TERMS OF SERVICE GENERAL PROVISIONS
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This Terms of Service Agreement ("Agreement") is entered into between you ("Client") and VinterActive, LLC ("VinterActive") and is made effective as of the date of your use of this website ("Site") or the date of electronic acceptance or the date of the order (“Effective Date”). This Agreement sets forth the general terms and conditions of your use of the Site and the products and services purchased or accessed through this Site as further described below in the Recitals (individually and collectively,“VinterActive Services”), and is in addition to (not in lieu of) any specific terms and conditions that apply to the particular Services.
Your use of this Site and your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with the following policies and agreements, which are incorporated herein by reference:
VinterActive Acceptable Use Policy http://www.vinteractive.com/acceptable-use
The terms “you,” “your,” “User,” or “Client” shall refer to any individual or entity who accepts this Agreement, has access to your account or uses the Services. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
VinterActive may, in its sole and absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised. Your use of this Site or the Services after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services. VinterActive may occasionally notify you of changes or modifications to this Agreement or to your Services by email. It is therefore very important that you keep your account (“Account”) information current. VinterActive assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.
TERMS OF LICENSE
VinterActive is a service provider that offers access to, and use of, certain applications including its winery ecommerce and online marketing services ("VinterActive Services") and implementation support to initiate access and use as defined in the VinterActive Site and online store. Client wants to retain VinterActive to allow Client to access and use the VinterActive Services under the terms and conditions set forth in this Agreement.
THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, Client and VinterActive agree to the foregoing and as follows:
1. ARTICLE 1—GENERAL
1.1. Overview of Agreement. This Agreement represents the terms and conditions under which VinterActive shall provide Client access to and use of the VinterActive Services package or packages subscribed to as shown in the VinterActive website and online store, which may be amended from time to time to reflect additional or amended VinterActive Services ordered by Client and as set forth above. VinterActive Services shall be provided to Client via the Internet'sWorld Wide Web. Additional VinterActive Servicesmay be procured underthe terms of this Agreement. Any attempt to alter or amend the terms and conditions contained in this Agreement through conflicting or inconsistent terms in any other document shall be void and of no force and effect.
2. ARTICLE 2—VINTERACTIVE SERVICES
2.1. Access Rights. During the term of this Agreement, Client will have a limited, revocable, non-transferable and non-exclusive license for Client and Client's employees ("Authorized Users") to use the VinterActive Services Package and related documentation solely for Client's business purposes consistent with the terms and conditions of this Agreement. VinterActive will issue to one Authorized User ("VinterActive Administrator") an individual logon identifier and password ("Administrator's Logon") for purposes of administering the VinterActive Services Package. Client acknowledges and agrees that only its VinterActive Administrator shall be authorized to bind Client in connection with any service provided to Client under this Agreement. Using Administrator's Logon, the VinterActive Administrator shall assign each remaining Authorized User a unique logon identifier and password and assign and manage the business rules that control each such Authorized User's access to the VinterActive Services Package. Client shall use all reasonable efforts to ensure that each Authorized User :
(a) will be responsible for the security and use of his or her logon identifier; (b) will not disclose such logon identifier to any person or entity; (c) will not permit any other person or entity to use his or her logon identifier; (d) will use the VinterActive Services Package consistent with the assigned business rules; and (e) will use the VinterActive Services Package in accordance with the terms and conditions of this Agreement. Client will be responsible for: (f) advising each Authorized User of his or her obligations under this Agreement and of the license restrictions set forth in this Agreement; and (g) any and all costs and expenses incurred through the authorized use of Client's Logon. VinterActive reserves the right to deny, suspend, or revoke access to the VinterActive Services, in whole or in part, if VinterActive reasonably believes Clientor its Authorized Users are in breach of this Agreement or are otherwise using or accessing the VinterActive Services in any manner that is inconsistent with the terms and conditions of this Agreement.
2.2. Restrictions. The Client is expected to be familiar with and to practice good Internet etiquette (“Netiquette”). The Client will comply with the rules appropriate to any network to which VinterActive may provide access.
Client acknowledges and agrees that Client and its Authorized Users:
(a) Will comply with this Agreement and all applicable local, state, national and international laws, rules and regulations.
(b) Will not not post, transmit, or permit Internet access to information you desire to keep confidential.
(c) Will not collect or harvest (or permit anyone else to collect or harvest) any User Content (as defined below) or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent.
(d) Will not advertise services or sites via IRC or USENET in clear violation of the policies of the IRC channel or USENET group.
(e) Will not use this Site or the Services in a manner (as determined by VinterActive in its sole and absolute discretion) that:
- Is illegal, or promotes or encourages illegal activity;
- Promotes, encourages or engages in child pornography or the exploitation of children;
- Promotes, encourages or engages in terrorism, violence against people, animals, or property;
- Promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;
- Infringes on the intellectual property rights of another User or any other person or entity;
- Violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity;
- Interferes with the operation of this Site or the Services found at this Site;
- Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or
- Contains false or deceptive language, or unsubstantiated or comparative claims, regarding VinterActive or VinterActive’s Services.
Further, Client agrees that Client and its Authorized Users:
(a) Will not sell, lease, license or sublicense the VinterActive Services;
(b) Will not modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the VinterActive Services in any way for any reason;
(c) Will not provide, disclose, divulge or make available to, or permit use of the VinterActive Services by, any third party;
(d) Will not copy or reproduce all or any part of the VinterActive Services (except as expressly provided for herein);
(e) Will not interfere, or attempt to interfere, with the VinterActive Services in any way;
(f) Will not engage in spamming, mail bombing, spoofing or any other fraudulent, illegal or unauthorized use of the VinterActive Services;
(g) Will not knowingly introduce into or transmit through the VinterActive Services any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design;
(h) Will not remove, obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the VinterActive Services; and
(i) Will not engage in or allow any action involving the VinterActive Services that is inconsistent with the terms and conditions of this Agreement.
2.3. Non-Exclusivity. The parties acknowledge and agree that VinterActive is providing access to and use of the VinterActive Services to multiple Clients and that such services are non-exclusive.
2.4. Availability. VinterActive shall use commercially reasonable efforts to attempt to provide this Site and theVinterActive Services available on a twenty-four (24) hours a day, seven (7) days a week basis.
Client acknowledges and agrees that from time to time this Site and the VinterActive Services may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that VinterActive undertakes from time to time; or causes beyond VinterActive’s reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. Client acknowledges and agrees that VinterActive has no control over the Internet, the availability of this Site, or the Services on a continuous or uninterrupted basis, and that VinterActive assumes no liability to Client or any other party with regard thereto.
2.5. VinterActive's Licensors.
2.5.1. Terms and Conditions applicable to services provided by VinterActive's Licensors. Client acknowledges and agrees that VinterActive Services are provided, in some cases, by third party Licensors to VinterActive (hereinafter “Third Party Licensors”). For all VinterActive Services contained in the VinterActive Service Package that are provided by Third Party Licensors to VinterActive, Client agrees with and shall abide by all Third Party Licensor terms and conditions, if any. Such Third Party Licensor terms and conditions are available upon request (the “Additional Terms and Conditions”). Any Additional Terms and Conditions are in addition to and supplement the terms and conditions provided in this Agreement. Client acknowledges and agrees that it will be subject to all Additional Terms and Conditions and that all such Additional Terms and Conditions shall be incorporated into the terms and conditions of this Agreement as if set forth fully herein. Client further agrees that it will be subject to all Additional Terms and Conditions where Client elects to add services to its VinterActive Services Package.
2.5.2. Changes to VinterActive Licensors. Client acknowledges that VinterActive may, at its sole discretion, change any Third Party Licensors that provide services under this Agreement, or add or delete discrete services from the VinterActive Services. VinterActive agrees to use reasonable efforts to prevent any service interruptions associated with VinterActive's decision, if any, to change Third Party Licensors. In the event that VinterActive changes Third Party Licensors, VinterActive may provide Client with notification of changes by email as set forth in this Agreement in Third Party Licensors and refer Client to information posted on VinterActive's website relative to that change which shall become Additional Terms and Conditions for the purposes of this Agreement.
3. ARTICLE 3—FEES; PAYMENT TERMS
3.1. Set-up and Usage Fees. Client shall pay any set-up fees, service fees, monthly fees and any taxes according prices currently posted in the VinterActive online store.
Fee amounts are subject to change at any time, at VinterActive's sole discretion. Client shall pay all amounts due under any invoice to VinterActive within thirty (30) calendar days of due date.
3.2. Late Payments. If Client fails to pay any fees by the applicable due date, VinterActive will have the right to: (a) assess late charges in an amount equal to the greater of five percent (5%) per month or the maximum allowable under applicable law; AND (b) suspend access to any or all of the VinterActive Services and/or performance of the services provided by VinterActive hereunder AND or terminate this Agreement.
Any such suspension or termination will not relieve Client from paying any outstanding fees plus interest and late charges. Client will be responsible for any costs associated with collecting such fees including, without limitation, legal costs, attorneys' fees, court costs and collection agency fees.
3.3. Taxes. Client will pay or reimburse VinterActive for all sales, use, transfer, privilege, excise and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the performance by VinterActive under this Agreement, excluding, however, income taxes or gross receipts taxes which may be levied against VinterActive. Such taxes may be reflected on Client invoices.
4. ARTICLE 4—LIMITED WARRANTIES
4.1. Client Warranty. Client represents and warrants to VinterActive that: (a) Client has the authority to enter into this Agreement and perform its obligations under this Agreement; (b) Client and its Authorized Users will only use the VinterActive Services for lawful purposes and will not violate any law of any U.S. state, country or the intellectual property rights of any third party; and (c) Client warrants that it is not located in a country where export or re-export of the contents of information received via the Internet is prohibited. Should Client receive notice of any claim regarding VinterActive Services, Client shall promptly provide VinterActive with a written notice of such claim.
4.2. VinterActive Warranty. VinterActive warrants that: (a) VinterActive has the authority to enter into this Agreement and perform its obligations under this Agreement; and (b) VinterActive will perform the services required under this Agreement in a professional and workmanlike manner.
4.3. Disclaimer. EXCEPT AS OTHERWISE SET FORTH HEREIN, VINTERACTIVE MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY REGARDING OR RELATING TO ANY OF THE SERVICES AND ACCESS TO OR USE OF THE VINTERACTIVE SERVICES PROVIDED TO CLIENT UNDER THIS AGREEMENT. VINTERACTIVE SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
5. ARTICLE 5—LIMITATION OF LIABILITY
5.1. IN NO EVENT SHALL VINTERACTIVE, ITS EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO CLIENT OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, AND (X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF CLIENT’S USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT VINTERACTIVE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL VINTERACTIVE’S TOTAL AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE PARTICULAR SERVICES THAT ARE THE SUBJECT OF THE CAUSE OF ACTION.
THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CLIENT’S USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.
6. ARTICLE 6—INDEMNIFICATION
6.1. Client agrees to protect, defend, indemnify and hold harmless VinterActive employees, agents, and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by VinterActive directly or indirectly arising from (i) Client’s use of and access to this Site or the Services found at this Site; (ii) Client’s violation of any provision of this Agreement or the policies or agreements which are incorporated herein; and (iii) Client’s violation of any third-party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or Client’s use of this Site or the Services found at this Site.
7. ARTICLE 7—CONFIDENTIAL INFORMATION
7.1. "Confidential Information" includesthe terms of this Agreement, any software provided by VinterActive under this Agreement, the logon identifiers and/or passwords provided to Client and each Authorized User, the prices and fees charged under this Agreement, the customer data collected by VinterActive systems, any other materials marked confidential by Client or VinterActive and any other information conveyed under this Agreement that is identified in writing as confidential at the time of its conveyance. Each party acknowledges and agrees that: (a) the Confidential Information constitutes valuable trade secrets of VinterActive or the partyowning such Confidential Information; (b) it will use Confidential Information solely in accordance with the provisions of this Agreement; and (c) it will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party's prior written consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party's Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information, which will in no event be less than a reasonable degree of care. Confidential Information will not include information that is: (d) publicly available; (e) already in the other party's possession and not subject to a confidentiality obligation; (f) obtained by the other party from any source without any obligation of confidentiality; (g) independently developed by the other party without reference to the disclosing party's Confidential Information; or (h) required to be disclosed by order of a court or other governmental entity; provided no less than ten (10) days written notice is given to the party owning such Confidential Information so that such party may obtain a protective order or other equitable relief.
8. ARTICLE 8—PROPRIETARY RIGHTS: INTELLECTUAL PROPERTY
8.1. No right, title or interest of intellectual property or other proprietary rights in and to the VinterActive Services and other products or services made available under this Agreement is transferred to Client hereunder. VinterActive and its Third Party Licensors retain all right, title and interests, including, without limitation, all copyright, trade secret, intellectual property and other proprietary rights in and to the VinterActive Services and/or other products or services provided under this Agreement. Client will retain all right, title and interest to the documents created by Client using the VinterActive Services, subject to any rights of VinterActive in underlying works from which such documents were derived.
9. ARTICLE 9—TERM AND TERMINATION
9.1. Cancellation Procedure. Either party may cancel a VinterActive Service at will, at any time during the term of this Agreement, with or without cause, by written notice given to the other party not less than thirty (30) days prior to the effective date of such termination.
9.2. Term. This Agreement will commence as of the Effective Date and shall continue thereafter on a month to month basis unless terminated pursuant to Section 9.1, 9.3 or 9.4.
9.3. Termination by VinterActive. VinterActive shall have the right, upon written notice to Client, to terminate this Agreement if: (a) Client fails to timely pay VinterActive any amount due to VinterActive under this Agreement; (b) Client materially breaches any term or condition this Agreement, provided such breach is not cured by Client within thirty (30) calendar days following VinterActive's notice to Client of such breach; or (c) Client (i) terminates or suspends its business activities; (ii) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes.
9.4. Termination by Client. Client will have the right, upon written notice to VinterActive, to terminate this Agreement if VinterActive is in material breach of this Agreement and VinterActive fails to remedy such material breach within thirty (30) calendar days of its receipt of such written notice.
9.5. Obligations upon Termination or Expiration and Non-Renewal. Upon the expiration and non-renewal or termination of this Agreement for any reason: (a) Client's access to, and use of, the VinterActive Services will terminate; (b) Client will return to VinterActive any and all VinterActive Services, equipment, software, documentation or other deliverables provided to Client by VinterActive including any copies thereof held by Client; (c) VinterActive will deliver to Client all Client documents, Client data and other materials stored by Client on the VinterActive Network; and (d) each party shall return any and all Confidential Information in its possession to the party that disclosed such Confidential Information and provide written verification of same.
9.6. Survival. Any provisions of this Agreement that by their nature should survive termination of this Agreement will survive termination of this Agreement, including but not limited to Articles 6, 7, and 8.
10. ARTICLE 10—MISCELLANEOUS
10.1. Notices. Any written notice required or permitted to be delivered pursuant to this Agreement will be in writing and will be deemed delivered: (a) upon delivery if delivered in person; (b) five (5) business days after deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid; (c) upon transmission if sent via telecopier, with a confirmation copy sent via overnight mail; (d) one (1) business day after deposit with a national overnight courier, in each case addressed, in the case of Client, the address listed in VinterActive's records, or in the case of VinterActive, to. 9940 Starr Rd. #130 Windsor, CA 95492, USA
10.2. Assignment. Client will not assign or otherwise transfer this Agreement, in whole or in part, nor delegate or subcontract any of its rights or obligations hereunder, without VinterActive's prior written consent, which consent may be withheld, delayed or conditioned in VinterActive's discretion. VinterActive will have the right to assign this Agreement, in whole or in part, to a third party at any time upon written notice to Client.
10.3. Force Majeure. Neither party shall have any liability to the other or to third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control including, without limitation, acts of God or nature, actions of the government, fires, floods, strikes, civil disturbances or terrorism, or power, communications, satellite or network failures.
10.4. Waiver. Any waiver or modification of this Agreement will not be effective unless executed in writing and signed by an authorized representative of VinterActive and Client. The parties expressly disclaim the right to claim the enforceability or effectiveness of: (a) any amendments to this Agreement that are not executed by an authorized representative of VinterActive and Client; (b) any oral modifications to this Agreement; and (c) any other amendments that are based on course of dealing, waiver, reliance, estoppel or similar legal theory. The parties expressly disclaim the right to enforce any rule of law that is contrary to the terms of this Section. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement will not be deemed to be a waiver or modification by such party of any of its rights under this Agreement.
10.5. Severability. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement, unless VinterActive in good faith deems the unenforceable provision to be essential, in which case VinterActive will have the right to terminate this Agreement in accordance with Section 10.2.
10.6. Public Announcements. Client grants VinterActive the right to use Client's name in press releases, product brochures and financial reports indicating that Client is a Client of VinterActive.
10.7. Counterparts. This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same agreement.
10.8. Third Party Beneficiaries. Client acknowledges that some VinterActive Services may be provided by Third Party Licensors. Third Party Licensors are third party beneficiaries to this Agreement, and there are no other third party beneficiaries to this Agreement.
10.9. Governing Law; Jurisdiction; Dispute Resolution with Third Party Licensors. This Agreement will be interpreted and construed in accordance with the laws of the State of California, without regard to conflict of law principles. All disputes arising out of this Agreement shall be brought only in the district and federal courts located in or for Sonoma County, California. EACH PARTY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, LOCATED IN OR FOR SONOMA COUNTY, CALIFORNIA.
10.10. Non-solicitation. Client acknowledges and agrees that the employees and consultants of VinterActive are a valuable asset to VinterActive and difficult to replace. Accordingly, Client agrees that, during the term of this Agreement and for a period of twelve (12) months after the expiration and non-renewal or termination of this Agreement, Client will not solicit or attempt to solicit any employee or consultant of VinterActive.
10.11. Security of Transactions. VinterActive has made a substantial effort to provide Client with VinterActive Services that will maintain Client's data integrity and privacy as well as the privacy and other rights of Client's consumers and other purchasers by, among other things, using Secure Socket Layer technology. Client acknowledges that conducting business on the Internet poses certain security risks, known and unknown, that are beyond the control of VinterActive. Client acknowledges and agrees to hold VinterActive harmless from and against any and all liability occasioned by the criminal or other tortuous actions of third parties against Client, VinterActive, or the data maintained by VinterActive.
10.12. Copyright Infringement - Software Piracy Policy. The VinterActive service may only be used for lawful purposes. Transmission, distribution, or storage of any information, data or material in violation of United States or state regulation or law, or by the common law, is prohibited. This includes, but is not limited to, material protected by copyright, trademark, trade secret, or other intellectual property rights.
Making unauthorized copies of software is a violation of the law, no matter how many copies you are making. If you copy, distribute or install the software in ways that the license does not allow, you are violating federal copyright law. If caught with pirated software, you or your company may be liable under both civil and criminal law, and you may be liable for up to $150,000 per infringement.
10.13. Lawful Purpose . All services may be used for lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of any applicable law, regulation, or AUP is prohibited. This includes, but is not limited to: copyrighted material or material protected by trade secret and other statute or dissemination of harmful or fraudulent content.
Using any VinterActive service or product for the purpose of participating in any activity dealing with subject matters that are prohibited under applicable law is prohibited.
Any conduct that constitutes harassment, fraud, stalking, abuse, or a violation of federal export restriction in connection with use of VinterActive services or products is prohibited. Using the VinterActive network to solicit the performance of any illegal activity is also prohibited, even if the activity itself is not performed. In addition, knowingly receiving or downloading a file that cannot be legally distributed, even without the act of distribution, is prohibited.
Servers hosted within VinterActive network are open to the public. You are solely responsible for your usage of the VinterActive network and servers and any statement you make on servers hosted within the VinterActive network may be deemed "publication" of the information entered. Acknowledging the foregoing, you specifically agree not to use our service in any manner that is illegal or libelous.
10.14. IP Address Overlap. VinterActive administers the network on which Client servers reside. The Client cannot use IP addresses, which were not assigned to them by VinterActive staff. Any server found using IPs, which were not officially assigned, will be suspended from network access until such time as the IP addresses overlap can be corrected.
10.15. Suspension. If VinterActive in its sole discretion determines that a Client's server has become the source or target of any violation concerning the VinterActive Acceptable Use Policy (AUP), VinterActive reserves the right to suspend network access to that server. While VinterActive will attempt to contact the Client before suspending network access to the Client's server(s), prior notification to the Client is not assured. In certain cases, VinterActive will contact law enforcement and other agencies regarding these activities. Clients are responsible for all charges, as well as any fees relating to the investigation, suspension, administration and handling of their servers before, during and after the suspension period.
11. Headings. The headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.
12. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.
13. Trademark and Copyright Legal Notices. VinterActive, the VinterActive logo, VinQuest, SecureWineShop, and others are trademarks and service marks of VinterActive, LLC. Other brands or product names are trademarks or service marks of their respective owners, should be treated as such, and may be registered in various jurisdictions.