VI Agents Terms of Use

Effective date: 1 January 2016

1. Acceptance

These VI Agents Terms of Use together with the Privacy Policy and all other additional terms and information that may be provided within the Service (collectively “Terms”) govern the use of the service, site, content and software (collectively the "Service"). By registering for or using the Service or any portion of it you accept the Terms.

The Terms constitute an agreement between you and VI Agents LLC, 5700 Granite Parkway, Suite 200, Plano, TX  75093, USA, including its affiliates and suppliers (collectively “VI Agents”), defining your and VI Agents’s rights and responsibilities with respect to the Service.

2. Eligibility

To use the Service, you must have a valid contract signed with VI Agents and are in good order of payment of the fees related to the Service.

3. Registration and Termination

To use a Service you may need to register and create a VI Agents account with username and a password. You may need to provide us with certain personal and other information. VI Agents may verify your email address and other provided information before an account can be used.

You agree to provide truthful and complete information when you register for the Service and to keep that information updated. You must take due care to protect your username and password against misuse by others and promptly notify VI Agents about any misuse. You are personally responsible for any use of the Service.

You may terminate your registration if you no longer wish to use the Service. After termination, you will no longer have access to the Service. VI Agents may terminate your registration or restrict your access to certain parts of the Service if VI Agents reasonably believes that you have breached the Terms.

Except as set forth in the Privacy Policy, VI Agents is not responsible for any removal or loss of the information or content you have submitted to the Service. When information or content is removed from the Service by either you or VI Agents, traces or copies may still remain elsewhere.

4. Licenses

VI Agents grants you a non-exclusive, non-transferable license, revocable at any time at VI Agents’s sole discretion, to access and use the Service strictly in accordance with the Terms. Use of the Service does not grant you any intellectual property rights in or to any information or content in the Service.

As part of the Service, VI Agents may provide you with content developed by VI Agents or its licensors (“Content”). VI Agents grants you a non-exclusive and perpetual license to use Content for the purpose it is intended, unless otherwise defined in the applicable Terms or the purchase order. Some Content may only be available to residents of certain geographical areas. You are bound by any restrictions applicable to specific Content you obtain through the Service. Any license acquired to third-party Content is a binding agreement between you and the third-party Content provider. You have only the rights to the Content which are expressly granted VI Agents.

As part of the Service, VI Agents may provide you with certain software developed by VI Agents or, its licensors (“Software”). Your use of Software may be subject to separate terms and conditions that you must accept before using the Software. If there are no separate terms and conditions applicable to such Software, the following terms apply: VI Agents grants to you a limited, non-exclusive, non-transferable right to install and use the Software on your computer and/or mobile device. You may not copy the Software, except to make a single archival backup copy. You may not distribute, transfer the right to use, modify, translate, reproduce, resell, sub-license, rent, lease, reverse engineer, or otherwise attempt to discover the source code of or make derivative works of the Software. For open source licensed software, applicable open source license terms apply.

The Software maybe subject to export controls under the U.S. Export Administration Regulations and other import or export control regulations. You agree to strictly comply with all applicable import and export regulations and acknowledge that you have the responsibility to obtain licenses to export, re-export, transfer, or import such Software.

You may be able to submit information or content (“Material”) to the Service. VI Agents does not claim ownership of your Material. Your submission of Material does not transfer ownership of rights of the Material to VI Agents. VI Agents is only transmitting the Material and is not responsible for editorial control over it. By submitting Material to the Service you grant VI Agents a world-wide, non-exclusive, sub-licensable, assignable, fully paid-up, royalty-free, perpetual and irrevocable license to use, copy, display the Material and to grant similar sub-licenses to the extent necessary for VI Agents to provide the Service. You may be able to adjust this grant in the privacy and other settings of the Service.

You are solely responsible for taking backup copies of the data you store on the Service, including Content you upload. If the Service is discontinued or canceled, VI Agents may permanently delete your data. VI Agents has no obligation to return data to you after the Service is discontinued or canceled.

5. Using the Service

You agree to:

• Comply with applicable laws, the Terms and good manners;
• Not submit unlawful, offensive, inaccurate, misleading, abusive, pornographic, harassing, libelous or otherwise inappropriate Material;
• Obtain any consents, permission or licenses that may be legally required for you to submit any Material;
• Respect the privacy of others;
• Not distribute or post spam, unreasonably large files, chain letters, pyramid schemes, viruses; or
• Not use any other technologies or initiate other activities that may harm the Service, or the interest or property of the Service users.
• Not to use any automated systems or means to access, acquire, copy or monitor any part of the service.
• Be responsible for the consequences related to the Material that you post

VI Agents may but has no obligation to:

• Monitor or moderate any Content or Material;
• Remove any Material from the Service; and
• Restrict access to any part of the Service at any time in its sole discretion.

6. Content

Before downloading or accessing any Content, please check whether the Content which you wish to access is restricted by age or marked as potentially ‘offensive’ or ‘explicit’. VI Agents shall not be responsible for any claims or offense caused or suffered by you accessing such Content.

You agree:

·    To use the Content in accordance with the restrictions set out in the applicable laws, additional terms, guidelines and policies or on the product pages that apply to that particular piece of the Content;

·        Not to make copies, give, sell, resell, loan, rent, offer, broadcast, send, distribute, transfer, communicate to the public, reproduce, modify, display, perform, commercially exploit or make the Content available unless otherwise authorized in the applicable Terms and to advise VI Agents promptly of any such unauthorized use;

·      Not to remove, circumvent, reverse engineer, decrypt, or otherwise alter or interfere with any applicable usage rules or attempt to circumvent digital rights management or copy protection features associated with the Content or any other technologies used to control the access to or use of the Content or its identifying information;

·       Not to use any automated systems or means, except for those provided or approved by us, for the selection or downloading of the Content;

·       Not to give out your password or otherwise allow other people to access the Content. The restrictions on copying that apply to applicable media also apply to the Content accessed as part of this Service.

The Content is controlled by VI Agents and/or its respective licensors and is protected by intellectual property laws. The third party Content provider is solely responsible for any Content it provides, any warranties to the extent that such warranties have not been disclaimed and for any claims you may have relating to that Content or your use of that Content. However, VI Agents may enforce the third party Content license terms against you as a third party beneficiary of those terms. The third party Content providers are third-party beneficiaries under these Terms and may enforce the provisions that directly concern the Content in which they have rights. VI Agents may be acting as an agent for third party Content provider in providing the Content to you. VI Agents is not a party to the transaction between you and the third party Content provider for such Content.

7. Allegations of Copyright Infringement

You may notify VI Agents of copyright infringement on the Service by providing notice (a) by email with “Copyright Notification” in the subject line to legal@viagents.com, (b) by a document titled “Copyright Notification” mailed to VI Agents LLC, 5700 Granite Parkway, Suite 200, Plano, TX  75093, USA or (c) via the online form, if available. Your notice must:

(1) identify the original copyrighted work you claim is infringed;
(2) identify the content on the Service that you claim is infringing the copyrighted work. Please provide enough detail for VI Agents to locate the allegedly infringing content on the Service;
(3) provide your contact information, including your full name, mailing address, telephone number, and email address, if available;
(4) provide a statement that you have a good faith belief that the use of the content in the manner complained of is not authorized by the copyright owner, its agent, or the law;
(5) provide this statement: "I swear, under penalty of perjury, that the information in this notification and complaint is accurate and that I am the copyright owner, or am authorized to act on behalf of the copyright owner of an exclusive right that is infringed."; and
(6) provide your signature, as applicable.

8. Notices

VI Agents may post notices within the Service. VI Agents may also send you notices about products and Services to the email address or telephone number you have provided to us. You are deemed to have received such notices at the latest within seven (7) days from VI Agents sending or posting those. Your continued use of the Services constitutes your receipt of all notices regardless of delivery method.

9. Fees

Your use of the Service is subject to charges.

Any fees charged by VI Agents will be announced separately in connection with the Service.

Use of the Service may involve transmission of data through your service provider’s network. Prices listed within the Service do not include possible data transmission, text message, voice or other service provision charges by your network service provider.
VI Agents assumes no responsibility for the payment of any charges of your service providers.

10. Order and Payment Terms

You will pay by the payment method agreed in your contract.

VI Agents will charge your credit card or debit your bank account within a reasonable time after you have made your Order. All credit card payments are subject to validation checks and authorization by the card issuer.

The Content that is delivered is licensed to you. You agree to use such Content solely as permitted in these Terms and in any additional terms that you may be presented in the order flow.

The Service may offer subscriptions. You authorize the Service to place a periodical charge during the period of the subscription. The Service may also offer a trial period. If your Order involves a trial period (also known as try-and-buy), you may be charged when the trial period expires, unless you cancel in accordance with the subscription/trial terms.

The prices in the Service may change from time to time. Prices include applicable taxes in effect at the time of your transaction, unless otherwise stated. There may be instances where you incur additional charges from your bank or credit card provider based on currency conversion rates used and/or additional fees assessed. VI Agents assumes no responsibility for the payment of bank or any other third party service fees or charges.

11. Cancellations and Refunds

You will not be able to cancel your Order once it has been processed. The nature of the Content is such that it cannot be returned.

12. Feedback to VI Agents

By submitting any ideas, feedback and/or proposals ("Feedback") to VI Agents through the Service or other means, you acknowledge and agree that: (1) VI Agents may have similar development ideas to the Feedback; (2) your Feedback does not contain confidential or proprietary information of you or any third party; (3) VI Agents is not under any obligation of confidentiality with respect to the Feedback; (4) VI Agents may freely use, distribute, exploit and further develop and modify Feedback for any purpose; and (5) you are not entitled to any compensation of any kind from VI Agents.

13. Social Activities and Location Sharing

You may use features in the Service to share your location, status, content, Materials or personal information or to interact with other users, sites and services. By using these features you agree that VI Agents may use and provide that information to other services and persons with whom you choose to interact or share this information. Users of these services and persons, such as your contacts, may see your location, status and/or personal information. In using these features you agree not to share information, Content or Material or to link to any service or site that: (a) contains content or other material that is illegal or inappropriate; or (b) exploits intellectual property rights without authorization or encourages users to piracy. Any interaction does not involve VI Agents and is solely between you and the other user(s).

14. Availability and Technical Requirements

The availability of Content and the Service may vary and is subject to VI Agents’s sole discretion. VI Agents expressly disclaims any representation or warranty that any particular Content or Service will be available. The Service may not be available in all countries and may be provided only in selected languages. The Service, operations and some features may also be dependent on the network, compatibility of the devices used and the content formats supported.

To access the Service, you may need to download a specific piece of software developed by VI Agents or by another party.

VI Agents may, in its sole discretion, change, correct or discontinue the Service in whole or in part. The Service may not be available during maintenance breaks and other times. To ensure you have the latest VI Agents device software and applications, your device may automatically check for the availability of software updates from VI Agents. If any are detected you will be prompted to approve the installation. You may disable automatic checking for updates through settings in your device. You may also install software through available software update channels. If VI Agents considers a Software update to be important or critical you may not continue using the previous version of the Software. VI Agents may prevent your use of the previous version of the Software or Service until you install the update.

VI Agents may disable any Content or Software contained in your Service account for any reason and remove any Content or Software and/or disable copies of any application on your device in order to protect the Service, application providers, wireless carriers over whose network you access the service or any other affected or potentially affected parties.

A particular service may be a pre-release version, for example a beta release, and may not work in the way a final version works. VI Agents may significantly change any version of Service or Software or decide not to release a final version.

15. Links to Third Party Sites and Content

VI Agents may include access to sites and services on the Internet or preloaded clients that enable you to interact with sites and services that are owned or operated by third parties and that are not part of the Service. You must review and agree to the terms and conditions of these sites or services before using these sites or services.

VI Agents has no control over the third party content, sites or services and assumes no responsibility for services provided or material created or published on these third-party sites or services. A link to a third-party site does not imply that VI Agents endorses the site or the products or services referenced in the site.

In addition, you and other users may create content and links to content within the Service that has not otherwise been submitted to the Service. VI Agents is not responsible for this type of content or links.

16. Advertisements

The Service shall not include advertisements.

17. Personal Data

The Privacy Policy and any additional privacy information made available to you govern the use of your personal data.

18. Limitation of Liability

The Service is provided on “AS IS” and “AS AVAILABLE” basis. VI Agents does not warrant that the Service will be uninterrupted or error or virus-free. No warranty of any kind, either express or implied, including but not limited to warranties of title, non-infringement, merchantability, or fitness for a particular purpose, is made in relation to the availability, accuracy, reliability, information or content of the Service. You expressly agree and acknowledge that the use of the Service is at your sole risk and that you may be exposed to content from various sources.

Except for liability for death or personal injury caused by its gross negligence or intentional misconduct, VI Agents is not liable for any direct damages caused by your use or inability to use the Service. In no case will VI Agents be liable for any indirect, incidental, punitive or consequential damages resulting from your use or inability to use the Service.

19. Indemnification

You agree to defend and indemnify VI Agents from and against all third party claims and all liabilities, assessments, losses, costs or damages resulting from or arising out of (i) your breach of the Terms, (ii) your infringement or violation of any intellectual property rights, other rights or privacy of a third party, or (iii) misuse of the Service by a third party where Agents the misuse was made possible by your failure to take reasonable measures to protect your username and password against misuse.

20. Miscellaneous
20.1 Choice of Law

The Terms are governed by the laws of Texas, USA without regard to its conflicts of law provisions.

20.2 Validity

The Terms neither exclude nor limit any of your mandatory rights in your country of residence that cannot by law be waived. If a provision of the Terms is found to be invalid, the remaining provisions will not be affected and the invalid provision will be replaced with a valid provision that comes closest to the result and purpose of the Terms. In the event one or more provisions of these Terms are not relevant to your use of the Service, it shall not impact the validity or enforceability of any other provision of the Terms or the Terms as a whole. If there Agents is any conflict between these VI Agents Terms of Use and the Privacy Policy, the provisions of these VI Agents Terms of Use prevail. The provisions of the Terms that are intended to survive termination of your registration remain valid after termination.

20.3 Changes in Terms

VI Agents may modify the Terms at any time without prior notice. If the Terms are changed in a material, adverse way, VI Agents will provide a separate notice advising of the change.

You are responsible for regularly reviewing the Terms. Your continued use of the Service constitutes your consent to any changes and modification.

21. Intellectual Property

The Service, Content and Software are protected under international copyright laws. VI Agents claims copyrights in its Service, Content, and Software to the maximum extent of the law. Subject to the Terms, VI Agents retains all right, title and interest in the Service, its Content, the Software and in all other VI Agents products, software and other properties provided to you or used by you through the Service.

22. Assignment

VI Agents may assign its rights and obligations under these Terms to its corporate parent, its subsidiaries, or to any company under common control with VI Agents. Additionally, VI Agents may assign its rights and obligations under these Terms to a third party in connection with a merger, acquisition, sale of assets, by operation of law or otherwise.