Terms of Service Agreement
Thank you for selecting the Services offered by Visual Communications Group, Inc. or its Affiliates (collectively referred to as "VCG," "we," "our," or "us") pursuant to this Terms of Service Agreement (the "Agreement"). Please review these terms thoroughly. This Agreement is a legally binding contract between you (sometimes referred to as “User”) and VCG.
1.0 Scope of Agreement.
1.1 Incorporation of Policies. This Agreement describes the terms governing your use of the VCG online services provided to you, including directory listing, online advertising, website services, and all current and future services related thereto (collectively, the "Services"). It incorporates by reference:
- Terms and Conditions of third parties who participate in delivery of the Services or products to you; and
- The policies, specifications, pricing, packages, or procedures we establish relating to the Services including, for example, product or program terms, web hosting specifications, and pricing and payment terms.
1.2 Sections of Agreement. This Agreement consists of five parts:
- Section 2 contains terms that apply to the general relationship between us, regardless of what Services you purchase;
- Section 3 contains terms that are specific to your placement of listings or advertising on one of VCG’s websites;
- Section 4 contains terms that are specific to hosting and other website services provided by VCG with respect to your website;
If you are a VCG subscriber, all of the sections likely have application. If you purchase only specific Services, Section 2 and the Sections relating to those specific Services apply to our relationship. To the extent that a provision of a Section that deals specifically with a Service is inconsistent with a provision of Section 2 of this Agreement, the provision dealing with the specific Service will control.
1.3 Assent to Agreement. Your use of Services constitutes your agreement to these Terms of Service. If you become a subscriber or member, this Terms of Service Agreement will also display the first time that you log into your account. You will be required at that point to click to specifically confirm your understanding of, and agreement with these Terms of Service.
1.4 Definition of Affiliate. "Affiliate" means all VCG companies and subsidiaries that directly or indirectly control or are controlled by VCG, or are under the common control with VCG.
2.0 GENERAL TERMS APPLICABLE TO ALL SERVICES.
THE FOLLOWING TERMS APPLY TO ALL SERVICES WE PROVIDE TO YOU:
2.1 Your Rights to use the Services and Restrictions.
A. You agree not to use the Services in a manner that violates any applicable law, regulation, or industry standard, or in a manner that breaches this Agreement or any of the Policies incorporated herein. As part of the commitment contained in this Subsection, you agree not to use the Services to misrepresent the products or services you offer to customers or to infringe the rights of others. You also agree that you will not use the Services in a fashion that causes or threatens to cause VCG to be accused of a violation of applicable laws, regulations, or industry standards.
B. The package of Services you purchased is subject to specific limitations, conditions, and specifications. Those limitations, conditions, and specifications may be modified from time to time. You can obtain current information about those limitations, conditions, and specifications at any time from us. You agree to strictly adhere to, and to not exceed, abuse, or violate those limitations, conditions, and specifications.
C. VCG’S Services, including all related equipment, networks and network devices are provided only for authorized customer use. The systems we use to provide those services, and the information contained or distributed through those systems may be monitored for all lawful purposes. Those purposes include ensuring that use is authorized, managing the system, facilitating protection against unauthorized access, verifying security procedures, survivability, and operational security, and reviewing content being published or distributed in connection with the Services. During monitoring, information may be examined, recorded, copied and used for authorized purposes. We may disclose any information necessary or appropriate to satisfy our legal obligations, protect VCG or its customers, or operate the Services properly. Use of VCG system(s) constitutes consent to monitoring for these purposes.
D. Any material that, in our judgment, is obscene, threatening, illegal, defamatory, infringing, or violates our Terms of Service in any manner will not be posted or distributed in connection with our Services or, if applicable, will be removed from our servers (or otherwise disabled), with or without notice. Failure to respond to e-mail from our abuse department within 48 hours may result in the suspension or termination of your Services. All abuse issues must be dealt with via e-mail to firstname.lastname@example.org and will have a response within 48 hours.
E. You are solely responsible for maintaining the confidentiality of login and billing information. We will not be involved in resolving any account disputes that may arise between various parties holding account login information. We are not responsible for any changes made to the account or any information that has been modified by you, or any parties authorized by you, to your account. It is your responsibility to update and maintain contact and billing information with VCG. Any changes to the User contact information must be made by logging into your account or by contacting our sales and accounting team at (800) 558-3054. It is also your responsibility to ensure that VCG is able to notify you in connection with technical, billing or other issues or purposes deemed necessary by VCG to maintain the account.
2.2 Intellectual Property.
A. Unless otherwise explicitly stated herein, VCG owns or licenses the right, title and interest in and to the Services being provided and all trade names, trademarks, service marks, inventions, copyrights, trade secrets, patents, know-how and other intellectual property rights relating to the design, function, marketing, promotion, sale and provision of the Services (the “Intellectual Property”). Nothing contained in this Agreement constitutes a license to User to use or resell the Intellectual Property except as explicitly provided herein.
B. VCG hereby grants to you a limited, non-exclusive, non-transferable license, exercisable solely during the term of this Agreement, to use VCG technology, products and services solely for the purpose of accessing and using the Services you have purchased. To the extent that specific licenses or sublicenses are required to use particular Services, the terms of the specific licenses or sublicenses control over the general license contained in this Subsection. You may not use VCG's technology for any purpose other than accessing and using the Services. Similarly, you are not permitted to, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the VCG Intellectual Property, or copy, distribute, or create derivations of any of the copyrighted material of VCG or others.
C. You agree that VCG may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant to VCG a perpetual, worldwide, fully transferable, sublicensable, non-revocable, full paid-up, royalty free license to use the feedback you provide to VCG in any way.
A. The pricing quoted to you when you purchased Services is incorporated into this Agreement. That pricing may be modified in the future upon reasonable notice to you unless you have a Price for Life agreement as described in Section 2.3.C. below.
B. For Services offered on a payment or subscription basis, the following terms apply, unless VCG notifies you otherwise in writing:
(i) VCG's preferred method of payment is credit card.
(ii) Your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.
(iii) By purchasing our services, YOU ARE AGREEING TO ALLOW VCG TO PLACE YOUR ACCOUNT ON AN AUTOMATIC RECURRING PAYMENT PLAN. YOU ACKNOWLEDGE, AGREE AND AUTHORIZE US TO AUTOMATICALLY BILL AND/OR CHARGE ON YOUR CREDIT CARD FOR SUCCESSIVE TERMS OF EQUAL LENGTH AS THE INITIAL TERM, UNLESS TERMINATED OR CANCELED BY EITHER PARTY. By continuing (or renewing) your services and products you further agree to all of VCG's Terms of Services.
(iv) You grant VCG permission to charge your credit card for any and all Services you request, including, but not limited to, any and all product or service.
(v) If we are unable to process a payment for your plan, product or Service by its due date, your account will be canceled for non-payment and you will not be able to access your account, website or e-mail.
(vi) If an account has been suspended for non-payment, it will only be reactivated upon payment of all overdue fees. Upon reactivation, we are not responsible for any deleted website or content.
(vii) WHEN AN ACCOUNT IS CANCELED, ALL COPIES OF THE WEBSITE AND E-MAIL FILES ARE PERMANENTLY AND IRRETRIEVABLY REMOVED FROM OUR SERVERS.
(viii) If we make any refunds due to charges you dispute with your credit card that we do not believe to be valid, we may cancel your account. The canceled account will only be reactivated once all disputed/refunded fees are resolved satisfactorily, and we receive payment for any and all administrative fees incurred by VCG as a result of your dispute or charge-back request. We cannot guarantee any files or e-mail will be available upon reactivation.
(ix) It is a violation of this Agreement for you to misuse or fraudulently use credit cards, charge cards, electronic funds transfers, and/or electronic checks. A determination of such misuse or fraudulent use shall be in our sole discretion. Further, we may report all such misuses and fraudulent uses (as determined by us in our sole discretion) to appropriate government and law enforcement authorities, credit reporting services, financial institutions and credit card companies.
(x) If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse to provide any use of the Services. Failure to maintain accurate and current payment information will also remove your account from Price for Life (as detailed in Section 2.3.C. below).
(xi) Any invoice that is outstanding for 10 days and not paid will result in a $25 late fee and/or an account suspension until account balance has been paid in full. The $25 late fee is applied in addition to whatever else is owed to VCG for services rendered. In addition, you agree to reimburse VCG all costs, including reasonable attorneys’ fees, incurred by collecting what you owe for services.
(xii) You have ninety (90) days to dispute any charge or payment processed by VCG. If you have a question concerning a charge you believe is incorrect, please contact us at (800) 566-4162.
C. Your price will never increase if your account is registered for Price for Life, including maintaining a valid credit card number. If, at any time, your account is removed from Price for Life status, your price will revert to that of the current pricing structure. VCG reserves the right to change pricing for add-on products and services at any time. Your account will be removed from Price for Life if any of the following occurs:
(i) If your payment information is not accurate, current, or complete (including the expiration of credit card information associated with your account);
(ii) If you cancel your account for any reason;
(iii) If VCG cancels your account for any reason; or
(iv) If you violate any terms of your agreement with VCG.
A. Subject to the terms of this Agreement, you are entitled to terminate this Agreement or cancel specific Services for any reason by giving us at least thirty (30) days notice of termination. Termination of your Services may include an Early Termination Fee equal to the number of payments remaining in the Term by the amount of the monthly payment as outlined in your VCG Services Payment Agreement/Credit Card Authorization. Termination of this Agreement or cancellation of specific Services must be done by logging into your account at www.myvcg.com or in writing via postal mail or e-mail to the contact information found at www.vcgcorporate.com. Once we receive your notification and have confirmed all necessary information with you via e-mail, we will inform you in writing (typically e-mail) that your account has been terminated or, as applicable, modified. If you do not hear back from us within five (5) business days after submitting your notice, please contact us immediately via phone. We require that terminations or cancellations of Services be done through writing (or e-mail) and personal contact to (a) confirm your identity, (b) confirm in writing you are prepared for all files/e-mails to be removed, and (c) document the request. This process reduces the likelihood of mistakes, fraudulent/malicious requests, and ensures you are aware that the files, e-mails, and account may be removed immediately after a cancellation request is processed. Unless your Account and Subscription to the Services is so terminated, your Subscription to the Services will renew for a Subscription Term equivalent in length to the then expiring Subscription Term.
B. VCG will not refund any pre-paid fees upon such termination or cancellation. Upon termination of your account for any reason, VCG reserves the right to (a) collect all charges, fees, commitments and obligations incurred or accrued by you; (b) delete any of your Content, listings, messages or other information in connection with your Account; (c) prohibit your access to your Account, including without limitation by deactivating your password; and (d) refuse your future access to the Service. In no event shall VCG be required to refund, redeem, or pay amounts to you upon termination of Service or return any of your Content.
C. VCG may immediately and without notice terminate this Agreement or suspend the Services provided to you if you fail to comply with the terms of this Agreement or any Policies relating to the Services. Upon termination you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect VCG's rights to any payments due to it or VCG's rights under any provisions which, by their nature, are on-going, including Sections 2.5, 2.7, 2.8, and 2.10. Other requirements regarding termination or cancellation of the Services may apply based on the specific ordering terms for the Services provided to you.
D. Termination of this Agreement will not terminate provisions which, by their terms, are intended to be on-going, including provisions related to ownership and protection of Intellectual Property rights, confidential information, limitation of liability, indemnification, payment, or selection of forum to resolve disputes.
E. Additional cancellation or renewal terms may be provided to you on the website for the Services.
2.5 Disclaimer of Warranties and Limitation of Liability.
A. Except to the extent that a warranty is offered with respect to a specific Service or with respect to products purchased in connection with a specific Service, all Services are provided on an "as is" basis. To the maximum extent permitted by applicable law, VCG and its third party service or data providers, licensors, distributors or suppliers (collectively referred to as "Suppliers") disclaim all warranties, express or implied, including warranties of fitness for a particular purpose, title, merchantability, data loss, non-interference with or non-infringement of any intellectual property rights, or accuracy, reliability, quality or content in or related to the Services. VCG and its Suppliers do not warrant that the services are secure, free from bugs, viruses, interruption, errors, theft or destruction. If the exclusions for implied warranties do not apply to you, any implied warranties are limited to sixty (60) days of purchase or delivery of the services, whichever is sooner.
B. If you are dissatisfied with the Services or believe that there has been a breach of a warranty provided pursuant to other Sections of this Agreement, please promptly contact us by e-mail to inform us of the existence and nature of your complaint. You agree to cooperate with us in the investigation and any attempted remediation of the problem you identify. VCG will have a reasonable amount of time to remedy any breach of contract or breach of warranty. If we are unable or unwilling to correct the described problem, you will be entitled to immediately terminate this Agreement. In no event, whether it be for breach of warranty, breach of contract, negligence, or any other reason shall the liability of VCG, and its Affiliates and Suppliers for all matters or claims relating to this Agreement exceed the amount you paid for the Services during the three (3) months prior to such claim. This limitation of liability reflects an informed, voluntary allocation between the parties of the risks (known and unknown) that may exist in connection with this Agreement. The terms of this section shall survive any termination of this Agreement.
C. Subject to applicable law, the remedy described in Subsection 2.5.B. above constitutes your sole remedy for any act or omission by us. VCG and its Affiliates and Suppliers are not liable for any of the following:
(i) Indirect, special, incidental, punitive or consequential damages;
(ii) Damages relating to failures of telecommunications, the internet, electronic communications, corruption, security, loss or theft of data, viruses, spyware, loss of business, revenue, profits or investment, or use of software or hardware that does not meet VCG systems requirements; or
(iii) Any lost profits or revenues, loss of use, loss of data or costs of procurement of substitute goods, licenses or services or similar economic loss, or for any punitive, indirect, special, incidental, consequential or similar damages of any nature, whether foreseeable or not, under any warranty or other right hereunder, arising out of or in connection with the performance or non-performance of any order, or for any claim against the other party by a third party.
The above limitations apply even if VCG and its Affiliates and Suppliers have been advised of the possibility of such damages. This agreement sets forth the entire liability of VCG, its Affiliates and Suppliers and your exclusive remedy with respect to the services and its use.
D. Neither party will be liable for any failure to perform under this Agreement resulting from occurrences beyond the parties' control including, without limitation, acts of God, computer failure, telephone failure and strikes.
2.6 Privacy and Personal Information.
(ii) To give VCG permission to aggregate non-personally identifiable data about you and your service capabilities with that of other users of the Services. By way of example, this means that VCG may use that aggregated data to improve services, design promotions, or provide ways for you to compare business practices with other similar members; and
(iii) To give VCG permission to use transaction-related data in combination with transaction data of other users of the Services in a fashion that does not allow third parties to be able to discern the specific performance of any of the entities whose transaction data is part of the compiled information. By way of example, this means that VCG may use aggregated transaction data to review trends, deliver information to Members, or design programs or promotions.
2.7 Indemnification. You agree to indemnify, defend and hold harmless VCG, its Affiliates and its suppliers, and each of their respective officers, directors, employees, shareholders, attorneys and agents (each an "indemnified party" and, collectively, "indemnified parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney's fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to (i) your use of the Services, including business conducted by you on your website, (ii) any breach by you of any representation, warranty or covenant contained in this Agreement or (iii) any acts or omissions by you that were not directed or controlled by us.
2.8 Confidential Information. As a consequence of participation in this Program, each party may have access to confidential financial, pricing, strategic planning, product development, and other non-public information that the disclosing party has identified as being proprietary and confidential (“Confidential Information”). Neither party will utilize any Confidential Information of the other party for purposes other than to perform its responsibilities under this Agreement unless it has first received the written permission of the other party to do so. Furthermore, neither party shall disclose any of the other party’s Confidential Information to third parties without first having obtained the written consent of the other party to do so. Provided, however, that we may use information that could otherwise be considered to be confidential in the aggregated or compiled fashion described in Section 2.6.A.
2.9 Independent Contractor. The relationship between us is that of an independent contractor purchaser and provider of Services. Nothing contained herein or in the nature of our dealings shall be construed to create a partnership, joint venture, parent/subsidiary, franchisor/franchisee or business relationship other than that of an independent contractor providing services to the other. Except as specifically provided herein, neither party shall be responsible for costs incurred by the other in providing services hereunder, including employment-related costs. Furthermore, neither party shall be entitled to make representations on behalf of the other or attempt to bind the other into any contractual obligations.
2.10 Governing Law and Dispute Resolution. Minnesota state law governs this Agreement without regard to its conflicts of laws provisions. Any dispute arising or relating to this Agreement shall be exclusively resolved in the State courts in Dakota County, Minnesota, U.S.A. or federal court for the State of Minnesota. Both of us consent to the jurisdiction of Minnesota courts.
2.11 Additional Terms.
A. We may change this Agreement from time to time, and the changes will be effective when posted on our website for the Services or when we notify you by other means. Please review the Agreement periodically on this website for changes. We may also change or discontinue the Services, in whole or in part, including but not limited to, the amount of resources given to any service or plan, pricing, technical support options, and other product-related policies. Your continued use of the Services after VCG posts or otherwise notifies you of any changes, indicates your agreement to the changes.
B. The rights and obligations of the parties under this Agreement shall inure to the benefit of, and be binding upon the successors and permitted assigns of the parties. The arrangement with you is personal. Consequently, your rights and obligations under this Agreement shall not be assigned by you to others without our consent, which consent will not be unreasonably withheld if the proposed assignment is in connection with the sale of substantially all of your assets to a party who has the established intent and wherewithal to continue the existing relationship without derogation of quality.
C. You may not export, re-export, transfer or make available, whether directly or indirectly, any regulated item or information to anyone outside the United States (or, if you are outside of the United States, to anyone outside of your national jurisdiction) in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the United States government and any country or organization of nations within whose jurisdiction you operate or do business.
D. Nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights, legal or equitable, to any person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, you acknowledge and agree that any supplier of a third-party product or service in connection with the Services is an intended third-party beneficiary of the provisions set forth in this Agreement as they relate specifically to its products or services and shall have the right to enforce directly the terms and conditions of this Agreement with respect to its products or services against you as if it were a party to this Agreement.
E. VCG is not in the business of providing legal, financial, accounting, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.
F. The fact that we may not strictly enforce our rights if there has been a breach of this Agreement or any of the policies, specifications, or statements incorporated by reference herein shall not limit, waive, or otherwise affect our right to enforce those rights in the future.
G. Both you and VCG hereby agree to waive all respective rights to a jury trial of any claim or cause of action related to or arising out of this Agreement:
(i) The scope of the waiver is intended to be all encompassing of any and all disputes that may be filed in any court and that relate to the subject matter herein, including without limitation, contract claims, tort claims, breach of duty claims, and all other common law and statutory claims;
(ii) You and VCG each acknowledge that the waiver is a material inducement for each party to enter into a business relationship that each party has already relied on the waiver in entering into this Agreement and that each will continue to rely on the waiver in their related future dealings;
(iii) Each party further warrants and represents that each has had the opportunity to have counsel review this Agreement and this waiver; and
(iv) The waiver is irrevocable, meaning that it may not be modified either orally or in writing, and the waiver shall apply to any subsequent amendments, renewals, supplements or modifications to this Agreement. In the event of litigation, this Agreement may be filed as written consent to a trial by court.
H. All notices and demands required or contemplated hereunder by one party to the other shall be in writing and shall be deemed to have been duly made and given upon date of delivery if delivered in person or by an overnight delivery or postal service, upon receipt if delivered by facsimile the receipt of which is confirmed by the recipient, or upon the expiration of five days after the date of posting if mailed by certified mail, postage prepaid, to the addresses or facsimile numbers set forth below the parties' signatures. Either party may change its address or facsimile number for purposes of this Agreement by notice in writing to the other party as provided herein. VCG may give written notice to User via electronic mail to the User's electronic mail address as maintained in VCG's billing records.
I. This Agreement, including all applicable other Sections and the policies and provisions incorporated herein by reference, constitutes the entire understanding between us with respect to its subject matter and revokes and integrates all previous discussions, negotiations, and understandings. VCG and its Affiliates make no representation or commitment other than what is contained in this Agreement. No modification, supplementation, or other change to this Agreement shall be enforceable unless it is contained in a writing signed by both of us.
3.0 DIRECTORY LISTINGS AND BANNER ADVERTISING.
IF YOU ARE USING PREMIUM DIRECTORY LISTINGS AND ADVERTISING SERVICES OF ANY OF THE VCG WEBSITES, THE FOLLOWING TERMS APPLY TO YOU IN ADDITION TO THE GENERAL TERMS OF SERVICE CONTAINED IN SECTION 2 ABOVE.
3.1 Directory Listings.
A. You are responsible for the accuracy of the information provided about your company. Please carefully check the information. You can correct, upgrade, or supplement your listing information by accessing your account. All of the information about you appearing on any of the websites of VCG or its Affiliates must be true, correct, current, and complete.
B. You are also responsible for the company logo and other creative used in connection with your listing or profile page. See Section 3.2.A. below.
C. You acknowledge and agree that the location of your listing on a page of search results is not guaranteed and that the location may vary from search to search. However, Member listings and premium listings, as a category, will appear before listings of companies who have not purchased Member or premium listings.
D. We guarantee that you'll receive a bid opportunity ("buyer request"), or a minimum of 120 Web Site Click-thrus, within 12 months from your subscription date or we'll extend your Premium Listing until you do. An eligible buyer request is submitted to your company via email through Signsearch (www.signsearch.com) or SignsearchPRO (www.signsearchpro.com). The buyer request must include the opportunity to perform a specific job, and not just be a general inquiry. To be eligible for the guarantee, you must have had a completely verified vendor profile and a valid web site for a minimum of 10 of the 12 months of your subscription. A Web Site Click-thru is counted when a visitor clicks on your web site link from Signsearch (www.signsearch.com) or SignsearchPRO (www.signsearchpro.com). Please note that you must contact us within the first 30 days after the 12 month anniversary of your Signsearch subscription to request the free extension. Unless we're notified otherwise, your credit card payment(s) will be processed without any credit(s) applied.
3.2 Advertising on VCG Sites.
A. You are responsible for either providing to us the creative you wish to use in your advertising campaign or for arranging with us or others to prepare that creative. There may be an additional cost if we prepare the creative. All creative must be received by us with the lead time established in our policies and procedures. If you give us enough lead time before one of your advertising programs begins to run, we will use our best efforts to send you an example of how the advertising will look before it actually starts to run. Otherwise, you need to examine the advertising as soon as it begins to run. It will be your responsibility to contact us immediately if there is anything wrong with the content or display of your advertising message. If there are any errors, we will promptly correct them. However, the existence of errors will not be an excuse for non-payment of what you owe.
B. We reserve the right to change the manner in which your advertisement is displayed on the websites, including, but not limited to size, color, positioning and layout.
C. You acknowledge that the location or placement of your advertisement is not guaranteed and can vary from search to search.
D. All advertising must comply with our then-current specifications, which are available on upon request if they are not included in the VCG Advertising Policies.
We may operate customer feedback programs by which users of services of companies who are listed or advertise on our websites are offered the opportunity to offer their opinions as to the quality of their experience with those companies. You agree that we can publish customer feedback about experiences with your company. We do not take responsibility for, and do not endorse any ideas, opinions, or other content of the users who provide feedback on our sites. Our role is solely that of a publisher of information which may be of use to the consuming public.
4.0 VCG WEBSITE SERVICES.
IF YOU ARE USING VCG WEBSITE SERVICES, THE FOLLOWING TERMS APPLY IN ADDITION TO THE GENERAL TERMS OF SERVICE CONTAINED IN SECTION 2 ABOVE.
A. Subject to the terms of this Agreement, VCG will provide hosting services for your website. VCG may establish policies and procedures for use of its Website Services (“VCG Website Services Policies”). Any such policies will be accessible to you when you log into your account at www.myvcg.com and will be incorporated by reference into this Agreement. You agree to adhere to any Website Services Policies.
A. You are solely responsible for all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content") uploaded, posted or stored on your website through your use of the Services other than any starter Content which we provide for specific sections of your website (e.g. links to pages containing information for consumers of products). While we may provide you with starter Content to use as a suggested guideline, you must provide all required and appropriate policies, warnings, information, and disclosure. Except as specifically agreed or described in our Website Services Policies, our role with regard to operation of your website is exclusively provision of hosting services. You are encouraged to archive your Content regularly and frequently. See Section 4.3.C. below. You are responsible for any Content that may be lost or unrecoverable through your use of the Services.
B. You agree not to use the Services to operate your website for any illegal purpose or in violation of any applicable local, state, federal, or international law. You agree further that you will not use the Services to share, store, or in any way distribute financial data that is not in accordance with the law. Any users suspected of having information which involves fraud, embezzlement, money laundering, insider trading, support for terrorism, or any other activity proscribed by law may have their accounts terminated, their financial data erased, and may be reported to law enforcement officials in the appropriate jurisdictions.
C. You agree that any Content we provide for specific sections of your website is owned or licensed by VCG. VCG retains the right, title and interest in all VCG provided Content. VCG grants you a limited, non-exclusive, non-transferable license to use VCG provided Content during the term of this Agreement.
D. You agree not to use the Services to upload, post, distribute, link to, publish, reproduce, engage in or transmit on your website or otherwise any of the following:
(i) Illegal, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing , offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage or constitute an attack or "flaming" others, or criminal or civil liability under any local, state, federal or foreign law;
(ii) Content or data that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy, including posting images about children or any third party without their consent (or a parent's consent in the case of a minor);
(iii) Except as otherwise permitted by VCG in writing, advertisements, solicitations, investment opportunities, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
(iv) Any virus, Trojan horse, worm, or other disruptive or harmful software or data; and
(v) Any information, software or Content which is not legally yours and may be protected by copyright or other proprietary right, or derivative works, without permission from the copyright owner or intellectual property rights owner.
4.3 Operation of Website.
A. VCG reserves the right to require changes or disable as necessary any website, account, database, or other component that does not comply with its established policies, or to make any such modifications in an emergency at its sole discretion.
B. Any account found connecting to a third party network or system without authorization from the third party is subject to suspension. Access to networks or systems outside of your direct control must be with expressed written consent from the third party. VCG may, at its discretion, request and require documentation to prove access to a third party network or system is authorized. If in doubt regarding the acceptability of your site or service please contact us at the information found at www.vcgcorporate.com.
C. As part of VCG's ongoing hosting, VCG creates and stores on a temporary basis backups which are intended for VCG's disaster recovery only which are typically available only in the event of hardware failure, and only for a short period thereafter. VCG cannot guarantee the existence, accuracy or completeness of any backups. Please note that typically a complete restoration will overwrite anything stored in your account. We cannot guarantee that the content of a website will never be deleted or corrupted, or that a back-up of a website will always be available. You should always copy all Content of your website to a local computer. We strongly suggest that you make an additional copy (on tape, CD, multiple floppy disks, another desktop, or elsewhere) to ensure the availability of the files. It is your responsibility to make offline, back-up copies of your content and data.
D. VCG provides Users with bandwidth, disk space and other resources, such as e-mail and/or file-transfer-protocol ("FTP") accounts, the amount of which is defined in VCG's web pages describing the package of Services purchased at the time of purchase. VCG reserves the right to suspend, discontinue or delete the accounts of Users whose use of disk space, bandwidth or other resources results in or presents the risk of degradation of service to other customers, regardless of the amount of disk space, bandwidth or other resources included in the User's plan. User agrees that such usage shall not exceed the amounts set by VCG for the Services purchased and is additionally subject to normal usage guidelines established by VCG as in effect from time to time. These allotments are optimized and dedicated towards serving the Content and User's active electronic mail services related solely to User's web hosting account(s) with VCG.
E. We will use commercially reasonable efforts to e-mail Users who are at or near their utilization limits, but VCG does not take responsibility if e-mail notification(s) is not received by the User. Should your account pass the allocated amount we reserve the right to suspend the account until the start of the next allocation, suspend the account until more bandwidth is purchased at an additional fee, terminate the account and/or charge you an additional fee for the overages. Unused additional utilization rights purchased for one month cannot be carried over to the next month.
F. Hosting space is intended for normal use only, and is limited to web files, active e-mail and Content of the hosted websites, not for storage (whether of media, e-mails, or other data). Hosting space further may not be used as offsite storage of electronic files, electronic mail or FTP hosts. You are responsible for removing any files, e-mails or other data which do not meet these requirements, and for adhering to any usage requirements or limits allocated to your account(s). Failure to do so may result in removal and deletion of such materials (including without limitation files and e-mails), and/or in discontinuation of your services or account, which actions we may take in our sole discretion. If VCG takes any such corrective action under this section, User shall not be entitled to a refund or credit of any fees paid prior to such action.
G. Your account may have e-mail services provided by an independent Third Party E-mail Services Vendor ("TPESV"). We are not responsible for the actions or inaction of the then current TPESV or the unavailability or malfunction of their network or services. VCG is not a party to, and shall not be involved in or responsible for, transactions, agreements, and/or disputes between you and the TPESV ("TPESV Dispute"). In the event of a TPESV Dispute, you hereby release VCG and its Affiliates and suppliers from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any connected with such disputes. By using e-mail services, you agree to the terms and conditions incorporated herein.
H. We take a zero tolerance stance against sending of unsolicited e-mail, bulk e-mailing, and spam. "Safe lists," purchased lists, and selling of lists will be treated as spam. Any user who sends out spam will have their account terminated with or without notice. Sites advertised via SPAM (Spamvertised) may not be hosted on our servers. This provision includes, but is not limited to SPAM sent via fax, phone, postal mail, e-mail, instant messaging, or usenet/newsgroups. Any account which results in our IP space being blacklisted will be immediately suspended and/or terminated. VCG reserves the right to charge the holder of the account used to send any unsolicited e-mail a clean-up fee or any charges incurred for blacklist removal. The cost of the clean-up fee is entirely at the discretion of VCG.
4.4 Internet Domain Name Management Services.
A. Independent Third Party Domain Name Vendors ("TPDNVs") who are ICANN accredited registrars, provide domain name registration services. If you have asked us to assist you in obtaining a domain name, you hereby authorize VCG to transfer in or acquire your selected domain name from TPDNVs. In order to receive a domain name, you must agree and remain agreeable through the use of the domain name, to the TPDNVs' terms of service which the TPDNVs may change at any time in their sole discretion. You understand that you are creating a separate contractual relationship between you and the TPDNVs, and that you, and not VCG or its affiliates, are responsible for all liability, and obligations in connection with that relationship. For more information about terms of our Domain Management Services program, please see section 4.4.D. below.
B. It is your responsibility to notify our support team via e-mail at email@example.com after paying for a domain renewal and to ensure the e-mail is received and acted upon. Domain renewal notices and invoices are provided as a courtesy reminder and VCG cannot be held responsible for failure to renew a domain or failure to notify a customer about a domain's renewal. It is also your responsibility to notify our support team via e-mail at firstname.lastname@example.org for any domain registration cancellation. If, after registering one or more domain names that are included with any VCG Service package, you choose to delete a previously registered domain name and subsequently register one or more additional different domain names, you will be charged the resulting domain name registration fees.
C. You may be listed as the registrant and administrative contact in connection with your domain name; however, VCG or its affiliates, may temporarily list itself as the registrant and administrative contact in the event that it changes to a different TPDNV until the TPDNV’s change is completed. You hereby authorize VCG or its affiliates, to list itself as the billing contact, technical contact and name servers in connection with your domain name and to take any actions VCG deems appropriate in those capacities. However, upon termination of the Service, VCG and its affiliates will immediately cease acting in those capacities including switching registrars. After such time, neither VCG nor its affiliates will be responsible to forward any notices, e-mails or other correspondence to you or to take any other actions in connection with your domain name. Additionally, in the event that your account is suspended by VCG for lack of payment or any other reason, VCG shall not renew any domain names that may become due for renewal during the suspension of the account. You will be solely responsible for all ongoing fees, as well as removing VCG or its affiliates as the billing, technical contact and name servers in connection with your domain name.
D. In addition to the terms described above, the following terms apply to use of VCG’s Domain Management Services program:
(i) If you sign up for VCG’s Domain Management Services program, all domain name renewal fees are due thirty (30) days prior to the renewal date of the domain name. Payments are non-refundable;
(ii) You agree to be responsible for notifying us should you desire to terminate use of any of Domain Management Services program, including, but not limited to, domain names purchased. Notification of your intent to terminate must be provided to VCG no later than thirty (30) days prior to your billing date. In the absence of notification from you, VCG will automatically continue the Domain Management Services indefinitely and will charge your payment method that is on file with VCG, at VCG's then current rates. In the event you terminate the Domain Management Services, you may request the transfer of your domain name for a fifty dollar ($50.00) administrative fee;
(iii) VCG will provide User with the Domain Management Services as long as User abides by the terms and conditions set forth herein and in each of VCG's policies and procedures; and
(iv) You agree to indemnify and hold harmless VCG for any complications arising out of use of the Domain Management Services program, including, but not limited to, actions VCG chooses to take to remedy User's improper or illegal use of a Website hosted by VCG. User agrees it is not be entitled to a refund of any fees paid to VCG if, for any reason, VCG takes corrective action with respect to any improper or illegal use of the Services.
4.5 Advertising and Sponsorship on Hosted Websites.
A. Unless we otherwise agree, directly or through our Website Services Policies, you will not sell or otherwise permit third party advertising on your website or otherwise permit pages of your website to be tagged for the purpose of distributing advertising to, or collecting information about users of your website.
B. If we provide Content that is displayed as a specific Service offering on your website (e.g. consumer-oriented information about purchasing products), we are entitled to sell to third parties the right to sponsor that section on your and other websites and to cause sponsorship references to appear in that location of your website. The proceeds of any such sales would be retained by us as compensation for providing to you use of the specific Service offering.
C. If an opportunity arises, we may establish programs by which third party advertising directed to visitors to Member websites is sold on a revenue-sharing basis. The terms of any such programs will be incorporated into the VCG Website Services Policies.