Effective: March 26, 2018
These Terms of Service (the “Terms”) govern your use of and access to the Vyopta Incorporated (“Vyopta”, “we”, “our” or “us”) website (www.vyopta.com) and any other related sites (the “Site”) and our Content (as defined below) (the Site and Content are referred to collectively as the “Vyopta Properties”). Please review these Terms carefully before using the Vyopta Properties.
By using the Vyopta Properties and/or browsing the Site, you represent that you:
(1) have read, understand, and agree to adhere to and be bound by the Terms,
(2) are of legal age to form a binding contract with Vyopta, and
(3) have the authority to enter into the Terms.
Vyopta may update these Terms from time to time. The most current version of these Terms will be posted on Site. When changes are made, Vyopta will make a new copy of the Terms available at the Site. We will also indicate the effective date at the top of the Terms. Any changes to the Terms will be effective immediately. Please check the Site regularly to view our then-current Terms.
Your Account. Registration for a Vyopta account may be necessary to use the Vyopta Properties. In registering for an account, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by our registration form (“Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are not a person barred from using the Vyopta Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You agree not to create an account using a false identity or information. You agree not to create an account or use the Vyopta Properties if you have been previously removed by Vyopta, or if you have been previously banned from any of the Vyopta Properties. It is your responsibility to safeguard the login and password that you use to access the Site and you agree not to share your login and password with any third party, including not sharing your login amongst two or more users. You are responsible for any activity originating from your account, regardless of whether such activity is authorized by you. You should notify Vyopta immediately of any unauthorized use of your account.
Use of the Vyopta Properties. Subject to compliance with these Terms, Vyopta grants to you a limited, non-exclusive, non-transferrable right to access, view and use the Vyopta Properties for your internal business purposes.
Certain Restrictions. The rights granted to you in these Terms are subject to the following restrictions: You may not copy, modify, host, sublicense or resell the Vyopta Properties; (ii) frame or utilize framing techniques to enclose any trademark, logo, or other Vyopta Properties (including images, text, page layout or form) of Vyopta; (iii) use metatags or other “hidden text” using Vyopta’s name or trademarks; (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Vyopta Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (v) use any manual or automated software devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials; (vi) access the Vyopta Properties to build a similar or competitive website, application or services; (vii) remove or destroy any copyright notices or other proprietary markings contained on or in the Vyopta Properties; (viii) access or attempt the access the Vyopta Properties by any means other than what Vyopta provides or expressly allows; (ix) modify, adapt or hack the Vyopta Properties or modify another website so as to falsely imply that it is associated with Vyopta; (x) reproduce, duplicate, copy, sell, resell or exploit any portion of the Vyopta Properties, use of the Vyopta Properties, or access to the Vyopta Properties, without the express written permission by Vyopta; (xi) transmit any worms or viruses or any code of a destructive nature; or circumvent any use restrictions put into place to prevent certain uses of the Vyopta Properties; (xii) violate any intellectual property right of any third party or behave in a manner that is unlawful; (xiii) misrepresent your affiliation with a person or entity; (xiv) attempt to disable, impair, or destroy the Vyopta Properties or disrupt or inhibit any other user from using the Vyopta Properties; (xv) market or advertise through the Vyopta Properties; (xvi) use any data mining or similar data gathering and extraction methods in connection with the Vyopta Properties; or (xvii) use the Vyopta Properties to violate any applicable law.
Availability of the Vyopta Properties. Information describing the Vyopta Properties is accessible worldwide but this does not mean the Vyopta Properties or certain portions of the Vyopta Properties are available in your country. We may restrict access to portions of the Vyopta Properties in certain countries. It is your responsibility to make sure your use of the Vyopta Properties is legal in the country where you reside. The Vyopta Properties may not be available in all languages. If at Vyopta’s reasonable determination, you are using the Vyopta Properties in a manner that violates laws, creates an excessive burden or potential adverse impact on Vyopta’s systems, in addition to any of its other rights or remedies, Vyopta may, without liability to Vyopta, immediately suspend your access to the Vyopta Properties.
Vyopta Proprietary Rights. Vyopta and our suppliers own all rights, title and interest in the Vyopta Properties and Content. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Vyopta Properties. These terms do not grant you any right, title, or interest in any of the Vyopta Properties or any Content. These Terms do not grant you any rights to use the Vyopta trademarks, logos, domain names, or other brand features.
Your Obligations. You agree to indemnify and hold Vyopta, its parents, subsidiaries, affiliates, officers, agents, employees, resellers or other partners and licensors harmless from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your use of the Vyopta Properties, your violation of these terms, or your violation of any law.
The Vyopta Properties are Available “AS-IS” AND WITHOUT WARRANTY. VYOPTA PROVIDES THE VYOPTA PROPERTIES “AS IS” AND ON AN “AS AVAILABLE” BASIS. YOUR USE OF THE VYOPTA PROPERTIES IS AT YOUR OWN RISK. VYOPTA PROVIDES THE VYOPTA PROPERTIES WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Vyopta makes no warranty or condition that the Vyopta Properties will meet your requirements or be uninterrupted, timely, secure or error-free. Some states do not allow the types of disclaimers in this paragraph, so they may not apply to you.
Vyopta’s Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL VYOPTA, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT VYOPTA HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some states do not allow the types of limitations in this paragraph, so they may not apply to you.
Governing Law. The Terms and any action related thereto will be governed and interpreted by and under the law of the State of Texas, USA, without giving effect to any principles that provide for the application of the law of another jurisdiction.
General Terms. These Terms constitute the entire and exclusive agreement between Vyopta and you with respect to the Vyopta Properties and supersede and replace any other agreements, terms and conditions applicable to the Vyopta Properties. These Terms constitute the entire and exclusive agreement between Vyopta and you with respect to the Vyopta Properties and supersede and replace any other agreements, terms and conditions applicable to the Vyopta Properties. These Terms create no third party beneficiary rights. Vyopta’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of these Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but Vyopta may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest.