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TERMS AND CONDITIONS FOR VIDACOOL.COM
- Your Agreement To Be Bound By These Terms and Conditions
This World Wide Web site (the "Site") is owned, operated and maintained by SV2, Inc. ("Vidacool"). You should carefully review these Terms and Conditions before using the Site or any other Site owned, operated and maintained by Vidacool (the "Vidacool Sites"). Your use of the Vidacool Sites and/or the functions, facilities, products and services offered at Vidacool Sites by Vidacool or by third parties (collectively, the "Services and Products") will signify your agreement to be bound by these Terms and Conditions and to use the Vidacool Sites in strict compliance with these Terms and Conditions. If you do not wish to be bound by these Terms and Conditions, do not use the Vidacool Sites or the Services and Products.
For particular Services and Products, separate Terms and Conditions may apply which will be posted from time to time in connection with such Services and Products. You and Vidacool shall be subject to those separate Terms and Conditions for those particular Services and Products, and to the extent that those Terms and Conditions do not supercede or contradict these Terms and Conditions, they are hereby incorporated herein by reference.
Vidacool reserves the right to amend these Terms and Conditions at any time. Vidacool will notify you of any changes to these Terms and Conditions by posting the revised Terms and Conditions on the Vidacool Sites. You have the obligation to review changes in these Terms and Conditions. Your continued use of the Vidacool Sites or the Services and Products constitutes your agreement to be bound by such changes to the Terms and Conditions.
- User Characteristics
Vidacool's Services and Products are available only to individuals who can form legally binding contracts under the relevant law. Without limiting the foregoing, Vidacool's Services and Products are not available to children under the age of 18 without parental consent. You therefore represent and warrant that you are at least 18 years of age and that you possess the legal right and ability to enter into these Terms and Conditions and to use the Vidacool Sites pursuant to the terms of these Terms and Conditions or that you have parental consent to use the Vidacool Sites.
Unless otherwise specified, the materials on the Vidacool Sites are for consumers in the United States and its territories, possessions, and protectorates. Software from the Vidacool Sites is subject to United States export controls. No software from the Vidacool Sites may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Syria, or any other country to which the United States has embargoed goods, or (ii) to any person on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using any such software, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on such list.
- User Requirements
You agree to maintain all equipment required for your access to and use of the Vidacool Sites. You agree to maintain and that you are solely responsible for maintaining the security of your user identification, password, and other confidential information related to your use of the Vidacool Sites. You further agree to be responsible for and hold Vidacool harmless for all charges, claims, losses and damages resulting from use of your identification, password, or other confidential information, including unauthorized use of such identification, password, or confidential information prior to your notifying Vidacool of such use.
- Grant of Rights
Vidacool grants you a non-exclusive, non-transferable license to use all portions of the Vidacool Sites for your own personal, non-commercial use, in strict accordance with the provisions of these Terms and Conditions. You also may make a single copy of pages from the Vidacool Sites on your hard drive or in print for your own personal, non-commercial use, provided that you do not alter or remove any copyright, trademark, or other proprietary notice contained in the copy. Vidacool does not grant you the right to use any trademark, service mark, or logo owned by Vidacool or the trademark, service mark, or logo of any third party for any other purposes whatsoever.
If you download software from the Vidacool Sites, the software, including all files, images, and content incorporated therein or generated thereby and the data accompanying the software, is licensed to you by Vidacool on a revocable, non-exclusive basis for your own personal non-commercial use. Vidacool retains all right, title and interest in such software, except for the limited license explicitly granted herein, although you may own the medium on which the software is stored or recorded. In no event are you permitted to redistribute, sell, decompile, reverse engineer or otherwise exploit the software.
- Information You Provide
You are responsible for the accuracy, timeliness, and completeness of all information provided to Vidacool in connection with your use of the Vidacool Sites and the Services and Products.
You represent and warrant that you are the owner or a licensee or otherwise have the right to provide any information or materials (including pre-existing materials) that you post or transmit on the Vidacool Sites (including, without limitation, postings to chats and bulletin boards) ("Public Areas") and through the Services and Products.
You hereby grant to Vidacool an irrevocable, royalty-free, non-exclusive, worldwide license to use, copy, display, create derivative works from, and distribute any information or materials you post on Public Areas. You acknowledge that transmissions made by you to the Public Areas are not confidential and that your information, material, or communications may be read or intercepted by others. You acknowledge that by transmitting materials by means of the Vidacool Sites, no confidential, fiduciary, contractually implied, or other relationship is created between you and Vidacool. You therefore agree, that any submissions to the Public Areas will be public and Vidacool will not be responsible for the action of other users of the Vidacool Sites with respect to any information or materials you post in the Public Areas.
Your posting of any information that you post in the Public Areas is at your own risk. Vidacool encourages you, and all users, to take precautions and use discretion regarding the extent of information that you disclose in the Public Areas or otherwise to other users of the Vidacool Sites and to take precautions if ever and when ever you elect to communicate or meet with other users of the Vidacool Sites. You hereby agree that any such communication or meeting is done at your own risk.
Vidacool does not review activity on the Vidacool Sites as a general practice and is not responsible for any content provided by a user or via the user's access route, whether posted in a Public Area or privately transmitted. You recognize that you are solely responsible for the content of any information or material you make available by means of the Vidacool Sites.
You agree that if Vidacool in its sole discretion deems any content made available by you to be in violation of these Terms and Conditions, including without limitation that the content is unlawful, fraudulent, unacceptable, offensive, obscene, pornographic, defamatory, abusive, threatening, or otherwise objectionable, or contains blatant expressions of bigotry, racism, or hate, or encourages conduct that may give rise to civil liability, Vidacool has the right, but not the obligation, to take any and all reasonable actions to remove or restrict access to any such material, including restriction, suspension or termination of your usage of the Vidacool Sites and Services and Products and deletion of the objectionable material. Vidacool also reserves the right to report such activity to investigative and law enforcement authorities along with relevant information made available in connection with such activity, including without limitation any content posted or transmitted by a user.
In auctions conducted on the Vidacool Sites, Vidacool is not involved in, or responsible for, the final transaction between buyers and sellers, and thus has no control over the items advertised, including, without limitation, their quality, legality, safety, the truthfulness of the advertising about the items, or the ability of the participants in the auction to provide or pay for the items.
If you are the highest bidder on an item at the conclusion of an auction, you are obligated to complete the transaction with the seller, unless the transaction is prohibited by law or by these Terms and Conditions. You further agree to be bound by the conditions of sale posted on the auction, so long as those conditions are not in violation of these Terms and Conditions or unlawful.
If you are a seller, you are about obligated to complete the transaction with the highest bidder above your minimum price unless the buyer cannot meet the terms of your listing or you cannot adequately identify the buyer.
- Monitoring of the Vidacool Sites
Vidacool has no obligation to monitor the Vidacool Sites. However, you acknowledge and agree that Vidacool has the right to monitor the Vidacool Sites electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Vidacool Sites and to offer the Services and Products properly, or to protect itself or other users of the Vidacool Sites.
- Your Conduct
You agree not to use the Vidacool Sites, or any links to or access to any other websites from the Vidacool Sites, to: a) resell or transfer any Services and Products; b) restrict or inhibit any other user from using and enjoying the Vidacool Sites or interfere or invade the privacy of other users of the Vidacool Sites or any third parties; or c) impersonate, or otherwise misrepresent your affiliation with any other person or entity or disguise or misrepresent the origin of content that you transmit or post; or d) modify, falsify, or delete any attributions, legends, marks, notices, or any other proprietary designation of the origin or source of any material (including content) appearing on the Vidacool Sites; or e) post or transmit any information or software which contains a virus, Trojan horse, worm or other harmful component; or f) copy, post, publish, transmit (including, without limitation, via e-mail), reproduce, modify, create derivative works of, distribute or in any way exploit any information, content, software, component or other material obtained through the Vidacool Sites or any Services and Products (other than as expressly permitted in "Grant of Rights" section of these Terms and Conditions); or g) post or transmit (including, without limitation, via e-mail) information, content, software, components or other material onto the Vidacool Sites or in connection with the Services and Products which will infringe the intellectual property rights or other proprietary rights, of any third party; or h) post or transmit (including, without limitation, via e-mail) any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that may constitute a criminal offense or give rise to civil liability; or i) post or transmit (including, without limitation, via e-mail) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication (except as otherwise expressly permitted by Vidacool) or engage in spamming or flooding; or j) harm minors in any way; k) stalk or harass another user; or l) collect or store data about another user; or m) violate, attempt to violate or assist, intentionally, negligently or otherwise, in any violation of the confidentiality or security of any information provided to Vidacool by other users; or n) attempt to transmit to the Vidacool Sites electronic mail messages that could impair or interfere with the operations of the Vidacool Sites, Vidacool, or the operations of any Vidacool Sites user; or o) use any robot, spider, or other automatic device, or manual process to monitor or copy the Vidacool Sites pages or the content contained herein without Vidacool's prior expressed written permission; or p) violate or facilitate any violation of any applicable local, state, federal, or international law, statute, regulation, code, or ordinance, including, without limitation, regulations promulgated by the U.S. Securities and Exchange Commission or the rules of any national or other securities exchange.
You also agree to comply with all laws regarding the transmission of technical data exported from the United States or from the country from which you transmit such data. With respect to each upload of a file on the Vidacool Sites, you represent and warrant that you own or otherwise have the rights or consents necessary to upload the file and you grant to Vidacool as well as to every other user of the Vidacool Sites the right to download, copy and use such file.
Any conduct by you that violates any of the above obligations or is in any way contrary to these Terms and Conditions may result in the suspension or termination of your access to the Vidacool Sites and Services, at Vidacool's sole discretion, in addition to any other remedies set forth herein or otherwise applicable in law or equity.
- Notice of Proprietary Materials
The "VIDACOOL.COM" "Vidacool Network" and "Vidacool" service marks [NOTE TO CLIENT: ARE THERE ANY OTHER MARKS TO BE INCLUDED?] and logos are service marks of Vidacool and any third party trademarks, service marks, logos and trade names appearing on the Vidacool Sites are the property of their respective owners. You acknowledge the rights of Vidacool and the respective third parties in those marks and, further, that you have no right or authorization to copy or use any of those trademarks, service marks, logos, or trade names in any way except as expressly granted by these Terms and Conditions. In addition, the Vidacool Sites and the Services and Products contain material protected by copyrights, patents, or other proprietary rights and laws, including, but not limited to, text, software, photos, videos, graphics, images music and sound (collectively referred to herein as the "Proprietary Material") and such Proprietary Material is owned by Vidacool or third parties. Any use of such Proprietary Material other than as permitted herein is expressly prohibited without the prior permission of Vidacool and/or the relevant rightholder, and you agree not to modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, in whole or in part, any Proprietary Material.
In the event that you believe, in good faith, that any materials on the Vidacool Sites or the Services and Products infringe your copyrights, notifications of claimed copyright infringement should be sent, in accordance with Title 17, United States Code, Section 512(c)(2) (a portion of the "Digital Millenium Copyright Act") to Vidacool's designated agent.
Except as otherwise expressly permitted under copyright law, no posting, copying, downloading, uploading, transmission, retransmission, distribution, redistribution, publication, republication, decompilation, disassembling, reverse engineering, or otherwise modifying or commercially exploiting of any Proprietary Material or material made available through the Vidacool Sites or the Services and Products will be permitted without the express permission of the rightholder. In the event of any copying, redistribution or publication of Proprietary Material as permitted by law, no changes in or deletion of author attribution, trademark, legend, or copyright notice shall be made. The obligation of determining that any material is not subject to intellectual property right(s) rests with you.
- Links and Advertisers
Links to other websites or resources may be provided on the Vidacool Sites, either by Vidacool or by third parties. Because Vidacool cannot control such other websites and resources, you agree that Vidacool is not responsible for the availability of such websites and resources, does not endorse such websites and resources (including any content, goods, or services available thereon), and shall not be liable for any damage or loss alleged to be caused by or related to such content, goods, or services.
You also agree that your interactions and transmissions to advertisers, third parties and vendors found on or through the Vidacool Sites, including payment, delivery of content, goods, or services, privacy, and any other terms and conditions, warranties, and representations related thereto are solely between you and the advertisers, third parties and vendors. You agree that Vidacool is not responsible for any damage or loss alleged to be caused by or related to such interactions and transmissions (or any content, goods, or services intended to be procured through such interactions and transmissions) or the presence of such advertisers, third parties and vendors on the Vidacool Sites.
By agreeing to these Terms and Conditions, you agree to indemnify, defend and hold harmless Vidacool, its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries and affiliates (collectively "Vidacool and Affiliates") from and against any and all liability, including attorneys' fees and costs, incurred by Vidacool and Affiliates in connection with any claim by a third party arising out of your use of the Vidacool Sites or the Services and Products, your breach of any of these Terms and Conditions, your infringement of any intellectual property or proprietary rights of third parties or your violation of any applicable law, regulation or directive. You further agree that you will cooperate as reasonably required in the defense of any such claims. Vidacool and Affiliates reserve the right, at their own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any such claim or matter without the written consent of Vidacool.
You further agree to hold harmless Vidacool and Affiliates from any claim arising from a third party's use of information or materials of any kind that you post in a Public Area. You further agree that Vidacool shall not be liable to you for any action Vidacool takes to remove or restrict access to such material, nor for any action taken to restrict access to material posted in violation of these Terms and Conditions, or in violation of any law, regulation, directive or rights of a third party, including, but not limited to, rights under the copyright law and prohibitions on libel, slander and invasion of privacy.
- Disclaimer of Warranties
YOU USE THE VIDACOOL SITES AND ANY AND THE SERVICES AND PRODUCTS AT YOUR SOLE RISK. THE VIDACOOL SITES AND SERVICES AND PRODUCTS, INCLUDING WITHOUT LIMITATION ANY SOFTWARE, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, VIDACOOL AND AFFILIATES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO: (1) ANY WARRANTY FOR INFORMATION, DATA, SERVICES AND PRODUCTS, UNINTERRUPTED ACCESS, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE VIDACOOL SITES AND THE SERVICES AND PRODUCTS, (2) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, PRODUCTS OR SERVICES AND PRODUCTS, AND (3) ANY WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES OF NON-INFRINGEMENT.
VIDACOOL AND AFFILIATES DO NOT WARRANT THAT THE VIDACOOL SITES OR THE SERVICES AND PRODUCTS ARE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS. VIDACOOL TAKES REASONABLE AND APPROPRIATE MEASURES TO ENSURE THAT INFORMATION PROVIDED BY YOU IS DISCLOSED ONLY TO THOSE SPECIFIED BY YOU (OTHER THAN TO PUBLIC AREAS). HOWEVER, THE INTERNET IS AN OPEN SYSTEM AND VIDACOOL CANNOT AND DOES NOT GUARANTEE THAT THE PERSONAL INFORMATION ENTERED BY YOU WILL NOT BE MISAPPROPRIATED, INTERCEPTED, DELETED, DESTROYED OR USED BY OTHERS. YOU AGREE NOT TO HOLD VIDACOOL AND AFFILIATES LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH MISAPPROPRIATION, INTERCEPTION, DELETION, DESTRUCTION, OR USE OF INFORMATION PROVIDED THROUGH THE VIDACOOL SITES OR THE SERVICES AND PRODUCTS.
VIDACOOL AND AFFILIATES MAKE NO WARRANTY OF ANY KIND AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE VIDACOOL SITES OR THE SERVICES AND PRODUCTS. VIDACOOL AND AFFILIATES ARE NOT AND SHALL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING FROM THE USE OR INABILITY TO USE THE VIDACOOL SITES AND/OR THE SERVICES AND PRODUCTS.
VIDACOOL MAKES NO REPRESENTATIONS ON BEHALF OF THIRD PARTIES OFFERING SERVICES AND PRODUCTS ON OR THROUGH THE VIDACOOL SITES, INCLUDING WITHOUT LIMITATION SERVICES AND PRODUCTS AVAILABLE THROUGH AUCTIONS CONDUCTED ON THE VIDACOOL SITES, NOR IS VIDACOOL RESPONSIBLE FOR THE STATEMENTS, ACTIONS, OR OMISSIONS OF SUCH THIRD PARTIES. VIDACOOL HAS NO CONTROL OVER THE CONTENT ON OTHER WEBSITES THAT MAY BE LINKED TO THE VIDACOOL SITES ("LINKED SITES") AND VIDACOOL IS NOT RESPONSIBLE FOR CONTENT, INCLUDING, WITHOUT LIMITATION, LEGALITY OR PROPRIETY. THE LINKED SITES ARE FOR YOUR CONVENIENCE ONLY AND YOU ACCESS THEM AT YOUR OWN RISK.
VIDACOOL DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES AND PRODUCTS OR THE LINKED SITES, OR AS TO THE ACCURACY, COMPLETENESS, CURRENCY, RELIABILITY OR CONTENT OF ANY INFORMATION OR MATERIAL, OR GOODS PROVIDED BY OR THROUGH THE SERVICES AND PRODUCTS OR THE LINKED SITES. THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, ADEQUACY, COMPLETENESS, CURRENCY, CORRECTNESS, OR VALIDITY OF ANY INFORMATION OR MATERIAL PROVIDED BY OR THROUGH THE VIDACOOL SITES, THE SERVICES AND PRODUCTS OR THE LINKED SITES RESTS WITH YOU.
VIDACOOL DISCLAIMS ALL LIABILITY FOR PRODUCTS OR SERVICES AND PRODUCTS THAT YOU PURCHASE FROM A THIRD-PARTY SITE AND DOES NOT ENDORSE ANY OF THE MERCHANDISE. IF YOU ARE NOT SATISFIED WITH ANY SERVICES AND PRODUCTS PROVIDED BY THIRD PARTIES, YOU MUST CONTACT SUCH THIRD PARTIES DIRECTLY.
VIDACOOL DOES NOT OFFER MEDICAL, LEGAL, INVESTMENT OR REGULATORY ADVICE IN CONNECTION WITH THE SERVICES AND PRODUCTS. MEDICAL, LEGAL, INVESTMENT, OR REGULATORY REFERENCES ON THE VIDACOOL SITES ARE MEANT TO INFORM YOU OF ISSUES THAT MAY BE RELEVANT TO YOU. SUCH REFERENCES ARE MEANT TO FACILITATE INDEPENDENT RESEARCH INTO MATTERS COLLATERAL TO THE SERVICES AND PRODUCTS. YOU SHALL BE SOLELY RESPONSIBLE FOR ALL MEDICAL, LEGAL, INVESTMENT AND COMPLIANCE MATTERS IN CONNECTION WITH THE SERVICES AND PRODUCTS. ANY MESSAGES, ADVICE, OPINIONS OR OTHER INFORMATION CONTAINED IN ANY PUBLIC AREA OR ELSEWHERE ON THE VIDACOOL SITES, UNLESS EXPLICITLY DESIGNATED TO THE CONTRARY, SHOULD NOT BE CONSTRUED AS PROFESSIONAL ADVICE OR INSTRUCTION.
VIDACOOL IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES, OR FOR ANY OTHER CONDUCT BY OTHER USERS OR THIRD PARTIES, AND THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. VIDACOOL IS NOT LIABLE FOR ANY CONTENT PROVIDED BY YOU OR OTHER USERS, INCLUDING BUT NOT LIMITED TO FOR ERRORS OR OMISSIONS IN THE CONTENT OR FOR DAMAGES RESULTING FROM USE OF THE CONTENT PROVIDED BY YOU OR OTHER USERS THAT IS E-MAILED, POSTED IN PUBLIC AREAS, OR OTHERWISE TRANSMITTED THROUGH THE SERVICES AND PRODUCTS.
STATEMENTS MADE ON VIDACOOL SITES, E-MAIL, FORUMS AND OTHER PUBLIC AREAS, REFLECT ONLY THE VIEWS OF THEIR AUTHORS. FORUM HOSTS, MODERATORS OR MERCHANTS APPEARING ON THE VIDACOOL SITES ARE NOT AUTHORIZED VIDACOOL SPOKESPERSONS, AND THEIR VIEWS DO NOT NECESSARILY REFLECT THE VIEWS OF VIDACOOL.
VIDACOOL HAS NO OBLIGATION TO, AND IS NOT LIABLE FOR THE DELETION OR FAILURE TO, STORE ANY MESSAGES, TRANSMISSIONS, POSTINGS, OR CONTENT PROVIDED BY YOU OR OTHER USERS. VIDACOOL DOES NOT SCREEN THE USERS REGISTERING FOR THE VIDACOOL SITE IN ANY WAY, AND THEREFORE WILL NOT BE LIABLE FOR ANY DAMAGES, DIRECT, INDIRECT, INCIDENTAL, AND/OR CONSEQUENTIAL, INCLUDING WITHOUT LIMITATION BODILY INJURY, EMOTIONAL DISTRESS OR DISCOMFORT, OR PHYSICAL DAMAGE, ARISING OUT OF THE USE OF THE VIDACOOL SITES; ARISING OUT OF OR RELATING TO COMMUNICATING AND/OR MEETING WITH OTHER USERS OF THE VIDACOOL SITES OR INTRODUCED TO YOU THROUGH THE VIDACOOL SITES.
- Waiver, Release, and Limitation of Liability
YOU UNDERSTAND THAT, EVEN IF VIDACOOL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER NO CIRCUMSTANCES SHALL VIDACOOL AND AFFILIATES BE LIABLE FOR ANY GENERAL, SPECIAL, DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES WHETHER IN AN ACTION UNDER THEORY OF CONTRACT, TORTIOUS CONDUCT, NEGLIGENCE OR ANY OTHER THEORY, ARISING OUT OF OR RELATING IN ANY WAY TO THE VIDACOOL SITES AND/OR SERVICES AND PRODUCTS, INCLUDING WITHOUT LIMITATION (A) YOUR USE OR INABILITY TO USE THE VIDACOOL SITES AND THE SERVICES AND PRODUCTS, (B) YOUR USE OR RELIANCE ON ANY INFORMATION CONTAINED ON THE VIDACOOL SITES OR THE SERVICES AND PRODUCTS, OR (C) ANY PRODUCTS OR SERVICES AND PRODUCTS ADVERTISED, OFFERED FOR SALE OR MENTIONED ON THE VIDACOOL SITES OR IN RELATION TO THE SERVICES AND PRODUCTS.
YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIM YOU MAY HAVE AGAINST VIDACOOL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTENT PROVIDERS AND SUPPLIERS FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE VIDACOOL SITES, OR THE PRODUCTS AND SERVICES.
YOUR SOLE REMEDY AGAINST VIDACOOL FOR DISSATISFACTION WITH VIDACOOL, THE VIDACOOL SITES AND THE SERVICES AND PRODUCTS IS TO STOP USING THE VIDACOOL SITES AND THE SERVICES AND PRODUCTS. IF, FOR ANY REASON, THE FOREGOING LIMITATION IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE INVALID OR INAPPLICABLE UNDER THE CIRCUMSTANCES, YOU AGREE THAT VIDACOOL'S AND AFFILIATES' TOTAL LIABILITY FOR ALL DAMAGES, LOSSES, OR CAUSES OF ACTION OF ANY KIND OR NATURE SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE § 542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECTS 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."
You acknowledge and agree that Vidacool may suspend or terminate your access or use of the Vidacool Sites or the Services and Products accessed on the Vidacool Sites ("On-line Products"), without prior notice, if you engage in conduct that Vidacool, in its sole discretion, believes violates any term or provision of these Terms and Conditions, otherwise violates the rights of Vidacool or third parties, or is otherwise inappropriate for continued access and use of the Vidacool Sites and the Services and On-Line Products. You further acknowledge and agree that Vidacool may suspend or terminate your access and use of the Vidacool Sites and the Services and On-Line Products at any time, with or without cause, in Vidacool's absolute discretion and without notice. The relevant version of these Terms and Conditions shall continue to apply to all prior use of the Vidacool Sites and the Services and Products. The following paragraphs of these Terms and Conditions shall survive termination of your use or access to the Vidacool Sites or the Services and On-Line Products: paragraphs concerning Indemnification (13), Disclaimer of Warranties (14), Limitations of Liability (15), this paragraph (16); and applicable law and dispute resolution (17(c)), and any other provision that by its terms survives termination of your use or access to the Vidacool Sites or the Services and Products.
- General Provisions
- Failure by Vidacool to enforce any provision(s) of these Terms and Conditions shall not be construed as a waiver of any provision or right.
- Vidacool reserves the right to modify its general practices, as well as modify or discontinue any Services and Products or any portion of the Services and Products (either temporarily or permanently) with or without notice.
- These Terms and Conditions, and all other aspects of your use of the Vidacool Sites shall be governed by and construed in accordance with the laws of Puerto Rico, without regard to its conflict of laws rules. All claims and disputes arising out of these Terms and Conditions, or your use of the Vidacool Sites and/or the Services and Products, other than action for specific performance or injunctive relief, including any question regarding its existence, validity or termination, shall be referred to, and finally resolved by arbitration under the American Arbitration Association, which rules are deemed to be incorporated by reference to this Section 11. Such arbitration proceedings shall take place in Los Angeles, California before a panel of three (3) arbitrators, and you irrevocably consent to the jurisdiction and venue of such a panel. The panel is empowered to order the following remedies in accordance with any provision of these Terms and Conditions: (i) enjoining any party from performing any act prohibited, or compelling a party to perform any act required, by the terms of these Terms and Conditions or any order entered pursuant to these Terms and Conditions or deemed necessary by the panel to resolve disputes arising under or relating to these Terms and Conditions or any order issued by such panel; (ii) where, and only where, violations of these Terms and Conditions have been found, shortening or lengthening any period established by these Terms and Conditions or any order of such panel; and (iii) order such other legal or equitable relief, including any provisional legal or equitable relief, or specifying such procedures as the panel deems appropriate, to resolve any dispute submitted to it for arbitration. The panel shall be empowered to award direct damages, but shall not be empowered to award general, special, indirect, incidental, consequential, exemplary or punitive damages of any kind.
- These Terms and Conditions constitute the entire agreement between you and Vidacool with respect to the Vidacool Sites and the Services and Products provided on the Vidacool Sites and supersedes all prior agreements or understandings, whether written or oral, between you and Vidacool with respect to the Vidacool Sites and the Services and Products provided on the Vidacool Sites.
- If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions shall be enforced to the fullest extent possible, and the remaining Terms and Conditions shall remain in full force and effect.
- These Terms and Conditions inure to the benefit of Vidacool, its successors and assigns.
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