and/or to the Services or to any disputes regarding use of ideas and/or related materials submitted to Virb. YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT THE EFFICACY OF SUCH RELEASES. FOR EXAMPLE, YOU SPECIFICALLY AGREE TO WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IS KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
- Arbitration, Governing Law and Forum for Disputes. Unless expressly stated to the contrary elsewhere within the Services, all legal issues arising from or related to the use of the Services shall be construed in accordance with, and all questions with respect thereto shall be determined by, the laws of the Commonwealth of California applicable to contracts entered into and wholly to be performed within said state. Any controversy or claim arising out of or relating to this Agreement or any user's use of the Services shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Los Angeles, California, and judgment on the arbitration award may be entered into in any state or federal court in California having jurisdiction thereof. Any party seeking temporary or preliminary injunctive relief may do so in any state or federal court in California having jurisdiction thereof. Except as set forth above, the state and federal courts of California shall be the exclusive forum and venue to resolve disputes arising out of or relating to these Terms and Conditions or any user's use of the Services. By using the Services and thereby agreeing to this Agreement and all supplemental rules and guidelines and/or terms and conditions of the respective service providers, you consent to personal jurisdiction and venue in the state and federal courts in California with respect to all such disputes.
- Force Mejuer. Virb shall not be liable to you or any other person, firm or entity for any failure of performance under this Agreement if such failure is due to any cause or causes including, but not limited to strikes, riots, vandalism, fires, inclement weather, third-party provider outages, cable cuts, power crisis shortages, acts of terrorism, and or uncontrollable acts of God, or other similar occurrences; any law, order, regulation, direction, action or request of the United States government or of any other government (including state and local governmental agency, department, commission, court, bureau, corporation or other instrumentality of any one or more of said governments) or of any civil or military authority; national emergencies, insurrections, riots, wars; or strikes, lockouts, or work stoppages, or other labor difficulties; failures, shortages, breaches or delays.
- Amendments to this Agreement. We reserve the right to amend or otherwise modify this Agreement at any time, for any or no reason, without prior notice. Notification of any amendments to this Agreement will considered given and effective on the date that such amendments are posted to this URL. You are responsible for periodically reviewing this Agreement so that you will be appraised of any changes to its terms and provisions.
- Changes in Services. We reserve the right to modify or entirely cease offering and /or providing the Services, at any time, for any reason or no reason at all, with or without notice.
- Third Party Vendors. Some of the Services are offered and/or provided to you through third parties that we contract with.
- No Resale, Assignment or Sub-licensing. You agree not to resell, assign, sub-license or otherwise transfer, or delegate your rights or obligations under this Agreement without prior express written authorization from us. Without in any way limiting the prohibition on your resale, assignment, sub-licensing, or other transfer of rights or obligations, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.
- Relationship of the Parties. You acknowledge and agree that you and Virb are independent contractors under this Agreement, and nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party pursuant to this Agreement has authority to enter into agreements of any kind on behalf of the other and neither party shall be considered the agent of the other.
- Severability. Virb's failure to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of this Agreement to be invalid, the parties agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and agree that all other provisions of this Agreement remain in full force and effect.
- Termination and Survival. This Agreement shall remain in full force and effect for as long as your Virb account remains open, regardless of whether or not you are logging into the Virb account or using the Services, unless specifically terminated by Virb. Any and all provisions in this Agreement which impose obligations continuing in their nature shall survive termination or otherwise continue to remain in full force and effect even after termination of this Agreement.
- Headings of No Force or Effect. The headings within this Agreement have no effect on the meaning of any provision of this Agreement.
- Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter contained herein and supersedes any other agreements, proposals and communications, written or oral, between Virb and you. To the extent that any other applicable and governing terms and conditions conflict with this Agreement, those other provisions shall control for the conflicting provision only.
Last updated October 1, 2012