Terms of Use

Effective Date: May 16, 2017.

 

 

1. Terms

Vitralogy, LLC (“Vitralogy,” “us,” “we,” or “our”) maintains this website, mobile application, and our cloud based platform (collectively, “Platform”) for our users subject to these Terms of Use. By accessing our Platform, you, or if you represent an entity or other organization, that entity or organization (in either case “you” or “your”) agree to be bound by these Terms of Use and all applicable laws and regulations. Vitralogy offers users the ability to access information, data, and other content (“Content”) through the Platform. If you do not agree with any of these Terms of Use, you are prohibited from using or accessing this Platform. The Content contained in this Platform is protected by applicable intellectual property law.

Please read these Terms of Use carefully, as they may have changed since your last visit. We reserve the right to change these Terms of Use from time to time for any reason by posting the updated Terms of Use to our Platform; provided that any such changes shall only apply to your use of the Platform after the date of such change, unless you expressly accept retroactive application of such changes, via a click-through or signed agreement or otherwise. Users who access our Platform are subject to these Terms of Use and the Privacy Policy available on the Platform.

Any additional agreement is in addition to these Terms of Use and will govern your use of the Platform to which the additional agreement applies in the event of a conflict between the terms of these Terms of Use and the additional agreement.

 

2. Vitralogy Content

Subject to your compliance with these Terms of Use, Vitralogy will permit you to access and use the Platform and Content solely for lawful purposes and only in accordance with these Terms of Use and any other agreement you agree to with Vitralogy before being given access to any specific aspects of the Platform. Unless otherwise noted on the Platform or herein, all Content available through the Platform, including all text, audio, video, photographs, illustrations, graphics, testimonials, and other media, is owned by Vitralogy, or Vitralogy’s other third party providers. You represent and warrant that you will comply with the Privacy Policy as to all Content available through the Platform. All Content is provided for informational purposes only and you are solely responsible for verifying the accuracy, completeness, and applicability of all Content and for your use of any Content. Vitralogy has not verified the accuracy of, and will not be responsible for any errors or omissions in any Content. Vitralogy makes no guarantees regarding the accuracy, currency, suitability, or quality of any Content. Except as set forth in these Terms of Use, you are granted no licenses or other rights in or to any Content, or any IPR (as defined below) therein or related thereto. If you would like to use any Content in a manner not permitted by these Terms of Use, please contact Vitralogy.

 

3. Provided Content

You may be provided with the ability to provide or upload Content, including, without limitation, text, files, articles, posts, images, graphics, animation, artwork, illustrations, information, data, audio, video, photographs, and other content, to the Platform (such Content is “Provided Content”). You agree to abide by all standards and policies for Provided Content established by Vitralogy and in all cases not to provide or upload any Provided Content that is illegal (or advocates illegal activity), libelous, defamatory, obscene, abusive, pornographic, threatening, false, misleading, inaccurate, an invasion of privacy, or a violation, infringement or misappropriation of the IPR or other rights of any third party. Vitralogy reserves the right not to accept any Provided Content for review under the Services. You represent and warrant to Vitralogy that you own all IPR in and to all Provided Content, including, without limitation, all intellectual property and other proprietary rights in and relating to the Provided Content.

You agree and hereby grant to Vitralogy and other users a nonexclusive, royalty-free, perpetual and irrevocable right to use, copy, store, reproduce, modify, display, adapt, translate, create derivative works from, distribute, sublicense, and display all Provided Content throughout the world in any form, format, media, software, or technology of any kind for promotional or non-promotional purposes. In addition, you waive all moral rights in all Provided Content (or warrant that all moral rights applicable to such Provided Content have been waived). You agree to do all acts and sign all documents as may be reasonably required for Vitralogy to perfect or exercise its rights in or to the Provided Content.

 

4. Platform Technology

The Platform, and the databases, software, hardware and other technology used by or on behalf of Vitralogy to operate the Platform, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of Vitralogy. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Terms and Use; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance, or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology.

 

5. Registration

In order to access the Platform, you will have to create an account. You must submit a valid email address and select a password during the registration process. By electing to use the Platform, you agree to provide true, accurate, current, and complete information about yourself as prompted by any registration form for the Platform, and you agree to maintain and promptly update any registration data to keep it true, accurate, current, and complete. If you provide any information that is untrue, inaccurate, not current, or incomplete, or Vitralogy has any reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, Vitralogy may suspend or terminate your account and refuse to offer you any and all current or future use of the Platform. By creating an account for the Platform, you also agree to the following:

i. The account must be specific to you – accounts may not be shared with other users.

ii. You understand that sharing account information or allowing others to access your account could result in removal of your account.

iii. You will notify Vitralogy of any unauthorized use of your password or account or any other breach of security as soon as you become aware of such use or breach.

iv. You are solely responsible for any and all use of your account by any third party.

 

6. Intellectual Property

Vitralogy retains all right, title, and interest, including, without limitation, all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights (“IPR”), in and to the Content, Technology and any additions, improvements, updates, and modifications thereto. You receive no ownership interest in or to the Content or Technology and you are not granted any right or license to use the Content or Technology itself, apart from your ability to access the Platform, and Content under these Terms of Use. The Vitralogy name,

logo, and all product and service names associated with the Platform and Content are trademarks of Vitralogy and its licensors and third party providers and you are granted no right or license to use them.

 

7. Disclaimer

THE CONTENT ON THE PLATFORM PROVIDED BY VITRALOGY IS PROVIDED “AS IS.” VITRALOGY MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, AND HEREBY DISCLAIMS AND NEGATES ALL OTHER WARRANTIES, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY OR OTHER VIOLATION OF RIGHTS. FURTHER, VITRALOGY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS CONCERNING THE ACCURACY, LIKELY RESULTS, OR RELIABILITY OF THE USE OF THE TECHNOLOGY OR CONTENT OR OTHERWISE RELATING TO THE TECHNOLOGY OR CONTENT OR ON ANY SITES LINKED TO THIS PLATFORM. VITRALOGY DOES NOT WARRANT THAT (A) THE FUNCTIONS OR SERVICES (INCLUDING BUT NOT LIMITED TO MECHANISMS FOR THE DOWNLOADING OF CONTENT) PROVIDED BY THIS PLATFORM WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS OR THAT (B) THE TECHNOLOGY IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE PLATFORM IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN SITUATIONS WHERE FAILURE COULD LEAD TO SIGNIFICANT BODILY HARM OR DEATH, IN HAZARDOUS ENVIRONMENTS, OR IN ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS.

 

8. Limitations of Liability

IN NO EVENT SHALL VITRALOGY OR ITS SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA OR PROFIT, OR DUE TO BUSINESS INTERRUPTION) ARISING OUT OF THE USE OR INABILITY TO USE THE CONTENT OR ACCESS THE PLATFORM, EVEN IF VITRALOGY OR A VITRALOGY AUTHORIZED REPRESENTATIVE HAS BEEN NOTIFIED ORALLY OR IN WRITING OF THE POSSIBILITY OF SUCH DAMAGE. VITRALOGY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS OF USE AND ALL CONTENT PROVIDED UNDER THESE TERMS OF USE OR THROUGH THE PLATFORM, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $100. BECAUSE SOME JURISDICTIONS DO NOT PERMIT CERTAIN LIMITATIONS OR DISCLAIMERS OF LIABILITY, THESE LIMITATIONS MAY NOT APPLY TO YOU.

 

9. Revisions

The Content appearing on the Platform could include technical, typographical, photographic errors, or other inadvertent errors or inaccuracies. We reserve the right, but without obligation, to make changes to document names and materials or to otherwise update or revise the Platform from time to time, though we are not obligated to do so. Vitralogy does not warrant that any of the Content on this Platform is accurate, complete, or current.

 

10. Links to Third Party Sites

Vitralogy has not reviewed all of the sites linked to this Platform and is not responsible for the content of any such linked site. The inclusion of any link on our Platform does not imply endorsement by Vitralogy of the third party Platform or any products or services available through such third party Platform. Use of any such linked Platforms is at your own risk.

 

11. Indemnification

By accessing or using the Platform or any Content available through this Platform, you agree to indemnify, hold harmless, and defend Vitralogy from any claims, damages, losses, liabilities, and all costs and expenses of defense, including but not limited to, attorneys’ fees, resulting directly or indirectly from a claim by a third party that arises in connection with (i) your use of the Platform or any Content available through this Platform; or (ii) the Provided Content that you upload or provide to the Platform.

 

12. Governing Law; Disputes

The parties will attempt to resolve any claim or dispute related to these Terms of Use through good faith negotiations between a representative of each party that has the authority to settle such a dispute, taking into consideration the principles of fair dealing and reconciliation. If they are unable to resolve a claim or dispute through face-to-face negotiations, each party is free to pursue all rights and remedies at law and in equity. In the event a suit is filed in a court of competent jurisdiction, the prevailing party shall be reimbursed by the other party for all resulting losses, damages, costs and expenses, including without limitation, reasonable attorneys’ fees. Any claim relating to these Terms of Use shall be governed and interpreted in accordance with the laws of the State of New York without regard to its choice of law principles. All disputes arising from or relating to the Terms of Use shall be submitted exclusively to the jurisdiction of the state and federal courts located in New York, New York, and each party hereby irrevocably consents to the jurisdiction of such courts and waives all objections thereto.

 

13. Improvements; Feedback

Many of our customers are interested in submitting ideas, feedback and suggestions for products and services to be used at Vitralogy, either independently of, or in conjunction with, our internally developed concepts. Vitralogy appreciate our customers’ interest in improving the Content or Platform; however, please note that any such ideas or suggestions that you submit will become the property of Vitralogy, without compensation to you. You shall, and hereby do, assign to Vitralogy your entire right, title, and interest (including, without limitation, all patent rights, design rights, copyrights, and trade secrets) in: (i) any modifications or improvements to the Content (other than Provided Content) or Platform which you may propose or make at any time (“Improvements”) and (ii) any suggestions, comments and feedback you provide to Vitralogy regarding the Content or Platform, including but not limited to its usability, bug reports, and testing results (collectively, “Feedback”). Vitralogy may use and otherwise exploit the Feedback and Improvements as it wishes with no compensation to you. In the event that any of your rights with respect to any Improvement or Feedback are not fully assignable or otherwise transferable to Vitralogy for any reason whatsoever, you shall, and hereby do, grant to Vitralogy an exclusive (including with regard to you and your affiliates), irrevocable, perpetual, royalty-free, worldwide license in and to all of your rights with respect to such Improvement or Feedback and all intellectual property rights therein. You shall notify Vitralogy of any Improvement within a reasonable time after its development and provide Vitralogy with access to all information concerning such Improvement as Vitralogy shall reasonably request. Furthermore, Vitralogy has no obligation to keep any Improvements or Feedback confidential.

 

14. Miscellaneous

You may not assign or transfer these Terms of Use in whole or in part to any third party without the consent of Vitralogy. These Terms of Use shall bind and inure to the benefit of the parties to these Terms of Use and their respective successors, permitted transferees, and permitted assigns. Vitralogy and you are independent contractors and are not partners, joint ventures, agents, employees, or representatives of the other party. These Terms of Use contain the entire understanding of the parties with respect to the transactions and matters contemplated hereby, supersede all previous communications, understandings, and agreements (whether oral or written) other than any click-through or end user license agreement provided by Vitralogy, and cannot be amended except by a writing signed by both parties or by Vitralogy’s posting of an amended version of these Terms of Use on this Platform. The headings and captions used in these Terms of Use are used for convenience only and are not to be considered in construing or

interpreting these Terms of Use. If any part of these Terms of Use is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.

 

If you have any questions about these Terms of Use, please contact us at the following: