Effective December 29, 2010
Acceptance of Terms
Changes In Terms
We may revise these Terms, or change, suspend or discontinue the Service at any time by posting an update to the Site, by sending you an e-mail or by other means that we deem appropriate. We may also impose limits on certain features and services or restrict your access to parts of, or the entire, Service without notice or liability. It is your responsibility to check the Terms periodically. Your continued use of the Service following any changes to the Terms will mean you accept those changes. If you do not agree to any of the updated Terms, please do not use the Service. These Terms also incorporate by reference all policies, FAQs, Privacy Policies, Copyright Policies, guides and requirements posted on the Site from time to time.
Vespoe provides an open market for artists and designers and other creative individuals to offer and sell their original products (referred to in these Terms as “Items”). Vespoe shall invite sellers to join its marketplace to set up personal shops to sell their Items and, in turn, permit each of those sellers to invite others to set up their own personal shops. All sellers shall be subject to the approval of Vespoe in our sole discretion. Users of the Service may also post comments in the blog, forum and other community venues, create and edit their public profiles, provide feedback or comments about sellers or particular Items for sale, or communicate with each other through forums or other means.
Vespoe does not obtain or transfer legal ownership of Items from a seller to a buyer, but rather provides sellers and buyers with a virtual shop in which they can conduct their transaction. Only the individual shop owner (and not Vespoe or any other shop owner) has any control over the quality, safety or legality of any of the products offered for sale through the Service, the truth or accuracy of any listing, the ability of sellers to provide Items or the ability of buyers to pay for Items. Moreover, Vespoe does not promise to screen or investigate sellers and buyers using the Service and cannot ensure that all sellers and buyers will act in a legal or ethical manner or actually complete any transaction. Vespoe does not assume any responsibility or liability for the actions, Items, and content of any seller or buyer. If you have an issue with a buyer or seller, we provide for satisfaction ratings, which can indicate users experiences with buyers and sellers. Vespoe does not actively edit or monitor such ratings, so rely on them at your own risk.
The Service is not intended for or directed to persons who are minors (typically persons under the age of 18, depending on where you live). Because Vespoe cannot prohibit minors from accessing, viewing, browsing, visiting or using the Service, it must rely on parents, guardians and those responsible for supervising minors to decide which materials are appropriate for minors to view and/or purchase. By registering with this Site, selling or purchasing Items on the Service, providing Vespoe with any information or otherwise using the Service, you represent and warrant that you are legally permitted to enter into a binding contract (18 years of age or older in most jurisdictions) or, if you are under the legal age to contract, you have the express permission from your parent or guardian and that any information you provide to Vespoe is not inaccurate, deceptive or misleading. Vespoe may, in its sole discretion, refuse to offer access to or use of the Service to any person or entity without notice and change its eligibility criteria at any time. USE OF THE SERVICE IS VOID WHERE PROHIBITED BY APPLICABLE LAW AND THE RIGHT TO ACCESS THE SERVICE IS REVOKED IN SUCH JURISDICTIONS.
If you want to list or sell any Items on the Site or through the Service, purchase any Items on the Site or through the Service or take advantage of certain other features available on the Site or through the Service, you must register with Vespoe and select a username and password. You must provide accurate and complete information when registering and keep your account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a username a name that is otherwise offensive, vulgar or obscene. We reserve the right to refuse registration of, or cancel a username in our sole discretion. You are solely responsible for the activity that occurs on your account, and for keeping your account password secure. You may never use another person’s username for Vespoe without permission. You should never publish, distribute or post login information for your account and you must notify Vespoe immediately of any breach of security or unauthorized use of your account.
Personal Shops and Listing Conditions
Registered users can create a personal shop through the Service on which they can list Items for sale. Each seller is solely responsible for all Items listed in his or her personal shop and for the compliance with all applicable, laws, rules and legal regulations. When setting up a personal shop through the Service you must choose a name for that shop. Each seller acknowledges and agrees that he or she shall not choose a name for his her personal shop that infringes any third party’s right. In such a case, Vespoe reserves the right to alter the shop name or to delete the shop. A seller, however, cannot change his or her shop name.
In addition, we require sellers to have a PayPal account to pay any fees and commissions owed to Vespoe and each seller must provide information about his or her PayPal account when setting up his or her personal shop. We also encourage sellers to set up a PayPal account as their preferred payment method, although sellers may include other payment methods supported by Vespoe at such time as payment options in their personal shops. For instance, we currently support payments by cash, money order and checks. We, however, will not support certain other payment methods, such as electronic funds transfers, credit cards and debit cards (unless supported by Paypal, such as guest checkout). If you will be charging for Items in currencies other than U.S. dollars, you must use PayPal supported methods.
Sellers may charge reasonable shipping and handling fees to cover the costs for packaging and mailing Items. Sellers and buyers may not alter an Item’s price after a sale for the purpose of avoiding Vespoe’s transaction fees, or misrepresent an Item’s location.
Sellers may want to specify policies for their personal shop, including, without limitation, policies pertaining to shipping, returns and payment. Any such policies must comply with Vespoe’s published policies. Sellers must abide by their policies and are solely responsible for the enforcement of their policies. Vespoe reserves the right to request a seller to modify its shop policies.
By listing an Item on the Site or through the Service, you agree to pay Vespoe’s fees and commissions for such listing, if any, assume full responsibility for the content of the listing and Item offered, and accept the following listing conditions:
- You represent and warrant that you and all aspects of the Item comply with Vespoe’s published policies;
- You represent and warrant that you may legally sell the Item offered;
- You may not list any Item on the Site or through the Service (or consummate any transaction that was initiated using the Service) that, by paying Vespoe any fee owed with respect to the sale of such Item, could cause Vespoe to violate any applicable law, statute, ordinance or regulation, or that violates these Terms;
- You must accurately describe any Item listed by you and all terms of sale in your personal shop;
- All information related to payment, delivery and delivery time must be complete;
- The price stated in each item listing description must be an accurate representation of the sale;
- Your listing may include text descriptions, graphics, pictures and other content relevant only to the sale of the particular Item offered and should not refer to any Items not listed on the Site or through the Service;
- Items must be listed in an appropriate category and each unique Item must have its own listing;
- If the “in stock” quantity is more than one, all Items in that listing must be identical;
- As a business person offering Items and services to consumers you are obligated to give all necessary information regarding consumer protection as required by law and to detail legal disclaimer rights if required by law;
- Your listing will not be immediately searchable by keyword or category for several hours, so Vespoe cannot guarantee exact listing locations;
- Where your listing appears in search and browse results may be based on certain factors including listing format, title, keywords, price, shipping cost, feedback and seller ratings.
Without limiting any other provision in these Terms or any other published policy of Vespoe, you agree not to list any of the following types of items in your personal shop:
- Blood, bodily fluids or body parts
- Drugs, drug-like substances, drug paraphernalia
- Embargoed goods and prohibited countries (e.g., items from Cuba)
- Firearms and/or weapons
- Fireworks, destructive devices and explosives
- Government documents, IDs, and licenses
- Illegal or counterfeit items
- Items that encourage or instruct others to engage in illegal activity
- Items that have been identified by the U.S. Consumer Products Safety Commission (CPSC) as hazardous to consumers
- Items that promote or glorify hatred, racial, religious intolerance
- Live animals, illegal animal products
- Lottery tickets, sweepstakes entries or slot machines
- Mailing lists and personal information
- Motor vehicles (automobiles, motorcycles, boats, etc.)
- Police badges or uniforms
- Pornography or obscene materials
- Prescription drugs, medical devices or other healthcare products
- Recalled items
- Real estate
- Stolen property and property with removed serial numbers
- Tobacco products
Additionally, you may not list any Item that violates your local laws, including shipping restrictions. Listings for prohibited items will be removed from the Service, and selling privileges may be suspended and/or terminated. If Vespoe removes an Item listing for violating any published policy, you are still obligated to pay any listing fee for that Item. Suspended or terminated users remain obligated to pay Vespoe for all unpaid fees and commissions.
Transactions, Payments and Disputes
Vespoe provides an open market for to offer and sell a variety of types of Items. Vespoe does not obtain or transfer legal ownership of Items from a seller to a buyer, but rather provides sellers and buyers with a virtual shop in which they can conduct their transaction. This means that when you purchase an Item on the Site or through the Service, you directly conduct a transaction with the seller and Vespoe is not a party to that transaction. If you, as a buyer, have a question about a particular transaction, including payment methods and cancellations, you should contact the seller directly. Because Vespoe does not promise to screen or investigate its users, every user must be careful in dealing with or relying on other users to avoid fraud.
How you pay for an Item will depend partly on what payment methods the seller accepts. When you are ready to check out, you will need to do so separately for each seller. At checkout, you will be asked to choose your payment method from a list of options, which, depending on the seller, may include payment through Paypal or payment by check or money order. Vespoe is not responsible for the content, operation or functionality of any third party payment processor, including PayPal. Any issues with the operation of any such third party payment processors should be directed to the specific payment processor’s support personnel in accordance with its terms of service or user agreement.
Any disputes between you and another party (including, without limitation, other users, a payment processor or a Third Party Service), should be resolved with that other party. You may contact Vespoe in the event you have a dispute with another party, but Vespoe has no obligation to resolve any such dispute or to take any actions relating to any such dispute. You agree to release and agree to indemnify and hold harmless Vespoe and its officers, directors, employees, agents, affiliates, parents and subsidiaries from and against any and all claims from any and all claims, demands, damages, obligations, losses, liabilities, costs or debts and expenses (including, without limitation, attorneys’ fees), of any type and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any disputes with other users, payment processors or other Third Party Services.
Fees and Billing
We do not currently charge any fee to become a member of Vespoe or to list Items for sale on the Site or through the Service. We charge sellers a commission based on a percentage of the sale price when a seller sells an Item that he or she listed on the Site or through the Service, whether that transaction is completed directly through the Service [or completed elsewhere after the seller and the buyer initiated contact through the Service. At the end of each calendar month, we will invoice sellers for commissions on all sales made in the previous month, based on checkouts from your personal shop. Such invoices will be sent in electronic format through the Service or to the e-mail address provided upon registering with the Site. If you are a seller, you agree to receive invoices electronically and to keep your e-mail and registration information up-to-date. When a seller lists an Item the seller will have an opportunity to review and accept the fees that the seller will be charged.
We may decide to charge for additional features or services available through or on Service, such as featured listings, or to change existing fees and commissions charged, in which case we will notify users of that change in accordance with these Terms. We may choose to temporarily change our commission/fees policy and the commissions/fees for our services for promotional events and such changes are effective when we announce the temporary promotional event on the Site or through the Service. For the avoidance of doubt, such promotional events shall not apply to any listings on the Site at the time of the announcement.
All fees and commissions are due within 30 days after any invoice date. You must pay any such fees and commissions to Vespoe through PayPal. Any amount not paid when due may bear a late payment charge, until paid, at the rate of 1.5% per month (18% per annum) or the maximum amount permitted by law, whichever is less. If your payment method fails or your account is past due, then we may collect fees and commissions owed using other collection mechanisms, including, without limitation, the retention of collection agencies and legal counsel. If a buyer fails to fulfill his or her contractual obligations or if seller accepts a return of an item from a buyer, then the seller will receive a credit note to reimburse fees and commission. To receive the credit, the seller must claim it from Vespoe by submitting reasonable evidence supporting such credit within 30 days following receipt of the invoice.
All commissions and fees are payable in US Dollars (USD). For currencies other than U.S. dollars, exchange rates shall be determined using PayPal’s exchange rates at the time of payment. You are responsible for paying any and all taxes applicable to any purchases or sales of Items you make through the Service (excluding any taxes on Vespoe’s net income) and for collecting and remitting to applicable state authorities all sales, use and other taxes that might be imposed on the sale.
If we terminate a listing on your account, if you close your account or if the payment of your fees cannot be completed for any reason, you remain obligated to pay us for all unpaid fees plus any penalties, if applicable. If your account is not paid in full and becomes past due, you risk penalties such as the suspension of privileges, the termination of your account.
The Site, the Service and all Site and Service materials, including, without limitation, the Vespoe logos, trademarks, designs, text, graphics, images, audio and video clips, software, interactive features and other works of authorship and other material provided by Vespoe, and the selection and arrangement thereof (the “Site Content”) are copyrighted and/or trademarked by Vespoe and its content providers and are protected by United States and international intellectual property laws. Except as stated herein, none of the Site Content may be modified, copied, reproduced, or distributed in any form without Vespoe’s prior written permission.
Vespoe makes no claims that the Site Content may be lawfully viewed or downloaded. Access to the Site Content may not be legal by certain persons or in certain countries. If you access the Service from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.
By uploading, posting, submitting, linking, embedding or otherwise distributing any graphics, photos, images, profiles, audio, video, data, comments, reviews or any other content (“User Content”) on the Site or through the Service, or which you otherwise provide to Vespoe, you grant Vespoe and its subsidiaries and affiliates a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, sublicensable and transferable license to use, edit, modify, reproduce, publish, distribute, prepare derivative works of, display, communicate to the public, perform, and otherwise fully exploit the User Content (in whole or in part) in connection with Vespoe’s (and its successors’ and assigns’) business, including, without limitation, for promoting and redistributing part or all of the Site and the Service in any media formats and through any media channels, including, without limitation, third party websites. Subject to the foregoing, the owner of such User Content placed on the Site or through the Service retains any and all rights that may exist in such User Content. You may request that we remove your User Content from the Site and Service, and we will use good faith efforts to remove such User Content from the then-publicly available version of the Site and Service and make no further use of such User Content. You acknowledge and agree that Vespoe has no obligation to remove any User Content from archived or cached versions of the Site or Service or to request that the User Content be removed from any Third Party Services. You covenant, represent and warrant, and can demonstrate to Vespoe’s full satisfaction upon request, that: (i) you own or otherwise control all rights to all content in your User Content, or that the content in such User Content is in the public domain; (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any content in your User Content to use such content as contemplated by these Terms and to grant the license rights set forth above; (iii) you have the permission to use the name and likeness of each identifiable individual person and to use such individual’s identifying or personal information as contemplated by these Terms; (iv) the use or other exploitation of such User Content by Vespoe and use or other exploitation by users of the Site as contemplated by these Terms will not infringe, misappropriate or violate the rights of any third party, including, without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights; and (v) you shall abide by all applicable local, state, national and international laws and regulations. You agree to indemnify and hold harmless Vespoe, its officers, directors, employees, agents, affiliates, parents and subsidiaries from and against any and all claims, demands, damages, obligations, losses, liabilities, costs or debt, and expenses (including, without limitation, attorneys’ fees) arising from or in any way connected to a breach by you of the foregoing representations and warranties.
You further understand and acknowledge that you may be exposed to User Content that may be inaccurate, offensive, indecent, or objectionable, and you agree to waive, and, by accessing the Site, you automatically waive, any legal or equitable rights or remedies you have or may have against Vespoe with respect to such User Content.
You agree that Vespoe shall have the right, but not the obligation, to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted by you; and that all information publicly posted or privately transmitted through the Service is the sole responsibility of the person from which such content originated and that Vespoe will not be liable for any errors or omissions in any content; and that Vespoe cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.
The Service may provide certain areas for users to communicate with other users, including through blogs, chat rooms, online communities, “flagging”, “liking”, “saving” or otherwise rating sellers (or buyers) and the like (collectively, "Forums"). Vespoe does not endorse the content in the Forums and specifically disclaims any responsibility or liability to any person or entity for any loss, damage, injury, claim, liability or other cause of any kind or character based upon or resulting from any material, content or other communication provided through a Forum. Vespoe reserves the right, but is not obligated, to review messages in the Forums and is not responsible for the content of any such messages. Vespoe also reserves the right, but is not obligated, to delete, edit or remove a message, in whole or in part, posted to a Forum for any reason and to exclude any user from using a Forum. Please keep in mind that when you post to a Forum, you may be disclosing certain information to others. Use your best judgment when using the Forums and carefully consider the information that you disclose in the Forums. Vespoe reserves the right to cooperate with any law enforcement, court, third party or government investigation or order requesting or directing Vespoe to disclose information posted to a Forum, or if Vespoe decides that such disclosure is in its or its users’ best interests.
Vespoe reserves the right to (a) remove, edit or modify any User Content in its sole discretion, including, without limitation, any User Content, from the Service at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such User Content or if Vespoe is concerned that you may have violated these Terms), or for no reason at all and (b) to remove or block any User Content from the Service.
As a condition of use, you agree not to use the Service for any purpose that is prohibited by these Terms. In connection with your use of the Service, you shall not (and shall not permit any third party to):
- upload, download, post, submit or otherwise distribute or facilitate distribution of any content on the Site or through the Service, including, without limitation, any User Content, that:
- infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
- you know is false, misleading, untruthful or inaccurate;
- is unlawful, defamatory, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane; or
- contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Vespoe or any third party;
- infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
- post or otherwise make available any unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
- take any action that violates any applicable law, statute, ordinance or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition or false advertising);
- take our Site Content or User Content from the Service and reformat and display them for any purpose unless you include a direct link to the Site, attribute the source of such Site or User Content to Vespoe or otherwise use a widget or tool provided or approved by Vespoe to engage in such activities;
- use, frame or utilize framing techniques to enclose any content (including the images found at this Site, the content of any text or the layout/design of any page or form contained on a page) without Vespoe’s express written consent;
- use any tags or any other “hidden text” utilizing a Vespoe name, trademark or product name without Vespoe’s express written consent;
- impersonate any person or entity, including, but not limited to a Vespoe employee, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- interfere with or, disrupt the Service or violate the security of the Service or servers or networks connected to Vespoe;
- violate the security of other websites by any method;
- take any action that imposes or may impose (as determined by Vespoe in its sole discretion) an unreasonable or disproportionately large load on Vespoe’s (or its third party providers’) infrastructure;
- interfere or attempt to interfere with the proper operation of the Service or any activities conducted on the Service, including attempting to bypass any security measures used on the Site or with the Service;
- bypass any measures Vespoe may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service);
- run Maillist, Listserv, any form of auto-responder or “spam” on the Service;
- use manual or automated software, devices, or other processes to “scrape”, “ crawl” or “spider” any page of the Site or the Service;
- decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction;
- copy, rent, lease, distribute, download, reproduce, transmit, broadcast, display, sell, license, exploit or otherwise transfer any Site Content or User Content in any manner not intended by the normal functionality of the Service or otherwise as prohibited under these Terms; or
- collect or harvest any personally identifiable information, including account usernames, photos, or profile descriptions, from the Service.
Third Party Services
You may elect to link your Vespoe account to any other sites, services and applications, which may include services such as Facebook Connect, Twitter, Tumblr or similar third party services (“Third Party Services”), your User Content may be posted to such Third Party Services and will be subject to their terms and conditions and policies. Once User Content is provided to a Third Party Service, its use and reproduction is no longer governed by these Terms, and Vespoe shall have no further responsibility or liability in respect of such User Content.
Digital Millennium Copyright Act
Vespoe does not permit copyright infringing activities and infringement of intellectual property rights on its Site or otherwise through services available on the Service, and Vespoe will remove content if properly notified that such content infringes another’s intellectual property rights. Vespoe reserves the right to remove any content without prior notice. If you are a copyright owner or an agent thereof and believe that any User Content or other Site Content infringes your copyrights, see the Vespoe Copyright Policy[Hyperlink].
THE SITE, THE SERVICE, CONTENT AND THE MATERIALS AND ITEMS OFFERED ON THE SITE OR THROUGH THE SERVICE ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. ALL WARRANTIES WITH RESPECT TO ITEMS PURCHASED THROUGH THE SERVICE ARE FROM THE SELLER OF THE ITEMS AND NOT FROM VESPOE; SUCH SELLER IS SOLELY RESPONSIBLE FOR ANY WARRANTY CLAIMS OR RETURNS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, VESPOE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INTEGRATION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE. VESPOE DOES NOT WARRANT THAT: (A) ANY INFORMATION WILL BE TIMELY, ACCURATE, RELIABLE OR CORRECT; (B) THE SITE, THE SERVICE OR THE SERVERS THAT MAKE THE SITE AND SERVICE AVAILABLE WILL BE SECURE, ERROR-FREE, UNINTERRUPTED OR AVAILABLE AT ANY PARTICULAR TIME OR PLACE; (C) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (D) THE SITE, THE SERVICE OR THE SERVERS THAT MAKE THE SITE AND SERVICE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (E) ANY RESULT OR OUTCOME CAN BE ACHIEVED. SOME STATES AND OTHER JURISDICTIONS DO NOT PERMIT LIMITATIONS OR EXCLUSIONS ON WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Vespoe does not warrant, endorse, guarantee, or assume responsibility for any Item offered by a seller through the Service, and Vespoe will not be a party to or in any way responsible for monitoring any transaction between buyers and sellers of Items through the Service. As with the purchase of a product through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.
ELECTRONIC COMMUNICATIONS PRIVACY ACT NOTICE (18 USC 2701-2711): VESPOE MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. Vespoe will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other User Content stored on Vespoe’s equipment, transmitted over networks accessed by the Service, or otherwise connected with your use of the Service.
Limitation of Liability
YOU AGREE THAT YOUR USE OF THE SERVICE SHALL BE AT YOUR SOLE RISK. IN NO EVENT SHALL VESPOE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, PARENTS OR SUBSIDIARIES, BE LIABLE TO YOU FOR ANY: (I) DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE; (II) UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (III) INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (IV) BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; (V) ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY; OR (VI) ANY DAMAGES CUMULATIVELY IN EXCESS OF $100; WHETHER OR NOT VESPOE IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES; THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT VESPOE SHALL NOT BE LIABLE FOR USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
You agree to indemnify and hold harmless Vespoe, its officers, directors, employees, agents, affiliates, parents and subsidiaries from and against any and all claims, demands, damages, obligations, losses, liabilities, costs or debt, and expenses (including, without limitation, attorneys’ fees) arising from: (i) your use of and access to the Site, Service, Site Content or otherwise from your User Content; (ii) your violation of any term of these Terms; (iii) your violation of any third party right, including, without limitation, any copyright, property, or privacy right; or (iv) any claim that your User Content caused damage to a third party. This indemnification obligation will survive these Terms and your use of the Site and Service. Vespoe reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Vespoe in asserting any available defenses.
Breach and Termination
You acknowledge that Vespoe has the right to terminate your access to the Service for violations of any of these Terms or any other published policies of Vespoe. Vespoe may temporarily or indefinitely suspend your account, terminate your access to the Service, or terminate your user account at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your account. Vespoe also may warn other users of a particular user’s actions and issue a warning to a user if Vespoe suspects a user has breached these Terms or any other published policies of Vespoe or Vespoe believes that a user has engaged in improper, illegal or fraudulent activity in connection with the Service.
Vespoe also reserves the right to cancel unconfirmed accounts or accounts that have been inactive, or to modify or discontinue certain services or features. If you wish to terminate your account, you may do so by following the instructions on the Site.
All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnifications and limitations of liability, and all obligations that accrued prior to the effective date of termination (including, without limitation, all payment obligations) shall survive termination.
A printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Vespoe agree that any cause of action arising out of or related to the Site or Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
These Terms shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles, and without regard to any enactment of the Uniform Computer Information Transactions Act. The United Nations Convention on the International Sale of Goods shall not apply to these Terms. Any claim or dispute between you and Vespoe that arises in whole or in part from the Site or Service shall be decided exclusively by a court of competent jurisdiction located in New York.
No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Vespoe in any respect whatsoever. Any notice to the Site that is required or permitted by these Terms shall be in writing and shall be deemed effective upon receipt, when sent by confirmed e-mail to email@example.com when delivered in person by nationally recognized overnight courier or mailed by first class, registered or certified mail, postage prepaid, to Vespoe, Inc., 30 West 123rd Street, Suite A, New York, NY 10027.
Vespoe shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Vespoe’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Vespoe’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision. Vespoe may assign, transfer or delegate any of its rights and obligations under these Terms without restriction.
You may contact Vespoe at the following e-mail address: firstname.lastname@example.org.