Please read the Terms and Conditions (“Terms”) carefully priorto utilizing any
of Vital Records Inc.’s (“VRI,” “we,” “our” or “us”) Internet related technologies or services
including any websites, ftp sites, portals or other online services (collectively, the “Sites”).
By accessing and/or using any of the Sites, you agree to and are bound by these
Terms. You should review these Terms regularly, as they may change at any time
at our sole discretion without notice or other obligation to you. Your continued use of any of
the Sites following such changes signifies your agreement to be bound by such changes. If you do
not agree to any term or condition of these Terms, you must not access or
otherwise use the Sites. For the purposes of these Terms, "Content"
refers to any materials, data, documents, applications, source code, images,
graphics, logos, design, audio, video and any other information provided from
or on the Site; “you” and “Client” shall mean the individual or entity using
any of the Sites, and such individual or entity’s employees and permitted
successors and assigns, and “Client Content” means any Content provided by you
for posting and/or availability via any of the Sites.
Your use of the Sites and the Content may be further subject to additional terms in
the following additional documents (collectively, “Additional Terms”), which
are incorporated in their entirety herein: (a) any engagement letter, services
agreement, purchase order or other agreement for the purchase of VRI services,
(b) any written authorization regarding the use of any Site, (c) any additional
terms and conditions posted in connection with any of the Sites and/or any
portion or section thereof, and (d) our Privacy Policy. In the event of a conflict between these
Terms and the terms and conditions of any of the Additional Terms, the terms
and conditions of the Additional Terms shall control with respect to the
subject matter thereof. In connection
with your use of some of the Sites, you may also be required to “click through”
or click to agree to terms and conditions that are substantially similar to
these Terms and/or additional terms and conditions. In the event of a conflict between these
Terms and the terms and conditions of such “click through” terms and
conditions, the terms and conditions of such “click through” terms shall
control with respect to the use of such Sites and any Content thereon.
1.We Provide The Sites For Your Convenience Only
The Sites are provided as a convenience and for your information only. We do not warrant or represent that the Client Content is:
accurate or complete;
up-to-date or current;
free from inaccuracies, omissions or errors; or
free from changes, errors or problems caused by any third party.
We do not have a duty to update the Sites and/or any Content, and any updates
to the Sites and/or the Content will be subject to our sole discretion. We
do not warrant or represent that your access to the Sites will be free from
interruptions, errors, computer viruses or other harmful components.
We reserve the right to modify, update,
delete or replace the Sites and/or the Content, and any portion thereof or
services offered in connection therewith, at any time and from time to time in
our sole discretion. We further reserve
the right at any time and from time to time in our sole discretion to charge
fees for any Sites, Content or services, regardless of whether such Sites,
Content or services were previously offered at no charge.
Except as agreed in any Additional Terms, you acknowledge and agree that VRI,
in its sole discretion, without notice or any further obligation to you, may:
(a) temporarily suspend or permanently discontinue your, and refuse any and all
current and future, access to or use of any or all of the Sites and/or the
Content or Client Content, and (b) take any other necessary or appropriate
actions in case of technical problems or unauthorized activities.
2.We Provide the Sites "As Is" and “As Available”and Disclaim All Warranties and Liability
THE SITES AND THE CONTENT ARE PROVIDED “AS IS”
AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WE
HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OR COMPLETENESS. THE SITES MAY CONTAIN BUGS, VIRUSES, OTHER
MALICIOUS CODE, MALWARE, ERRORS, INTERRUPTIONS, PROBLEMS AND OTHER LIMITATIONS
FOR WHICH VRI DISCLAIMS ANY RESPONSIBILITY AND LIABILITY.
We do not assume, and hereby expressly disclaim, any liability in connection with
your use of the Sites or any Content. In other words, you use the Sites at your
own risk. Under no circumstances shall we or any of our directors, officers,
employees, agents or contractors be liable for any direct or indirect, special,
incidental, punitive, exemplary, multiplied or consequential damages,
INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY CLIENT CONTENT,
NEGLIGENCE, loss of data or profit arising out of the use or the inability to
use the Sites and/or the Content. If your use of the Sites results in ANY
INTERRUPTION, IMPAIRMENT OR LOSS OF, OR your need to service, repair or
correct, any software, equipment, systems or data, you agree to assume, and
hold us harmless from, any costs in connection therewith. SECTIONS 2, 9
AND 12 HEREOF STATE EACH PARTY’S SOLE REMEDY AND EXCLUSIVE LIABILITY FOR ALL
DAMAGES WHATSOEVER IN CONNECTION WITH THESE TERMS, THE SITES AND THE CONTENT.
3.You Are Solely Responsible for Controlling Access to and Use of Your Password
Some of the Sites may permit access to certain Client Content. You may access and use
such Sites only to the extent expressly permitted by VRI in the applicable
Additional Terms. You acknowledge and
agree that any login, identifier, password or access key (each, a “Password”)
issued to you or generated by you connection with VRI’s grant of access to any such
Sites is confidential information. You
may disclose any Password only to authorized employees of your company. You must maintain the confidentiality of any
Password, and you must not disclose such Password to any other person or
entity. You acknowledge and agree that
you are solely responsible for any access and use of the Sites in connection
with your Password, and any other actions or other use of your Password and
that you will immediately notify VRI of any unauthorized access to the Sites. You must promptly change your Password and
promptly notify VRI in writing regarding the exclusion of any of your personnel
or former personnel from accessing any of the Sites and/or any Client Content. VRI recommends that you institute periodic
password changes to prevent any unauthorized access to any of the Sites and any
Client Content.
4.You Are Responsible for Determining What Client Content Will Be Accessible Via the Sites.
Clients are not required to utilize any of the
Sites unless they choose to. In the
event that VRI grants access to any of the Sites through which Client Content
may be accessed, and you decide to utilize any such Sites, you are solely
responsible for determining what, if any, Client Content will be posted and/or
available via the Sites. You hereby
represent and warrant that you have all right and authority necessary to
provide any Client Content or other information that you submit to be posted or
made available via the Sites, that any information that you provide about
yourself and/or your company will be complete, accurate and up to date, and
that such information and VRI’s use thereof does not violate the rights of any
third party.
5.You Are Responsible for the Accuracy of Any Client Content.
To the extent that VRI has granted such Client
access to any of the Sites through which Client Content may be accessed, it is
up to each such Client to ensure that any Client Content is accurate and up to
date. VRI will use commercially reasonable efforts post the information as it
is requested or supplied by you, but, VRI will not validate, and in no event
will VRI be responsible for validating, the accuracy, timeliness or
completeness of such Client Content.You
must notify VRI in writing and provide a detailed written description of any
modifications that you request be made to the Client Content. VRI will use commercially reasonable efforts
to promptly make any reasonable changes requested in writing by you.
6.Links to Third Party Websites
Any links on the Sites to third party sites are
provided solely as a convenience to you. We reserve the right to terminate a link to a third party website at any
time. The fact that we provide a link to a third party website does not mean
that we endorse, authorize or sponsor that website or its products. It also
does not mean that we are affiliated with the third party website's owners or
sponsors. VRI does not control such
websites and is not responsible for any such websites or the content, products
or services offered by any third parties. If you decide to access any third party websites, you do so entirely at
your own risk, and you may be subject to the terms and conditions and the
privacy policies imposed by such third parties.
7.Third Party Links to the Sites
If a third party links to our Sites, it is not
necessarily an indication of an endorsement, authorization, sponsorship,
affiliation, joint venture or partnership by or with us. In most cases, we are
not aware that a third party has linked to the Sites.
A website that links to any of the Sites:
May link to, but not replicate, the Sites or the Content;
May not create a browser, border environment or frame the Sites or the Content;
May not imply that we are endorsing it or its products;
May not misrepresent its relationship with us;
May not present false information about our products or services; and
May not contain content that could be construed as distasteful, offensive or
controversial, and should contain only content that is appropriate for all age
groups.
8.If You Transmit or Provide Data to the Sites, It must be considered to be Non-Confidential
Confidential Client Content and information will
be handled in accordance with any applicable Additional Terms. Except as expressly agreed in the applicable
Additional Terms, we do not want to receive confidential or proprietary
information from you through the Sites. If you transmit to or post on the Sites
any such material, data, information or idea by any means, it will be treated
as non-confidential and non-proprietary and may be disseminated or used by us
for any purpose.
You are not authorized to post on or transmit to
or from the Sites any unlawful, threatening, libelous, defamatory, obscene,
scandalous, inflammatory, pornographic, or profane material, or any other
content that could give rise to any civil or criminal liability under the law.
9.Your Use of the Sites is Restricted
All right, title and interest in the Sites, the
Content and the Marks (as defined below), including any intellectual property
and proprietary rights, are owned exclusively by VRI. The Sites and Content are copyrighted and
protected by U.S. and worldwide copyright and other intellectual property laws and treaty
provisions. In addition, the Content is protected by trademark laws, the laws
of privacy and publicity, and other applicable regulations and statutes.
You may not, and you may not permit any of your
personnel to, (a) distribute, rent, lease, subcontract, operate or otherwise
grant access to, or use, the Sites or the Content for the benefit of any third
party, (b) decompile, disassemble, reverse engineer or translate or change,
modify or otherwise alter the Sites or any technology accessible thereon or (c)
interfere with or alter the Sites or gain access to any other services,
hardware or networks owned, maintained or operated by VRI. You represent, warrant and covenant that you
will use the Sites and the Content only for non-commercial, authorized and
legal purposes, consistent with all applicable laws, rules, regulations and the
proprietary rights of third parties and these Terms and any applicable
Additional Terms.
Neither the Site, nor any Content owned, operated,
licensed or controlled by us may be copied, reproduced, republished, modified,
uploaded, posted, transmitted, or distributed in any way. You also may not,
without our permission, "mirror" any material contained on the Sites on
any other server. The sole exceptions to these restrictions are:
you obtain written permission from us to waive these restrictions; or
you may download one copy of the Content for informational and personal use
only, provided you keep intact all copyright and other proprietary notices and
do not modify, and will not copy or post, the Content on any network computer
or broadcast in any media.
If you violate these restrictions, you may be
subject to civil and criminal penalties. If we waive these restrictions in
accordance with these Terms, the permission terminates automatically if you
breach these Terms.
10.Use Of the Marks Is Restricted
The trademarks, service marks, logos, trade
names and trade dress (collectively, the “Marks”) used and displayed on the Sites
are our registered and unregistered trademarks and/or the registered or
unregistered trademarks of our licensors. You may not use, and nothing on the Sites
should be construed as granting any license or right to use any of the Marks,
without our prior written permission. The Marks may not be used in any way,
including in advertising or publicity pertaining to distribution of materials
on the Sites, without prior written permission. You are not authorized to use any
of the Marks as a hyperlink to the Sites unless you obtain our prior written
permission.
11.You are Bound by Changes to these Terms
We may at any time modify, amend, revise or
replace these Terms by updating this posting. By using any of the Sites
following any such modification, amendment, revision or replacement, you agree
to be bound by the terms thereof and should therefore periodically visit this
page to determine the then-current Terms to which you are bound.
12.You Agree to Indemnify Us for Using the Sites
You agree to indemnify, defend and hold harmless
VRI, its officers, directors, employees, agents, licensors, suppliers and any
third party information providers from and against all losses, expenses,
damages and costs, including reasonable attorneys' fees, resulting from any
violation of these Terms or use of the Sites by you.
13.Miscellaneous
Our failure to insist upon or enforce strict
performance of any provision of these Terms shall not be construed as a waiver
of any provision or right. You agree
that no joint venture, partnership, employment or agency relationship exists
between you and VRI as a result of these Terms, any Additional Terms or your
use of the Sites. Neither the course of
conduct between the parties nor trade practice shall act to modify any
provision of these Terms. We may assign our rights and duties under these Terms
to any party at any time without notice to you. All notices, demands and other
communications hereunder shall be in
writing, provided that VRI may provide notice to you by posting announcements
to the Sites. Except with respect to
that body of law relating to conflicts of law, the laws of the State of
New Jersey shall govern these Terms. The parties agree to submit
to jurisdiction and venue in the State of New Jersey
and in the U.S. district courts located therein. If any
provision of these Terms or the application thereof to any person or
circumstances shall to any extent be invalid or unenforceable, the remainder of
these Terms, or the application thereof to any person or circumstances other
than those as to which it is invalid or unenforceable, shall not be affected
thereby, and each provision of these Terms shall be valid and enforced to the
fullest extent of the law. These Terms, together with any Additional Terms,
constitutes the complete agreement between
the parties and supersedes all previous communications and representations or
agreements, either oral or written, with respect to the subject matter
hereof. Sections 2, 3, 10, 12, 13 and
such other provisions that, by their terms, should survive any termination or
expiration of these Terms, shall survive any termination or expiration of these
Terms. The headings and titles in these
Terms are for convenience only and shall not have any legal or contractual effect.
