Terms and Conditions
Vector0 User Terms of Service
Vector0 (“Vector0”) provides (1) the Vector0 website located at www.vector0.com and all associated Vector0 sites linked to such website (each a “Site”) and (2) services accessible through the Site for Users to use and access Vector0 services (“Services”).
These Terms of Service (“Terms” or “Agreement”) govern your access to, and use of, the Services. Please read these Terms carefully. They require the use of mandatory binding arbitration to resolve disputes rather than jury trials or group litigation. Please follow the instructions in the Dispute Resolution and Arbitration Section (Section 8) below if you wish to opt out of this provision. The term “you” and “User”, as used in these Terms, means any individual or legal entity that uses or accesses the Services. “Vector0 User”, as used in these Terms, means any person or legal entity who accesses or uses the Services. These Terms give you specific legal rights. In addition, you may also have other legal rights which vary from jurisdiction to jurisdiction. The disclaimers, exclusions, mandatory and binding arbitration, limitations of liability, indemnification, waiver of jury trial, waiver of class action and waiver of punitive damages under these Terms will not apply to the extent prohibited by applicable law. Some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of these Terms may not apply to you.
THESE TERMS ARE A LEGAL AGREEMENT. BY ACCEPTING THESE TERMS BY ACCESSING THE WEBSITE AND USING THE SERVICES, YOU ARE ACCEPTING AND AGREEING TO THESE TERMS ON BEHALF OF YOURSELF AND/OR THE ENTITY THAT YOU REPRESENT IN CONNECTION WITH THE ACCESS AND USE. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS ON BEHALF OF YOURSELF AND/OR THE ENTITY THAT YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO USE AND ACCESS THE SERVICES AND TO ENTER INTO THIS AGREEMENT. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS, YOU MUST DELETE YOUR ACCOUNT AND CEASE ACCESSING AND USING THE SERVICES.
AS DESCRIBED BELOW, SECTIONS 3, 4 AND 5 DESCRIBE IMPORTANT LIMITATIONS OF THE SERVICES. PLEASE READ THESE DISCLOSURES CAREFULLY, AS YOU ARE ACKNOWLEDGING THEM AND ACCEPTING THEM.
SECTION 8 “DISPUTE RESOLUTION AND ARBITRATION/CLASS ACTION WAIVER/JURY TRIAL WAIVER/WAIVER OF PUNITIVE DAMAGES” CONTAINS A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT AFFECT YOUR LEGAL RIGHTS. If you are a User in the European Economic Area (“EEA”), or any other country that does not allow such arbitration agreement, Section 12 does not apply to you.
1. Overview, Eligibility, Term and Termination
(a) Overview and Relation to Other Agreements. These Terms govern your use of the Services. Certain features of the Services may be subject to additional guidelines, terms or rules, which will be posted on the Services in connection with such features. All additional guidelines, terms or rules are incorporated by reference into these Terms and you are agreeing to accept and abide by them by using the Services.
(b) Eligibility. You may use the Services only if you have the legal capacity to form a binding contract with Vector0; you accept these Terms through a Site, or by accessing or using the Services; and only if you are in compliance with these Terms and all applicable local, state/provincial, national and international laws, rules and regulations. Only individuals aged 18 and older are permitted to create an Account.
(c) Term and Termination. These Terms will remain in full force and effect as long as you continue to access or use the Services, or until terminated in accordance with the provisions of these Terms. At any time, Vector0 may, at our sole discretion, (i) suspend or terminate your rights to access or use the Services, or (ii) terminate these Terms with respect to you if Vector0 in good faith believes that you have used or accessed the Services in violation of these Terms, including any incorporated guidelines, terms or rules.
(d) Effect of Termination. Upon termination of these Terms, your right to use the Services will automatically terminate. User agrees that Vector0 will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your access to our Services.
(a) Access and Use. Subject to these Terms, Vector0 grants you a non-transferable, non-exclusive right (without the right to sub-license) to access and use the Services by (i) using the Site, (ii) in good faith approving Vector0 Users regarding the access the Services and Site as explicitly permitted by these Terms (the “Permitted Purposes”). Any User’s use of the Services in violation of or contrary to the Permitted Purposes is subject to termination of User’s Access.
(b) Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (i) you agree not to license, sell, rent, lease, transfer, assign, distribute, host or otherwise commercially exploit the Services; (ii) you agree not to modify, make derivative works of, disassemble, reverse-compile or reverse-engineer any part of the Services; (iii) you agree not to access the Services in order to build a similar or competitive service or product; (iv) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (v) you agree not to upload, transmit or distribute any computer viruses, worms or any software intended to damage or alter a computer or communications network, computer, handheld mobile device, data, the Services, or any other system, device or property; (vi) you agree not to interfere with, disrupt or attempt to gain unauthorized access to the servers or networks connected to the Services or violate the regulations, policies or procedures of such networks; (vii) you agree not to access (or attempt to access) any of the Services by means other than through the interface that is provided by Vector0; and (viii) you agree not to remove, obscure or alter any proprietary rights notices (including copyrights and trademark notices) that may be contained in, or displayed in connection with, the Services. Any future release, update or other addition to functionality of the Services shall be subject to these Terms.
(d) Security. We endeavor to implement appropriate security measures. However, Vector0 cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.
(e) Modification. Vector0 reserves the right, at any time, to modify, suspend or discontinue the Services or any part thereof with or without notice to you at our sole discretion. You agree that Vector0 will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof.
(a) Intended Use of Services. The Services are intended to be accessed and used for non-time-critical purposes. While we aim for the Services to be highly reliable and available, they are not intended to be reliable or available 100% of the time. The Services are subject to sporadic interruptions and failures for a variety of reasons beyond Vector0’s control. You acknowledge these limitations and agree that Vector0 is not responsible for any damages allegedly caused by the failure or delay of the Services.
(b) Reliability of Services. You acknowledge that the Services are not error-free, 100% reliable, or 100% available. Proper functioning of the Services relies and is dependent on, among other things, the transmission of data through Wi-Fi networks, enabled wireless device (such as a phone or tablet) and broadband internet access, or cellular service, for which neither Vector0 nor any internet, wireless or data carrier is responsible, and may be interrupted, delayed, refused, or otherwise limited for a variety of reasons, including insufficient coverage, power outages, termination of service and access, environmental conditions, interference, non-payment of applicable fees and charges, system capacity, upgrades, repairs or relocations, and priority access by emergency responders in the event of a disaster or emergency (collectively, “Service Interruptions”). You understand that Service Interruptions may result in the Services being unreliable or unavailable for the duration of the Service Interruption.
(c) Service Interruptions. The Services may be suspended temporarily, without notice, for security reasons, systems failure, maintenance and repair, or other circumstances. Vector0 does not offer any specific uptime guarantee for the Services.
(d) Outages. In the event of any Service Interruptions to the Wi-Fi network or internet connection to which you are utilizing to use or access the Services, the Services may be unreliable or unavailable for the duration of the Service Interruption. Further, features and functionalities of the Services may be unavailable to you for the duration of the Service Interruption.
(h) You warrant, represent and agree that you will not contribute any Content or otherwise use the Services in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy or other rights of any third party; (ii) violates any law, statute, ordinance or regulation or is otherwise illegal; (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous or otherwise objectionable; (iv) impersonates any person or entity, including, without limitation, any employee or representative of Vector0; (v) contains a virus, Trojan Horse, worm, time bomb or other harmful computer code, file or program; (vi) attempts, in any manner, to obtain or access the password, account, devices, systems, or other security information from any other user or third party; (vii) violates the security of any computer network or cracks any passwords or security encryption codes; (viii) runs maillist, listserv or any form of auto-responder or “spam” on the Services or any processes that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure); (ix) decompiles, reverse-engineers or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services; or (x) denigrates or disrupts any network capacity or functionality.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY, DEFEND, RELEASE AND HOLD VECTOR0 AND ITS LICENSORS AND SUPPLIERS (COLLECTIVELY, THE “VECTOR0 PARTIES”) HARMLESS FROM AND AGAINST (I) ALL CLAIMS, ACTIONS, LAWSUITS AND ANY OTHER LEGAL ACTION BROUGHT BY ANY THIRD PARTY AGAINST ANY OF THE VECTOR0 PARTIES ARISING FROM OR RELATING TO (A) YOUR USE OF THE SERVICES; (B) YOUR VIOLATION OF THESE TERMS; OR (C) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF ANY THIRD-PARTY, INCLUDING BUT NOT LIMITED TO, INTELLECTUAL PROPERTY RIGHTS (COLLECTIVELY, “THIRD PARTY ACTIONS”); AND (I) ANY AND ALL RELATED LOSSES, DAMAGES, SETTLEMENTS AND JUDGEMENTS (INCLUDING PAYMENT OF THE VECTOR0 PARTIES’ ATTORNEYS’ FEES AND COSTS) INCURRED BY ANY OF THE VECTOR0 PARTIES, ASSESSED OR FOUND AGAINST ANY OF THE VECTOR0 PARTIES, OR MADE BY ANY OF THE VECTOR0 PARTIES, RELATING TO OR ARISING FROM ANY SUCH THIRD PARTY ACTION (“THIRD PARTY RELATED LOSSES”). YOU UNDERSTAND AND AGREE THAT YOUR INDEMNIFICATION OBLIGATION TO THE VECTOR0 PARTIES APPLIES EVEN IF SUCH THIRD-PARTY ACTION AND THIRD PARTY RELATED LOSSES ARISE FROM THE NEGLIGENCE OF ANY KIND OR DEGREE, BREACH OF CONTRACT OR WARRANTY, STRICT LIABILITY, NON-COMPLIANCE WITH APPLICABLE LAW, OR OTHER FAULT OR WRONGDOING OF ANY OF THE VECTOR0 PARTIES. HOWEVER, NOTHING CONTAINED HEREIN SHALL BE CONSTRUED TO REQUIRE ANY INDEMNIFICATION WHICH WOULD RENDER OR MAKE THIS CLAUSE, IN WHOLE OR IN PART, VOID AND/OR UNENFORCEABLE UNDER APPLICABLE LAW. FURTHER, YOUR INDEMNIFICATION OBLIGATION SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OF THE VECTOR0 PARTIES, OR GROSS NEGLIGENCE OF THE VECTOR0 PARTIES IN THOSE STATES THAT DO NOT PERMIT INDEMNIFICATION FOR GROSS NEGLIGENCE. “THIRD PARTY” IS DEFINED HEREIN TO INCLUDE, BUT IS NOT LIMITED TO, A VECTOR0 USER, VECTOR CLIENT OR CUSTOMER, EMPLOYEE, OR INSURANCE COMPANY. VECTOR0 RESERVES THE RIGHT, AT YOUR EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER FOR WHICH YOU ARE REQUIRED TO INDEMNIFY VECTOR0, AND YOU AGREE TO COOPERATE WITH OUR DEFENSE OF SUCH CLAIMS. YOU AGREE NOT TO SETTLE ANY SUCH CLAIM WITHOUT VECTOR0’S PRIOR WRITTEN CONSENT. VECTOR0 WILL USE REASONABLE EFFORTS TO NOTIFY YOU OF ANY SUCH CLAIM, ACTION, OR PROCEEDING UPON BECOMING AWARE.
(a) THE SERVICES ARE PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE”, AND VECTOR0, AND OUR LICENSORS AND SUPPLIERS, EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY AND NON-INFRINGEMENT.
(b) VECTOR0, AND OUR LICENSORS AND SUPPLIERS, MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE SERVICES: (I) WILL MEET YOUR REQUIREMENTS; (II) WILL BE COMPATIBLE WITH ANY NETWORK, OR YOUR COMPUTER OR MOBILE DEVICE; (III) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (IV) WILL BE ACCURATE OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VECTOR0 OR THOUGH THE SERVICES, SHALL CREATE ANY WARRANTY.
(c) VECTOR0 DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSIBILITY FOR ANY SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH, OR IN CONNECTION WITH, THE SERVICES, OR ANY HYPERLINKED WEBSITE OR SERVICE, AND VECTOR0 WILL NOT BE A PARTY TO, OR IN ANY WAY MONITOR, ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF SUCH PRODUCTS OR SERVICES.
(d) THE SERVICES MAY PROVIDE YOU INFORMATION REGARDING PERIPHERALS THAT MAY BE USED IN CONNECTION WITH THE SERVICES. THE TYPE OF PERIPHERALS MAY CHANGE FROM TIME TO TIME. WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMERS ABOVE, ALL SUCH INFORMATION IS PROVIDED FOR YOUR CONVENIENCE, “AS IS” AND “AS AVAILABLE”. VECTOR0 DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT SUCH INFORMATION WILL BE AVAILABLE, ACCURATE, OR RELIABLE.
Nothing in these Terms and, in particular, within this “Limitation of Liability” clause, shall be interpreted or construed to limit or exclude liability that cannot be so limited or excluded under applicable law.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN ADDITION TO THE WARRANTY AND OTHER DISCLAIMERS IN THESE TERMS, IN NO EVENT WILL (A) VECTOR0 BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOST DATA, OR LOST PROFITS ARISING FROM OR RELATING TO THE SERVICES, EVEN IF VECTOR0 KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) VECTOR0’S TOTAL CUMULATIVE LIABILITY FOR ANY DIRECT DAMAGES, PROPERTY DAMAGE, OR ANY OTHER DAMAGES NOT EXCLUDED OR PRECLUDED PURSUANT TO (A) ABOVE, ARISING FROM OR RELATED TO THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT NEVER TO EXCEED THE FEES ACTUALLY PAID BY YOU TO VECTOR0 FOR THE SERVICES AT ISSUE IN THE PRIOR 12 MONTHS (IF ANY). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. VECTOR0 DISCLAIMS ALL LIABILITY OF ANY KIND OF VECTOR0’S LICENSORS AND SUPPLIERS. UNDER NO CIRCUMSTANCES WILL VECTOR0 BE LIABLE IN ANY WAY FOR ANY CONTENT, INCLUDING, BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY CONTENT OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED IN CONNECTION WITH USE OF, OR EXPOSURE TO, ANY CONTENT POSTED, EMAILED, ACCESSED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE SERVICES.
YOU UNDERSTAND AND AGREE THAT THIS LIMITATION OF LIABILITY IN THIS SECTION 7 SHALL APPLY EVEN IF VECTOR0 IS FOUND LIABLE FOR ANY LOSS OR DAMAGE DUE TO BREACH OF CONTRACT, BREACH OF EXPRESS OR IMPLIED OR WARRANTY, NEGLIGENCE OF ANY KIND OR DEGREE, STRICT PRODUCT LIABILITY, SUBROGATION, INDEMNIFICATION OR CONTRIBUTION, OR ANY OTHER THEORY OF LIABILITY. HOWEVER, THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY WILLFUL, WANTON, INTENTIONAL OR RECKLESS MISCONDUCT OF VECTOR0 OR GROSS NEGLIGENCE OF VECTOR0 IN THOSE STATES THAT DO NOT PERMIT LIMITATION OF LIABILITY FOR GROSS NEGLIGENCE.
PLEASE READ THIS SECTION CAREFULLY. FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE REQUIREMENT OF ARBITRATION ON AN INDIVIDUAL BASIS.
(a) Arbitration. Vector0 and you agree to arbitrate all disputes and claims that arise from or relate to these Terms or the Services in any way, except for claims arising from bodily injury. THIS ARBITRATION IS MANDATORY AND NOT PERMISSIVE. This agreement to arbitrate is intended to be broadly interpreted, including, for example:
- claims arising out of or relating to any aspect of the relationship between us that is created by or involves these Terms or the Services, regardless of the legal theory;
- claims for mental or emotional distress or other emotional/mental injury arising from the relationship between us;
- claims that arose before you accepted these Terms (such as claims related to disclosures or the marketing of the Services, or the process for seeking approval to use the Services);
- claims that may arise after the termination of your use of the Services or any agreement between us; and
- claims brought by or against our parent companies, members and affiliates, as well as the respective officers, directors, employees, agents, predecessors, successors and assigns of these entities, you, and Vector0.
This arbitration agreement does not preclude either of us from bringing an individualized action in small claims court. It also does not preclude either of us from seeking an individualized preliminary injunction or temporary restraining order, pending arbitration, in any court that has jurisdiction. Nor does this arbitration agreement bar you from bringing issues to the attention of federal, state or local agencies. Such agencies can, if the law allows, seek relief against us on your behalf. In addition, you or Vector0 may seek injunctive or other equitable relief to protect your or its trade secrets and intellectual property rights or to prevent loss or damage to its services in any court with competent jurisdiction.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE, LAW, YOU UNDERSTAND AND AGREE THAT WE ARE EACH (A) WAIVING THE RIGHT TO A TRIAL BY JURY; (B) WAIVING THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION; AND (C) WAIVING THE RIGHT TO CLAIM OR RECOVER PUNITIVE DAMAGES AGAINST THE OTHER. These Terms evidence a transaction in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision.
(a) Notice of Disputes. If either of us intends to seek arbitration of a dispute, that party must provide the other with notice in writing. The notice to Vector0 should be sent to [email protected]. Vector0 will send notice to you at the email and/or mailing addresses associated with your account. Your notice to Vector0 must (a) provide your name, mailing address, and email address; (b) describe the dispute; and (c) state the relief you are requesting. If we are unable to reach an agreement to resolve the dispute within 60 days after the notice is received, you or we may commence arbitration.
(b) Arbitration Procedures. The arbitration will be governed by the Consumer Arbitration Rules (“AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules are available online at www.adr.org or by calling the AAA at 1-800-778-7879. If the AAA is unavailable, the parties shall agree to another arbitration provider or the court shall appoint a substitute. Unless you and we agree otherwise, any arbitration hearings will take place in the county (or parish) where you are receiving Services. If the value of your claim is USD $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, by telephone, or by an in-person hearing. If the value of your claim exceeds USD $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. All issues are for the arbitrator to decide, except that issues relating to the scope and enforceability of this arbitration provision or the arbitrability of disputes are for the court to decide. The arbitrator may consider, but is not bound by, rulings in other arbitrations between Vector0 and Vector0 users. The arbitrator can award the same individualized damages and relief that a court can award. Judgement on the award may be entered by any court having jurisdiction.
(c) Costs of Arbitration. The AAA’s fee schedule is subject to change and may be found in the AAA Rules (available online at www.adr.org or by calling the AAA at 1-800-778-7879). Vector0 will pay all AAA filing, administrative and arbitrator fees for any arbitration that Vector0 commences. If you provided Vector0 with 60 days’ notice of your intent to arbitrate before commencing arbitration and the value of your claim is USD $75,000 or less, Vector0 will pay your share of any such AAA fees. If the value of your claim exceeds USD $75,000, the allocation of AAA fees will be governed by the AAA Rules (unless the law of your state requires Vector0 to pay all such fees). If, however, the arbitrator finds that either the substance of your claim or the relief sought is frivolous or brought for an improper purpose (as measured by the standards in Federal Rule of Civil Procedure 11(b)), then the payment of all AAA fees shall be governed by the AAA Rules. In such cases, the arbitrator may direct you to reimburse Vector0 for amounts that Vector0 paid on your behalf.
(d) No Class Arbitration. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND VECTOR0 AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED GROUP LITIGATION OR PRIVATE ATTORNEY GENERAL PROCEEDING. Further, unless all affected parties agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or group proceeding. If a court decides that applicable law precludes enforcement of any of this subsection’s limitations as to a particular claim for relief, then that claim (and only that claim) must be severed from the arbitration and may be brought in court.
(e) 30-Day Opt-Out Period. If you do not wish to be bound by the arbitration and class-action waiver provisions in this Section 8, you must notify Vector0 in writing within 30 calendar days of the date that you first accept these Terms (unless a longer period is required by applicable law). Your written notification must be sent to Vector0 at the following address: [email protected]. Subject to Section 8(g) below, if you do not notify Vector0 in accordance with this Section 8(e), you agree to be bound by the arbitration and group litigation waiver provisions of these Terms, including such provisions in any Terms revised after the date of your first acceptance.
Such notification must include: (a) your name, (b) your email address, (c) your mailing address and (d) a statement that you do not wish to resolve disputes with Vector0 through arbitration. This notification affects these Terms only; if you previously entered into other arbitration agreements with Vector0 or enter into other such agreements in the future, your notification that you are opting out of the arbitration provision in these Terms shall not affect the other arbitration agreements between you and Vector0.
(f) Future Changes to Arbitration Provision. If Vector0 makes any changes to the Dispute Resolution and Arbitration Section of these Terms (other than a change to the address at which Vector0 will receive notices of dispute, opt-out notices or rejections of future changes to the Dispute Resolution and Arbitration Section), you may reject any such change by sending us written notice within 30 calendar days of the change to: [email protected]. It is not necessary to send us a rejection of a future change to the Dispute Resolution and Arbitration Section of these Terms if you had properly opted out of the arbitration and group litigation waiver provisions in this Section 8 within the first 30 calendar days after you first accepted these Terms. If you have not properly opted out of the arbitration and group litigation waiver provisions in this Section 8, by rejecting a future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this arbitration provision, as modified by any changes you did not reject.
(a) Changes to These Terms. Vector0 reserves the right to make changes to these Terms, and Vector0 will post notice of changes to any one or more of the following: this page or a Site. If we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Services. If you have provided us with an e-mail address, you are responsible for ensuring that it is your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of seven (7) calendar days following our dispatch of an e-mail notice to you (if applicable) or seven (7) calendar days following our posting of notice of the changes on the Services. These changes will be effective immediately for new User Account users of the Services. Continued use of the Services following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. IF YOU DO NOT AGREE WITH ANY OF THE CHANGES TO ANY OF THE TERMS, YOU SHOULD CEASE ACCESSING OR USING THE SERVICES.
(b) Governing Law; Jurisdiction and Venue. To the extent that the Agreement allows you or Vector0 to initiate litigation in a court, other than for small claims court actions, you agree that this Agreement and all matters relating to your access to, or use of, the Services will be governed by the laws of the State of Deleware, USA, without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree and hereby submit to the exclusive personal jurisdiction and venue of the state and federal courts located in the State of Deleware, USA, for any dispute arising out of or relating to this Agreement and the parties waive any objection based on venue or inconvenient forum.
(c) Protection of Confidentiality and Intellectual Property Rights. Notwithstanding the foregoing, Vector0 may seek injunctive or other equitable relief to protect its confidential information and intellectual property rights or to prevent loss of data or damage to its servers in any court of competent jurisdiction.
(d) Entire Agreement/Severability. These Terms constitute the entire agreement between you and Vector0 regarding the use of and access to the Services. Any failure by Vector0 to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
(e) Survivability. The obligations in Sections 3(c), (d) and (e), 4 (b)(c) and (h), 5(b), 6(d), 7, 8, 9, will survive any expiration or termination of these Terms.
(f) Assignment. These Terms, and any associated rights or obligations, may not be assigned or otherwise transferred by you without Vector0’s prior written consent. These Terms may be assigned by Vector0 without restriction. These Terms are binding upon any permitted assignee.
(g) Electronic Communications. By using the Services, you (a) consent to receive communications from us in an electronic form, and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing. The foregoing does not affect your non-waivable rights.
(h) Notifications. Vector0 may provide notifications to you as required by law, or for marketing or other purposes, via (at its option) e-mail, hard copy or posting of such notice on https://www.vector0.com. Vector0 is not responsible for any automatic filtering that you or your network provider may apply to email notifications.
(i) Marks. All trademarks, logos and service marks (“Marks”) displayed on the Services are the property of Vector0 or of their respective holders. You are not permitted to use any of the Marks without the applicable prior written consent of Vector0 or such respective holders. Vector0 reserves the right to alter services offerings, specifications and pricing at any time, without notice, and is not responsible for typographical or graphical errors that may appear in these Terms or in related guidelines, policies, or rules.
(j) Section Titles. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.
(k) Relationship of Parties. Your relationship to Vector0 is that of a party to an independent contractor, and neither party is an agent or partner of the other.
(l) Local Laws. We make no representation that any materials on the Services are appropriate or available for use in jurisdictions that are outside the United States. Access to the Services from jurisdictions where such access is illegal is prohibited. If you choose to access the Services from other jurisdictions, you do so at your own initiative and are responsible for compliance with applicable local laws.
(m) Force Majeure. Neither party will be responsible to the other for any delay in performing under this Agreement which results from civil disturbance, undeclared or declared war or other hostilities, acts of terrorism, acts of anarchy, labor strikes or interruptions, earthquakes, or other acts of Nature or acts of God, governmental orders, diseases, pandemics, or any cause beyond the reasonable control of such party.
(n) Contact Information. If you have additional questions or comments of any kind, please let us know by sending your comments or requests to us at: [email protected]