This Agreement governs your use of the http://www.victorsandspoils.com website and, unless otherwise stated, your use of any other website owned or operated by V&S, as well as all services and other functionality provided through those websites (collectively, “V&S Websites”) .
Agreement to Terms
You must be 18 years or older to access or use the V&S Websites. If you are under 18, then You may not use or access the V&S Websites. By accessing or using the V&S Websites, You represent that You are at least 18. You may access and use the V&S Websites solely for lawful purposes and only in accordance with the terms of this Agreement You are required to agree to before being given access to any specific areas of the V&S Websites (any such additional agreements are in addition to this Agreement and will govern your use of the portions of the V&S Websites to which those additional agreements apply in the event of a conflict between the terms of this Agreement and those additional agreements). V&S reserves the right at any time and in its sole discretion to modify, suspend, or discontinue the V&S Websites (or any portion thereof) with or without notice.
During the term of this Agreement, V&S grants you a limited right to access and make personal use of the V&S Websites solely for your own use in connection with your own purposes. Your rights to use the V&S Websites are personal, non-exclusive, non-transferable and non-sublicensable. You may not download (other than page caching) or modify any portion of the V&S Websites, except as specifically authorized on the V&S Websites or otherwise with our express written consent. This right does not include any resale or commercial use of the V&S Websites, or the contents of the V&S Websites; any derivative use of the V&S Websites and/or its respective contents; any downloading or copying of account information for the benefit of a third party not authorized by us; or any use of data mining, robots, or similar data gathering and extraction services. The V&S Websites and/or any portion thereof, may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent.
You acknowledge that the V&S Websites and the databases, software, hardware and other technology used by or on behalf of V&S to provide and operate the V&S Websites (the “Technology”) and their structure, organization, and underlying data, information and source code constitute valuable trade secrets of V&S. You will not, and will not permit any third party to: (1) access or use the V&S Websites, in whole or in part, except as expressly provided in this Agreement; (2) use the V&S Websites in any unlawful manner or in any other manner that could damage, disable, overburden or impair the V&S Websites; (3) use automated scripts to collect information from or otherwise interact with the V&S Websites; (4) use the V&S Websites to intimidate or harass any other people or entities; alter, modify, reproduce, create derivative works of the V&S Websites or Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of your rights to access or use the V&S Websites, including, without limitation, providing outsourcing, service bureau, hosting, application service provider or on-line services to third parties, or otherwise make the V&S Websites or access thereto, available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of or any trade secrets embodied in the V&S Websites or any Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the V&S Websites; or (8) interfere in any manner with the operation or hosting of the V&S Websites or attempt to gain unauthorized access to the V&S Websites. You will not allow any access to or use of the V&S Websites other than authorized use through your account.
You may be required to create an account and specify a password to use certain features on the V&S Websites. You agree to provide, maintain and update true, accurate, current and complete information about yourself as prompted by the registration processes. You may not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person's username, password, or other account information.
You acknowledge that You are fully responsible for all costs, fees, liabilities or damages incurred, and material transferred, stored, modified or shared through use of your account (whether lawful or unlawful). You acknowledge that any services ordered or transactions completed through your account will be deemed to have been lawfully completed by you. In no event will V&S be liable for the foregoing obligations or the failure by you to fulfill such obligations. You will be solely responsible, at your own expense, for acquiring, installing and maintaining all hardware, software and other equipment as may be necessary for you to connect to, access, and use the V&S Websites.
You are entirely responsible for maintaining the confidentiality of your password and your account. And you are entirely responsible for all activity made by you or anyone that uses your account. You agree to safeguard your password from access by others. If you believe that your account has been compromised, you must immediately contact V&S via email or U.S. mail at the address specified at the end of this Agreement. You agree to indemnify and hold harmless V&S for losses incurred by V&S or another party due to someone else using your account as a result of your failure to use reasonable care to safeguard your password.
If you are an organization, then the individual who establishes your account (the “Account Authority”) will have control over your account. If You are an individual, then You will be the Account Authority for your account, unless you designate a different Account Authority as specified below. The Account Authority may: (a) add or remove new users to or from the account; (b) grant or revoke permissions for users under the account; (c) direct V&S in the case of any dispute among your users; (d) receive notices and other communications from V&S; and (e) take such other actions as V&S may provide to Account Authorities through the V&S Websites. There must be one and only one Account Authority for each account at all times. The Account Authority may be changed (i) by an email sent to V&S from the registered email address of the current Account Authority; or (ii) by bona fide legal written notice provided to V&S by you. It is your responsibility to properly designate a new Account Authority whenever appropriate. In the event of a dispute where multiple persons claim to be the rightful Account Authority, V&S reserves the right, at its election and in its sole discretion, to (1) suspend all access to your account until the Account Authority is properly designated to V&S’s sole satisfaction, or (2) terminate your account and delete your content (as defined below).
Content Posted or Submitted by You
All artwork, presentations, drawings, sketches, writings, photography, films, digital materials, ideas, inventions, concepts, designs, text, plans, information, data, or other content or material (“Content”) that you may provide to V&S or through the V&S websites and all other results and proceeds of any services you may perform for V&S or any V&S client that you author, conceive, develop, produce or procure at any time, including, without limitation, all intellectual property rights therein throughout the world and all elements thereof and all materials incorporated therein and all preliminary or other copies thereof, whether such materials and elements were conceived or created by you individually or jointly, and whether such materials and elements are included in or related to any initial submission you may make or, if you are requested to perform any additional rounds of services, such additional rounds of services, and all related materials and elements, shall all be referred to collectively herein as your “Content.” All copyrights included in any Content shall to the greatest extent possible under applicable law be considered “works made for hire,” with all rights therein, including, without limitation, the exclusive copyright, being the property of V&S or the applicable V&S client. In the event that any such copyrights in any Content are considered not to be a “work made for hire,” and to the extent the Content includes any other intellectual property or proprietary rights, you agree to and hereby do assign to V&S all right, title, and interest in and to such Content, including, without limitation, all worldwide intellectual property rights therein and related thereto. For purposes of clarity, you understand that V&S or the V&S Client has the right to edit, alter, or modify the Content as it so chooses. You agree that you have no interest in any Content that you submit to V&S, including, without limitation, any security interest therein, and hereby release to V&S any interest therein (if any) which may be created by operation of law. In addition, you waive the benefit of any provision of law known as droit moral or moral rights, or any similar or analogous law or decision in any country of the world. You agree to execute and deliver any additional documents and paperwork that V&S may reasonably request (if any) in order to evidence the grant of rights contained in this Agreement.
Content Posted by Other Users
V&S is not responsible for, and does not endorse, Content or any opinion, recommendation, or advice expressed by others in any posting made by other users on the V&S Websites. Under no circumstances shall V&S be held liable, directly or indirectly, for any loss or damage caused or alleged to have been caused to you in connection with any Content posted by a third party on the V&S Websites. If you become aware of misuse of the V&S Websites by any person, please contact V&S via email or U.S. mail at the address specified at the end of this Agreement. If you feel threatened or believe someone else is in danger, you should contact your local law enforcement agency immediately.
Activities Prohibited on the V&S Websites
The following is a partial list of the kinds of conduct that are illegal or prohibited on the V&S Websites. V&S reserves the right to investigate and take appropriate legal action against anyone who, in V&S's sole discretion, engages in any of the prohibited activities. Prohibited activities include - but are not limited to - the following:
V&S reserves the right, at its sole discretion, but is not obligated to do any or all of the following:
V&S TRADEMARKS AND COPYRIGHTS
All content included or available on the V&S Websites, including the site design, text, graphics, interfaces, and the selection and arrangements thereof is protected by copyright or other intellectual property laws and is owned or controlled by V&S (unless otherwise noted). V&S and/or its licensors retain all right, title and interest in and to all patent rights, trademarks, inventions, copyrights, know-how and trade secrets relating to the V&S Websites.
Additionally, all trademarks, logos, and service marks displayed on the V&S Websites are registered and unregistered Trademarks of V&S and/or third parties who have authorized their use (collectively the "Trademarks"). You may not use, copy, reproduce, republish, upload, post, transmit, distribute, or modify these Trademarks in any way. V&S will aggressively enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution. V&S neither warrants nor represents that your use of materials displayed on the V&S Websites will not infringe rights of third parties not owned by or affiliated with V&S. Use of any materials on the V&S Websites is at your own risk.
Except as expressly provided in the "Limited Right" section above, your use of and access to the V&S Websites does not grant you any license or right to use any of V&S’ Trademarks, trade names or copyrights.
If you believe any Content on the V&S Websites infringes your copyright, you may request removal of such Content (or access thereto) from the V&S Websites by contacting V&S's Copyright Agent (designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. §512(c)(2)) at the address set forth at the end of this document and providing the following information:
V&S’ copyright agent for notice of claims of copyright infringement can be reached as follows:
Name: Chief Operating Officer
Address: 1904 Pearl Street
Telephone: (720) 305-9822
In an effort to protect the rights of copyright owners, it is the policy of V&S to terminate the account or accounts of suspected infringers on V&S Websites in appropriate circumstances and at the sole discretion of V&S.
All software accessed and used by you through the V&S Websites is only licensed for your personal use pursuant to the terms of this Agreement. The software is the property of V&S and V&S shall retain full title and ownership rights in and to the software, including translations, modified forms, derivative works or copies of the forgoing that may be created by or for the benefit of you. You agree to use the software only for your own personal and internal business purposes. You agree not to decompile, disassemble or reverse engineer any V&S software or attempt to do so. You shall not copy, transfer, lend, sell, rent, lease or otherwise use the V&S software except as expressly permitted by this agreement. You shall not use a V&S software product in conjunction with any non-V&S product that decompiles or recompiles the V&S software or in any way creates a derivative or modified copy of the V&S software. You shall not take or permit any action that would enable yourself or any third party to claim any right, interest or ownership of any version, translation, compilation, modification or derivative work of any portion of the V&S software.
The V&S Websites may include services or functionality developed, provided, or maintained by third-party service providers (“Third Party Services”). In addition to the terms of this Agreement, your access to and use of any Third Party Services is also subject to any other agreement separate from this Agreement that You may enter into (or may have entered into) relating to those Third Party Services (each, a “Third Party Service Agreement”). The terms of any Third Party Service Agreement will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms of this Agreement. Except as set forth in this Agreement, the terms of any Third Party Service Agreement will control in the event of a conflict between the terms of this Agreement and that Third Party Service Agreement. All other Third Party Services will be subject to the terms of this Agreement. Third Party Services may be subject to additional fees as set forth on the V&S Websites. Notwithstanding the terms of any Third Party Services Agreement, V&S may change, modify, replace or discontinue any Third Party Service at any time and without notice to You. Except as expressly set forth in this Agreement or any Third Party Service Agreement, You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Third Party Services.
The V&S Websites may contain hyperlinks to third-party websites. V&S does not control or endorse these third-party websites or any goods or services sold on those websites. Some of these websites may contain materials that are objectionable, unlawful, or inaccurate. You acknowledge and agree that V&S is not responsible or liable for any content or other materials on these third party websites.
Governing Law and Severability
Warranties AND DISCLAIMER
You hereby represent, warrant, and covenant for the benefit of V&S that: (a) you have the legal right and authority to enter into this Agreement, and, if you are accepting this Agreement on behalf of a company or other entity, to bind the company or other entity to the terms of this Agreement; (b) you have the legal right and authority to perform your obligations under this Agreement and all services you perform for V&S or any V&S client; (c) you have all necessary right, title, interest and consents necessary to grant the rights and licenses and make the assignments described in this Agreement and in any applicable additional agreement You enter into in connection with any of the Services; (d) your Content, and any other data, information or content You provide to V&S in connection with this Agreement and your access to the V&S Websites, is correct and current; and (e) your use of and access to the V&S Websites will comply at all times with all applicable laws, rules, and regulations of any jurisdiction and will not cause V&S to violate any applicable laws, rules, and regulations of any jurisdiction.
The V&S Websites are provided on an "as is" basis. TO THE FULLEST EXTENT PERMITTED BY LAW, V&S, ITS PARENT, SUBSIDIARIES, AND AFFILIATES (THE "V&S ENTITIES"), AND EACH OF THEIR AGENTS, CLIENTS, REPRESENTATIVES AND SERVICE PROVIDERS, DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. The V&S Entities, their agents, clients, representatives and service providers cannot and do not guarantee or warrant that: (a) the V&S Websites will be reliable, accurate, complete, or updated on a timely basis; (b) the V&S Websites will be free of human and machine errors, omissions, delays, interruptions or losses, including loss of data; (c) any files available for downloading from the V&S Websites will be free of infection by viruses, worms, Trojan horses, or other codes that manifest contaminating or destructive properties; (d) any Content you post on the V&S Websites will remain on the V&S Websites; or (e) the functions or services performed on the V&S Websites will be uninterrupted or error-free or that defects in the V&S Websites will be corrected.
SOLE REMEDY; Limitation of Liability
THE V&S ENTITIES', THEIR AGENTS', CLIENTS’, REPRESENTATIVES' AND SERVICE PROVIDERS' ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO ANY DISPUTE WITH RESPECT TO YOUR USE OF THE V&S WEBSITES OR ANY CONTENT OR SUBMISSION (OR REVISED CONTENT OR SUBMISSION) YOU MAY MAKE IS TO DISCONTINUE YOUR USE OF THE V&S WEBSITES. THE TOTAL CUMULATIVE LIABILITY OF THE V&S ENTITIES OR THEIR SERVICE PROVIDERS IN CONNECTION WITH THIS AGREEMENT AND THE V&S WEBSITES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED $10.
THE V&S ENTITIES, THEIR AGENTS, CLIENTS, REPRESENTATIVES AND SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING FROM YOUR USE OF THE V&S WEBSITES, ANY SUBMISSION OR CONTENT (OR REVISED SUBMISSION OR CONTENT) YOU MAY MAKE IN CONNECTION WITH ANY PROJECT, OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR USE OF THE V&S WEBSITES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.
THESE EXCLUSIONS FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, AND EXEMPLARY DAMAGES INCLUDE, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF THE V&S ENTITIES, THEIR AGENTS, CLIENTS, REPRESENTATIVES AND SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UPON WHICH THE CLAIM IS BASED.
YOU AGREE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND ACKNOWLEDGE THAT V&S WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE V&S ENTITIES', THEIR AGENTS', CLIENTS’, REPRESENTATIVES' AND SERVICE PROVIDER'S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
You agree to pay V&S any fees incurred through the V&S Websites and your account in connection with any services or products obtained through the V&S Websites (“Fees”). Any Fees will be incurred and billed as indicated on the V&S Websites. If the V&S Website does not specify any applicable billing terms, the initial payment of such Fees will be due and payable by you in advance. If you specify credit card or direct withdrawal from a bank account as an applicable payment mechanism, you grant V&S the right to charge the credit card or debit the bank account provided to V&S for all Fees incurred under this Agreement. All Fees will be non-refundable once paid to V&S (including upon any termination or suspension of this Agreement). Until paid in full, all past due amounts will bear an additional charge of the lesser of 1½% per month or the maximum amount permitted under applicable law. V&S may change any portion of any applicable Fees by posting the changes to the V&S Websites or otherwise notifying You through the V&S Websites of the change, such changes to take effect at the beginning of the next period of this Agreement. If V&S requires use of collection agencies, attorneys, or courts of law for collection on Your account, You will be responsible for those expenses. You will be responsible for all use, sales, and other taxes imposed on the Services provided under this Agreement.
The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado U.S.A. as such laws apply to contracts between Colorado residents performed entirely within Colorado. Each party agrees that it will only bring any action or proceeding arising from or relating to this Agreement in a federal court in the District of Colorado, U.S.A. or in state court in Denver, Colorado, U.S.A., and You irrevocably submit to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts by V&S.
Unless you otherwise tell V&S in writing, V&S will communicate with you by email (using the email you provided to V&S during the registration process, as amended by you) or by posting communications on the V&S Websites. You consent to receive communications from V&S electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication 24 hours after V&S send it to the email address you have provided to V&S (unless the sender is notified that the email address is invalid), or when V&S post such communication on the V&S Websites. You must keep your email address updated, and you must regularly check the V&S Websites for postings. V&S may also give you legal notice to the address provided during the registration process (as amended by you). In such case, notice shall be deemed given three days after the date of mailing.
V&S prefer all notices sent to V&S concerning this Agreement via email to email@example.com. Alternatively U.S. mail may be sent to:
Victors and Spoils, Inc.
1904 Pearl Street
Boulder, CO 80302
Unless otherwise amended as provided herein, this Agreement will exclusively govern your access to and use of the V&S Websites and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties, regarding your access to and use of the V&S Websites. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a subsequent agreement agreed to by both parties. All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. Neither this Agreement nor any of your rights or obligations hereunder may be assigned or transferred by you (in whole or in part and including by sale, merger or operation of law) without the prior written approval of V&S. Any assignment in violation of the foregoing will be null and void. V&S may assign this Agreement to any party that assumes V&S’s obligations hereunder. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers, and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.