BY CLICKING “ACCEPT”, YOU AGREE TO THE FOLLOWING ONLINE COMMUNITY CLICKWRAP AGREEMENT (“AGREEMENT”). THIS AGREEMENT GOVERNS YOUR USE OF VANTIQ CORPORATION’S COMMUNITY WEBSITE, ASSOCIATED SITES AND DOCUMENTATION (COLLECTIVELY, THE “SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM SUBSCRIBER SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MAY NOT USE THE SERVICE.
1. GENERAL TERMS
1.1 VANTIQ RESERVES THE RIGHT TO TRACK AND VIEW ALL DATA AND SYSTEM USAGE OF THE SERVICE
1.2 THIS AGREEMENT AND ACCESS TO THE SERVICE MAY BE TERMINATED BY EITHER PARTY AT ANY TIME.
1.3 YOU AGREE THAT VANTIQ HAS THE RIGHT TO PROVIDE YOUR PERSONAL LOGIN INFORMATION TO THIRD PARTIES FOR THE PURPOSES OF ENABLING AND MANAGING YOUR ACCESS TO THE VANTIQ COMMUNITY, CONTENT AND RESOURCES. IF YOU ARE REGISTERING OTHER USERS, YOU AGREE THAT YOU HAVE THE AUTHORITY TO TRANSFER THE PERSONAL LOGIN INFORMATION OF SUCH USERS TO VANTIQ AND VANTIQ’s THIRD PARTY CONTENT AND ACCESS MANAGEMENT PROVIDERS.
1.4 YOU MAY NOT USE THE SERVICE IF YOU ARE COMPETITOR OF VANTIQ OR TO PROVIDE ANY INFORMATION ABOUT OR INCLUDED IN THE SERVICE TO A COMPETITOR OF VANTIQ, NOR MAY YOU MASK YOUR IDENTITY WHEN USING THE SERVICE.
1.5 THE SERVICE AND ALL CONTENT IS CONFIDENTIAL INFORMATION AND PROPRIETARY TO VANTIQ AND ITS PARTNERS/CUSTOMERS PROVIDING INFORMATION ON THE SERVICE. YOU AGREE THAT YOU WILL NOT POST ANY INFORMATION YOUR ORGANIZATION CONSIDERS CONFIDENTIAL OR PROPRIETARY INTO THE VANTIQ COMMUNITY.
1.6 YOU AGREE THAT VANTIQ MAY USE, WITHOUT LIMITATION, ANY SUGGESTIONS, FEEDBACK, CONCERNS, ISSUES, COMMENTS, OR OTHER INFORMATION (COLLECTIVELY, “FEEDBACK”) RELATED TO VANTIQ’S PRODUCTS FOR THE PURPOSES OF DEVELOPING, MODIFYING, ENHANCING OR OTHERWISE IMPROVING VANTIQ’S PRODUCTS AND/OR SERVICES AND YOU AGREE THAT YOU ARE NOT ENTITLED TO ANY COMPENSATION, ROYALTIES, PAYMENTS, OR ANY REMUNERATION IN CONNECTION WITH SUCH FEEDBACK AND YOU AGREE THAT YOU WILL NOT CONTEST VANTIQ’S ABILITY TO USE THE FEEDBACK IN CONNECTION WITH VANTIQ PRODUCTS OR SERVICES.
2. WARRANTY AND DISCLAIMERS
DISCLAIMER. THE SERVICE IS PROVIDED AS IS WITH NO WARRANTY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES ARE DISCLAIMED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
3. LIMITATION OF LIABILITY IN NO EVENT SHALL VANTIQ BE LIABLE TO SUBSCRIBER UNDER ANY CAUSE OR ACTION (INCLUDING CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY) ARISING FROM OR OUT OF THIS AGREEMENT FOR (A) ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOST PROFITS, AND (B) ANY DIRECT DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION ARE INDEPENDENT OF ANY LIMITED REMEDY SET FORTH HEREIN, SHALL APPLY WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
4. NOTICE
Any formal legal notices required or permitted to be given under this Agreement shall be in writing and shall be sufficiently given if sent by first class certified mail, or overnight delivery service using a reputable courier service, postage prepaid to VATNIQ Corporation at 1990 N. California Blvd, Walnut Creek CA, attention: General Counsel or to Subscriber at the email address indicated to VANTIQ. Each Party will inform the other in writing of any change in the address to which notices should be sent.
5. GENERAL
5.1 Governing Law and Arbitration. The validity, construction, and interpretation of this Agreement and the rights and duties of the Parties shall be governed by the laws of the Commonwealth of Virginia, excluding its principles of conflict of laws, and the controlling laws of the United States of America, as applicable. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is expressly excluded. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in the County of Fairfax, Virginia in accordance with the Rules of the American Arbitration Association (“AAA”) by a single arbitrator to be designated by AAA, and judgment upon the decision rendered by the arbitrator may be entered in any court having jurisdiction thereof. Any decision by the arbitrator shall be final and binding, and except in cases of fraud or gross misconduct by the arbitrator, the decision rendered shall not be appealable.
5.2 Severability. If any provision of this Agreement is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose.
5.3 Waiver. The waiver by either Party of a breach or right under this Agreement will not constitute a waiver of any other or subsequent breach or right.
5.4 Assignment. This Agreement shall be binding and inure to the benefit of the Parties and their respective and permitted successors and assigns. VANTIQ may use subcontractors to assist in performing this Agreement, provided VANTIQ remains responsible for any subcontractor’s compliance with the applicable terms of this Agreement. Neither Party may assign this Agreement without the consent of the other Party, except in the event of a corporate reorganization, merger, acquisition, or sale of all or substantially all of such Party’s assets.
5.5 Entire Agreement. This Agreement is the final, complete and exclusive agreement between the Parties relating to the subject matter hereof, and supersedes any previous communications, representations or agreements between the Parties, whether oral or written. This Agreement may be amended only through a written agreement signed by duly authorized representatives of the Parties.
5.6 Survival. Provisions herein which by their nature extend beyond the termination of this Agreement shall remain in effect until fulfilled.