Terms of Service
ValueCore (“eRealInvestor, Inc.”) provides Software-as-a-Service solutions to automate value selling processes for sales and marketing professionals (collectively, the “Services”) to users (“you” or “user”) through our website accessible at www.valuecorestg.wpengine.com. The entire contents of www.valuecorestg.wpengine.com, including but not limited to the text, data, information, materials, software, tools and graphics of such site provided by ValueCore and its licensors is considered to be a part of our website (the “Site”). Please read the following important terms and conditions (“Terms of Use”) carefully. These Terms of Use and our Privacy Policy, incorporated herein by reference, govern your access to and use of the Site, including any content, information, products or Services therein. This is a legal agreement between you and eRealInvestor, Inc., which develops, sells, and services solutions under the ValueCore brand. That notwithstanding, if there are any conflicts arising between this agreement and another contractual agreement you execute with ValueCore, the terms in the new agreement will prevail.
IF YOU DO NOT AGREE TO ANY OF THESE TERMS OF USE, WE ARE UNWILLING TO GRANT YOU ACCESS TO THE SERVICES, THE SITE, OR ANY RELATED SERVICES AND TOOLS. YOU SHOULD, THEREFORE, DISCONTINUE USE OF THE SITE IMMEDIATELY.
PLEASE READ THESE TERMS OF USE CAREFULLY. YOU UNDERSTAND THAT BY CLICKING THE “CREATE ACCOUNT” BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM WITHOUT ANY MODIFICATIONS OF ANY KIND. THESE TERMS OF USE BIND YOU IN THE SAME WAY THAT A PAPER CONTRACT BINDS YOU. IF YOU DO NOT AGREE TO THESE TERMS OF USE, WE ARE UNWILLING TO GRANT YOU ACCESS TO THE SITE, SERVICES, AND/OR ANY RELATED TOOLS OR SERVICES, AND YOU WILL NOT BE ABLE TO REGISTER AS A ValueCore MEMBER.
1. Nature of the Site and Services
The information contained within this site is the property of ValueCore. While we strive to present accurate and useful information, ValueCore makes no guarantee of accuracy or completeness. All information and opinions expressed herein are subject to change without notice. Opinions and recommendations contained herein should not be construed as investment advice. Do not assume that any recommendations, insights, charts, theories, or philosophies are accurate or will ensure profitable investment.
2. Modification of the Site or Terms of Use
ValueCore reserves the right, in its sole discretion, at any time and for any reason or no reason, to (i) modify, discontinue or terminate the Site and Services, or (ii) modify these Terms of Use or any related terms and conditions governing your use of the Site and Services at any time without notice. All modified terms and conditions will be effective after they are initially posted on the Site (unless a longer notice period is required by applicable law). If any modified terms and conditions are not acceptable to you, your only recourse is to cease using the Site and Services, and if applicable, cancel your Membership (as defined below). By continuing to access or use the Site and Services after ValueCore makes any such revision, you agree to be bound by the revised Terms of Use. ValueCore will notify Members (as defined below) of any changes to the financial terms of Membership (as defined below), if any, upon thirty (30) days prior electronic notice.
3. Membership and Account Access
3.1 In order to access many of the Services on the Site, you must register as a “ValueCore Member” (the “Membership”). Membership is available to persons who are at least 18 years of age or are otherwise capable of forming legally binding contracts under applicable law. During registration, you will create a username and password (your “Account”), which may permit you access to certain secure areas of the Site only available to ValueCore Members.
3.2 You are responsible for safeguarding and maintaining the confidentiality of your Account. You agree not to disclose your password to any third party. You agree that you are entirely and solely responsible for any and all activities or actions that occur under your Account, whether or not you have authorized such activities or actions. You agree to immediately notify ValueCore of any unauthorized use of your Account or any other breach of security known to you. In the event that your password and/or username is lost or stolen, please notify ValueCore immediately so that a new password or user name can be created. You have the right to cancel your Account by sending an email to the following e-mail address: [email protected]. Your Account information will be maintained and accessed in accordance with the terms of our Privacy Policy.
3.3 If you become a ValueCore Member, you will provide true, accurate and complete registration information and shall maintain as current and promptly update relevant personal contact information provided to ValueCore. You will not use false identities or impersonate any other person or use a name that you are not authorized to use.
3.4 If you become a ValueCore Member and create an Account, you consent to the use of: (a) electronic means to complete these Terms of Use, and to provide you with any notices given pursuant to these Terms of Use; and (b) electronic records to store information related to these Terms of Use or your use of the Site and Services.
4. Use of the Site
You may use certain areas of the Site and the Services without becoming a ValueCore member, such as accessing and viewing information on the Site. In using or accessing the Site, whether as a Member or non-Member, you agree to comply with the following:
(a) Subject to the terms of these Terms of Use, ValueCore grants to you a revocable, non-transferable, non-exclusive, limited right to use the Site or Services for your own personal, non-commercial use and not for any use on behalf of any third party. For avoidance of doubt, you may not use the Site or the Services to service, or otherwise perform work on behalf of, any brokerages, financial services, real estate or related client(s). You may not modify or alter the Site or Services in any way. Your use of and access to the Site and Services is at your own risk.
(b) You may download or print hard copies of the Site or portions thereof, but only in connection with your own personal, non-commercial use and not on behalf of any third party. Any such downloads/hard copies must contain the following notice: “Copyright eRealInvestor, Inc. dba “ValueCore.” All rights reserved.” Notwithstanding the foregoing, except where your use constitutes “fair use” under copyright law, you may not otherwise use, download, upload, copy, print, display, license, perform, reproduce, post, publish, distribute, transmit, submit or otherwise make available the Site or Services without the prior express written authorization from ValueCore or the applicable copyright owner.
(c) You are solely responsible for, and will exercise caution, discretion, common sense and judgment in using and accessing the Site and Services contained therein. You acknowledge and agree that ValueCore has no responsibility to control or monitor any content posted to the Site and Services and, as a result, does not manage, control, guarantee, nor is responsible for, the truth, accuracy, completeness, integrity, safety, timeliness, quality, appropriateness, legality or applicability of such content. ValueCore reserves the right to remove any content at any time without notice.
(d) ValueCore has the right, at any time without notice, to revoke or limit your right to use the Site and Services and to restrict or prevent your access to it (or any portion of it). ValueCore has no obligation to update the Site or Services or to correct any errors or omissions that might be contained in it, except to the extent such obligations are mentioned in a signed contractual agreement between ValueCore and you.
(e) If you become a ValueCore Member, you may upload, email, post, publish, transmit or otherwise submit content to the Site as available – for example, in a discussion group, chat area, bulletin board, feedback area, newsgroup, letter to ValueCore, its webmaster or employees, or email function – if it is offered as part of the Site or Services. You represent and warrant to ValueCore that you are the sole and exclusive owner of such submitted content, or that you have all right and authority to grant the rights in such content to ValueCore as described herein.
(f) You will not use the Site or Services for any purpose or in any manner, nor upload, email, post, publish, distribute, transmit, submit, perform, display or otherwise make available through the Site or Services any content, that: (i) is of an adult, sexual or controversial nature; (ii) violates or infringes another’s rights, including but not limited to privacy, publicity or intellectual property rights (as further described in Section 5 (“Copyright Infringement”) below); (iii) is unlawful, in violation of or contrary to the laws or regulations in any state or country where your content is created, displayed or accessed; (iv) is in breach of these Terms of Use; (v) is fraudulent, false or misleading; (vi) is hateful, tortuous, defamatory, slanderous or libelous; (vii) harasses another individual, promotes bigotry, racism, hatred or harm against any group or individual, promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or otherwise interferes with another party’s use or enjoyment of the Site or Services; (viii) is profane, vulgar, or obscene; (ix) is violent or threatening, or promotes violence or actions that are threatening in any way to anyone; (x) promotes illegal or harmful activities or substances (including but not limited to activities that promote or provide instructional information about activities such as making or buying illegal weapons or illegal substances); (xi) is invasive f another’s privacy or includes personal or identifying information about another person; (xii) is harmful to minors in any way; or (xiii) constitutes unsolicited bulk email, “junk mail,” “spam” or chain letters.
(g) You agree to cooperate fully with ValueCore to investigate any suspected or actual activity that is in breach of these Terms of Use.
(h) You will not attempt to obtain any information or materials relating to the Site or Services through any means not intentionally made available through the Site or Services, or attempt to gain unauthorized access to ValueCore’s database, technology, computer systems or networks associated with the Site or Services. You will not attempt to modify, translate, adapt, edit, decompile, disassemble or reverse engineer any technology applications or software programs used by ValueCore in connection with the Site or Services, or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of or impairs the functionality of the Site or Services. You will not upload or cause the Site to have access to anything that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. You may not use any automated means, including spiders, robots, crawlers, data mining tools, or the like to download data from the Site or Services – unless expressly permitted by ValueCore.
(i) You will not attempt to gain unauthorized access to any Account other than your own. You will not encourage or instruct any other individual to do any of the foregoing or to violate any of these Terms of Use or ValueCore policies.
(j) You acknowledge, agree and accept that: (i) the Site or Services may be provided to you by ValueCore or its affiliates, distribution partners or third-party service providers; (ii) your content may be included on the websites of ValueCore affiliates, distribution partners or third-party service providers, in addition to, or instead of, those websites and those of ValueCore; and (iii) there is no guarantee that your content will be included on the Site or other website of ValueCore or a ValueCore affiliate, distribution partner or third-party service provider and ValueCore and its affiliates, distribution partners or third-party service providers bear no liability relating to such exclusion.
(k) You understand and agree that, as stated above, neither ValueCorenor any ValueCore affiliate or authorized party intends, or will be required, to edit or review for accuracy, ownership or appropriateness any content submitted by you. However, you agree that all content may be subject to ValueCore approval. ValueCore reserves the right, at any time, to reject, suspend, cancel or remove your content, to assign new search terms to any such content, or to refuse to provide access thereto. ValueCore, its employees, consultants and other agents shall have no liability for taking such actions or decisions.
(l) ValueCore does not refer, endorse, recommend, verify, evaluate or guarantee any information or content provided by users or ValueCore Members, any specific ValueCore Member or any content, and nothing shall be considered as a referral, endorsement, recommendation or guarantee of any information, ValueCore Member or content. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which offer such information, containing or suggesting an endorsement by ValueCore of you or your content. ValueCore reserves the right to warn, suspend or terminate at any time and without notice your access to or use of the Site or Services if ValueCore determines, in its sole discretion, that you are transmitting or otherwise connected with such prohibited endorsement.
5.Copyright Infringement
YOU SHALL NOT USE THE SITE OR SERVICES TO TRANSMIT, ROUTE, PROVIDE CONNECTIONS TO OR STORE ANY MATERIAL THAT INFRINGES COPYRIGHTED WORKS OR VIOLATES OR PROMOTES THE VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
ValueCore provides the Site and Services as a service to our users. ValueCore does not monitor, supervise or control content posted or stored on its servers at the direction of its ValueCore Members, users or partners, nor does it control or supervise the content of pages that are accessed via third party links. You are responsible for complying with all applicable federal and state laws, including, without limitation, the copyright laws.
ValueCore has adopted and implemented a policy pursuant to which ValueCore may terminate a ValueCore Member’s Account, or deny access to the Site or Services by a user, who infringes or is believed to be infringing, a copyright or other intellectual property right. In addition, ValueCore reserves the right to remove, or disable access to, infringing material.
In accordance with the Digital Millennium Copyright Act of 1998 (the text of which may be found on the U.S. Copyright Office website at http://lcweb.loc.gov/copyright/), ValueCore will respond expeditiously to claims of copyright infringement that are reported to ValueCore “Designated Copyright Agent” identified below. If you are a copyright owner, or are authorized to act on behalf of an owner of the copyright or of any exclusive right under the copyright, and believe that your work has been copied in a way that constitutes copyright infringement, please report your notice of infringement to ValueCore by providing ValueCore Copyright Agent listed below with the following information:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
(ii) Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at the Site;
(iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit ValueCore to locate the material;
(iv) Information reasonably sufficient to permit ValueCore to contact the complaining party, including a name, address, telephone number and, if available, an email address at which the complaining party may be contacted;
(v) A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
(vi) A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
6. Intellectual Property Rights and Ownership
You acknowledge and agree that ValueCore owns or licenses all right, title and interest, including without limitation all intellectual property rights, and all derivative works or enhancements thereof, relating to the Site and Services, including but not limited to all information, content, materials, products, services, URLs, other software, technology, editorial or user guidelines, and documentation, developed in whole or in part by, with or for ValueCore. You shall not acquire any right, title or interest therein to any content, the Site or Services provided by ValueCore, except for the limited use rights expressly set forth in these Terms of Use. Any rights not expressly granted herein are withheld.
Notwithstanding the foregoing, and in connection with your use of the Site and Services, you hereby grant (or warrant that the owner of such rights has expressly granted) to ValueCore a worldwide, perpetual, royalty-free, irrevocable, non-exclusive, sublicensable right and license to use, copy, adapt, publish, transmit, distribute, perform, display, reference, index and cache, in any form, medium or technology now known or later developed on the Site or the sites of ValueCore affiliates, distribution partners or third-party service provides, your content and any materials you submit to ValueCore, in whole or in part, whether created by or for you, to provide the Site and Services to you and to perform our obligations under these Terms of Use. Excluding your content, you shall and hereby do assign to ValueCore all right, title and interest in and to any part of the Site and Services that you may have or acquire. In addition, you warrant that all so-called moral rights in your content have been waived.
7. Use of Third Party Services
The Site and Services may contain information, products, and services, provided by third parties and links (including advertisements) to web sites made available by third parties (“Third-Party Offerings”). This information and these products, services, and links are provided only as a convenience to users of the Site. ValueCore does not control these Third-Party Offerings and does not make any representations or warranties, express or implied, regarding these Third-Party Offerings. Including any of the Third-Party Offerings on this Site or as part of the Services does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with ValueCore with respect to any third party or its Third-Party Offerings.
8. Representations and Warranties
You represent and warrant that: (a) you have full power and authority to enter into these Terms of Use; (b) the execution and delivery of these Terms of Use, and the performance of your obligations hereunder,will not constitute a breach or default of or otherwise violate any agreement to which you are a party or violate any rights of any third parties arising therefrom; (c) you have and will maintain throughout your use of or access to the Site and Services all rights, authorizations, consents and licenses that are required with respect to, and in order to submit, your content to the Site and permit ValueCore to post, perform and display such content, perform its services and provide access to and use of the Site and Services as contemplated under these Terms of Use, which rights, authorizations, consents and licenses have been obtained and will be maintained in compliance with all applicable laws, rules and regulations and without violating any rights or interests of any third party; (d) your content does not violate any law or regulations and you will use the Site and Services and any information provided to you by ValueCore in a manner that complies with applicable laws; (e) you have full technical and editorial control of your content; (f) your content does not and will not, directly or indirectly, infringe any copyright, trademark, United States patent, trade secret right, moral right, rights of publicity or privacy, or any other intellectual property or proprietary right of any third party; (g) you have obtained any and all necessary and appropriate publicity releases from any third party appearing in your content; (h) your content does not and will not in any way violate any laws relating to consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity; (i) your content (or any material used in your content) will not contain any “back door,” “trap door”, “time bomb,” “Trojan Horse,” “worm,” “drop dead device,” “Easter Eggs”, “cancelbots” or other computer programming routines or viruses that are intended to damage, interfere with, intercept or expropriate any system data or personal information, permit access to or use of the Site and Services or other software or hardware by unauthorized parties, or disable, damage or erase any portion of the Site or content processed or stored therein; and (j) you shall use the Site and Services solely for the purposes intended; your primary intention in doing so is not for commercial advantage or compensation.
9. Disclaimers
YOU EXPRESSLY AGREE THAT YOUR USE OF OR INTERACTION WITH THE SITE, SERVICES, THIRD-PARTY OFFERINGS, INFORMATION OR OTHER MATERIAL AVAILABLE FROM OR THROUGH THE SITE OR SERVICES, IS AT YOUR OWN RISK AND AT YOUR OWN DISCRETION. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE SITE, SERVICES, THIRD-PARTY OFFERINGS, INFORMATION, AND OTHER MATERIAL AVAILABLE FROM OR THROUGH THE SITE, INCLUDING ALL ValueCore INDICES, SEARCH ENGINES AND YOUR USE THEREOF, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
ValueCore AND ITS LICENSORS AND AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES OR AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING OR COURSE OF PERFORMANCE RELATED TO THE SITE, SERVICES, OR THIRD-PARTY OFFERINGS, OR THESE TERMS OF USE. ValueCore MAKES NO WARRANTY THAT: (A) THE SITE, SERVICES, OR THIRD-PARTY OFFERINGS WILL MEET YOUR REQUIREMENTS; (B) THE SITE OR SERVICES WILL OPERATE OR WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; OR (C) THE QUALITY OF THE SITE, SERVICES, OR THIRD-PARTY OFFERINGS, INFORMATION OR OTHER MATERIAL AVAILABLE FROM OR THROUGH THE SITE AND SERVICES WILL MEET YOUR EXPECTATIONS.
ValueCore NEITHER ENDORSES NOR IS RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT ON THIS SITE MADE ON THE CHATROOMS, DISCUSSION BOARDS, USER POSTINGS, AND THE LIKE BY ANYONE OTHER THAN AUTHORIZED ValueCore EMPLOYEE SPOKESPERSONS WHILE ACTING IN THEIR OFFICIAL CAPACITIES. UNDER NO CIRCUMSTANCES WILL ValueCore BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A USER’S RELIANCE ON INFORMATION OBTAINED THROUGH THE CONTENT ON THIS SITE AND/OR THROUGH THE SERVICES. IT IS THE RESPONSIBILITY OF EACH USER TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE, OR OTHER CONTENT AVAILABLE THROUGH THIS SITE AND/OR THROUGH THE SERVICES.
ValueCore DOES NOT ENDORSE, WARRANT, OR GUARANTEE ANY PRODUCT OR SERVICE OFFERED BY A THIRD PARTY THROUGH THIS SITE AND WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN USERS AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, USER SHOULD USE HIS OR HER BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
THE DISCLAIMERS OF LIABILITY CONTAINED IN THIS SECTION APPLY TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION THAT RESULTS FROM THE USE OF THE SITE, SERVICES, INFORMATION OR OTHER MATERIAL AVAILABLE FROM OR THROUGH THE SITE AND SERVICES. USER SPECIFICALLY ACKNOWLEDGES THAT ValueCore IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER THIRD PARTIES, MEMBERS, OR OTHER USERS OF THE CHATROOMS, BULLETIN BOARDS, USER POSITIONS, AND THE LIKE AND THAT THE RISK OF INJURY FROM THE FORGOING RESTS ENTIRELY WITH EACH USER. Some jurisdictions do not allow the exclusion of warranties, so some of the above exclusions may not apply to you.
If you suffer any harm arising out of or connected with your access or use to the Site and Services, you hereby waive all claims against and release ValueCore from any and all liability for claims, demands, damages (actual and consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with the Site or Services or with regard to such disputes. If you are a California resident, you waive and relinquish your rights under California Civil Code § 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” Residents of other states and nations waive their rights under analogous laws, statutes or regulations.
10. Limitation of Liability
UNDER NO CIRCUMSTANCES WILL ValueCore, ITS LICENSORS, ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE EMPLOYEES OR AGENTS BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS AND SERVICES, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, YOUR ACCESS TO OR USE OF THE SITE OR SERVICES, INFORMATION OR OTHER MATERIAL AVAILABLE FROM OR THROUGH THE SITE, INCLUDING AS APPLICABLE ANY DAMAGES RESULTING FROM THE INTERRUPTION, SUSPENSION OR TERMINATION OF THE SITE, SERVICES IN ANY MANNER WHATSOEVER, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT ValueCore HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above limitation or exclusion may not apply to you.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ValueCore AGGREGATE LIABILITY TO YOU ARISING WITH RESPECT TO THESE TERMS OF USE AND YOUR ACCESS TO AND USE OF THE SITE OR SERVICES WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). ValueCore WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OF OR ERRORS RELATED TO THE SITE OR SERVICES. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so some of the above limitations and exclusions may not apply to you.
11. Indemnity
You agree to indemnify, defend and hold ValueCore and its officers, directors, employees, successors, agents, affiliates, distribution partners or third-party service providers (collectively, the “ValueCore Entities”) harmless from and against any claims, liabilities, losses, damages or expenses (including reasonable attorneys’ fees and costs) arising out of or in any way connected with: (a) your content or any materials in any form whatsoever that are provided by you or through use of your Account; (b) your conduct, including your access to or use of the Site or Services; (c) any actual or alleged violation or breach of these Terms of Use or any ValueCore policies; (d) any breach of any representation or warranty you made hereunder, including but not limited to any to claims relating to a violation of a third party’s intellectual property rights or the fact that your content was obscene, defamatory, libelous, slanderous or threatening; (e) your violation of rights of privacy, publicity, confidentiality or property; or (f) any actual or alleged violated of any applicable law or regulation. You agree that you are solely responsible for defending any such claim as set forth above, and for payment of losses or damages suffered by, or awarded to, and costs and expenses incurred by, the ValueCore Entities resulting from the foregoing. You agree that you will not enter into any proposed settlement or resolution of any claim (whether having been finally adjudicated or otherwise) brought against you or ValueCore, if such settlement or resolution results in any obligation or liability for ValueCore.
You agree that ValueCore shall have the right, in its sole discretion, to select its own legal counsel to defend ValueCore from any such claim (but by doing so shall not excuse your indemnity obligations) and that you shall be solely responsible for the payment of all ValueCore reasonable attorneys’ fees incurred in connection therewith.
You agree to notify ValueCore immediately if you become aware of any actual or potential claims, suits, actions, allegations or charges pertaining to your content or that could affect either party’s ability to fully perform its duties or to exercise its rights under these Terms of Use.
12. Term & Termination
12.1 We may terminate or suspend your access to the Services and the Site, in the event that you breach these Terms of Use. After such a termination, you understand and acknowledge that we will have no further obligation to provide the Services or to archive or make your content available through the Site or Services. Upon termination, all licenses and other rights granted to you by these Terms of Use will immediately cease, and you agree to destroy any confidential information of ours that you may possess. If we terminate these Terms of Use for reasons other than your breach, upon your timely request we will refund a pro rata share of any fees or other charges prepaid by you (if any), provided that all fees and other charges prepaid by you are otherwise non-refundable. You agree to pay any amounts accrued but remaining unpaid as of termination (if any).
12.2 Any suspension, termination or cancellation shall not affect your obligations to ValueCore or the ValueCore Entities under these Terms of Use (including but not limited to ownership, indemnification and limitation of liability), which by their sense and context are intended to survive such suspension, termination or cancellation.
13. Miscellaneous Provisions
13.1 No Assignment. You shall not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of ValueCore. Any such purported assignment or delegation by you without the appropriate prior written consent of ValueCore shall be null and void and of no force and effect. ValueCore may assign these Terms of Use or any rights hereunder without your consent.
13.2 Relationship of the Parties. ValueCore acts as an interface to facilitate publication of content. For purposes of these Terms of Use, including if you become a ValueCore Member and create an Account, you are not an employee, agent or contractor of ValueCore, and you shall not represent that you are any of the foregoing. Each party shall be independent and act independently and not as a contractor, partner, joint venturer, agent, employee or employer of the other and shall not bind or attempt to bind the other to any contract. Each party shall be solely responsible for their own costs and expenses incurred in the performance of their obligations under these Terms of Use, including, without limitation, any expenses associated with the implementation of these Terms of Use.
13.3 Severability and Waiver. In the event that any provision in these Terms of Use is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. The failure of ValueCore to enforce any right or provision of these Terms of Use will not be deemed a waiver of such right or provision.
13.4 Force Majeure. ValueCore shall not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, pandemic, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers, or failure at ValueCore co-location facility, (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, ValueCore will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues.
13.5 Governing Law. The Terms of Use and the relationship between you and ValueCore shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and ValueCore agree to submit to the personal and exclusive jurisdiction of the courts located in San Francisco County, California.
13.6 Entire Agreement. These Terms of Use are the entire and exclusive agreement between ValueCore and you regarding the Site, content, and Services, and supersede and replace any prior agreements between ValueCore and you regarding the Site content.
13.7 Note About Children. To become a ValueCore Member or use the Site and Services you must be at least eighteen (18) years old and otherwise capable of forming legally binding contracts under applicable law. If you are under eighteen (18), please do not use the Site or Services.
13.8 Notice. Any notice or other communication to be given hereunder will be in writing and given (a) by ValueCore via email (in each case to the address that you provide), (b) by ValueCore posting on the Site, or (c) by you via email to [email protected] or to such other addresses as ValueCore may specify in writing. The date of receipt shall be deemed the date on which such notice is transmitted.
13.9 Feedback. Your feedback is welcome and encouraged. You may submit feedback by emailing us at [email protected]. You agree, however, that (i) by submitting unsolicited ideas to ValueCore or any of its employees or representatives, you automatically forfeit your right to any intellectual property rights in these ideas; and (ii) unsolicited ideas submitted to ValueCore or any of its employees or representatives automatically become the property of ValueCore. You hereby assign and agree to assign all rights, title and interest you have in and such feedback and ideas to ValueCore together with all intellectual property rights therein.
If you intend to own the intellectual property rights of your ideas in any way (patent, trade secrets, copyright, trademark, etc.) please do not submit your concepts or prototype samples to ValueCore, its employees or assigns. Instead, please send an email to [email protected] and describe ONLY the general application. If we think there is opportunity to pursue your idea further, we will contact you. Please note that a legal agreement may be required by ValueCore in order to evaluate your concept(s).
