IVAA Terms of Service
Welcome to the IVAA Websites from the International Virtual Assistants Association, an online presence and community for the non-profit organization dedicated to the professional education and development of members of the Virtual Assistance profession, and to educating the public on the role and function of the Virtual Assistant. The IVAA Websites, including but not limited to www.ivaa.org, www.ivaaforum.org, www.vasummit.org, http://live.vasummit.org, http://online.vasummit.org, www.ivaacast.org, and the services available at therein, are operated by the International Virtual Assistants Association ("IVAA"), a Nevada non-profit organization. By using the IVAA Websites at ivaa.org, www.ivaaforum.org, www.vasummit.org, http://live.vasummit.org, http://online.vasummit.org, www.ivaacast.org ("the Websites" or "Websites"), you agree to be bound by these terms of service. In addition, if you wish to become an IVAA Member, and access IVAA and Websites Member Services ("the Services"), you must read this Terms of Service Agreement ("the Agreement"), and indicate your acceptance of the terms of the Agreement by following the instructions on the registration page, and checking the box on that page indicating that you have read the Agreement, and agree to its terms.
Some sections of the Agreement modify very important rights. In those sections, the text is written in all capital letters. As you review the Agreement, please pay particular attention to those sections in all capital letters.
1. This Agreement
The following sections describe the basic parameters of the Agreement, including
requirements for eligibility to use the Websites and the Services, modification
of the Agreement, termination of the Agreement, and how IVAA gives notice of
changes to the Agreement. The Agreement was last modified on August 5, 2009.
1.1. The Agreement Generally
This Terms of Service Agreement ("the Agreement") sets forth the
legally binding terms for your use of the Websites and the Services. By using
the Websites, you agree to be bound by the Agreement, whether you are a "Visitor",
which means that you are simply viewing the Websites with an internet browser
or other software, or you are a "Member", meaning you have registered
with IVAA for one or more of the IVAA Services. The term "User" refers
to both Visitors and Members. You are only authorized to use the Websites,
whether such use is intentional or not, if you agree to abide by the Agreement
and all other applicable laws. Please read the Agreement carefully and save
it. If you do not agree with it, you should leave the Websites immediately,
and should not return to the Websites in the future.
You must be eighteen (18) years old or older to use the Websites, register
as a Member, or access any of the Services. Use of the Websites, and use of
any of the IVAA services, is void where it is prohibited. By agreeing to these
terms, you represent that you are eighteen (18) years old or older, have the
right, authority, and capacity to enter into the Agreement, and to abide by
all of the terms and conditions of the Agreement.
1.3. Modification of the Agreement
IVAA may modify the Agreement from time to time and such modification will
be effective upon posting on the Websites. You agree to be bound to any changes
to the Agreement when you use the Websites after any such modification is posted.
It is important that you review the Agreement regularly to ensure you are aware
of any changes. The current version of the Agreement can always be viewed and
printed at http://www.ivaa.org/terms/terms.aspx.
1.4. Termination of the Agreement
You agree that IVAA may, without prior notice and at IVAA’s sole discretion,
immediately terminate your IVAA account and access to the Websites. Cause for
such termination may include, but is not limited to:
- (a) breaches or violations of the Agreement or other incorporated agreements
- (b) requests by law enforcement or other government agencies;
- (c) at your request;
- (d) discontinuance or material modification to the Websites or any portion
- (e) unexpected technical or security issues or problems;
- (f) extended periods of account inactivity;
- (g) your engagement in fraudulent or illegal activities, whether related
to your use of the Websites or not; or
- (h) nonpayment of any fees owed by you in connection with the Websites
or the Services.
If IVAA terminates your Membership, IVAA may take the following actions:
- (a) removal of access to all offerings within the Websites or the Services;
- (b) deletion of your password and all related information, files and Content
associated with or inside your account; and
- (c) barring of further use of the Websites or the Services.
IVAA’s failure to take one of these actions is not a waiver of its right to
terminate your account and does not constitute a decision that your account
is not terminated. Further, you agree that IVAA will make the decision to terminate
your account at IVAA’s sole discretion, and that IVAA will not be liable to
you or to any third party for any damages resulting from termination of your
account, or loss of access to the Websites.
IVAA may provide you with notices, including those regarding changes to the
Agreement, at IVAA’s sole discretion, in any manner IVAA decides, including,
but not limited to, posting to the Websites, email or regular mail.
2. Your Obligations
As a part of your acceptance of the Agreement, and in consideration for IVAA
providing continued access to the Services or the Websites, you have certain
obligations. These include, but are not limited to, the obligations described
in this section.
2.1. Your Registration Obligations
In consideration of your use of the Websites or the Services, you represent
that you are of legal age to form a binding contract and are not barred from
receiving services under the laws of the United States or other applicable
jurisdiction. You also agree to: (a) provide true, accurate, current and complete
information about yourself as prompted by the Websites registration form (the "Registration
Data") and (b) maintain and promptly update the Registration Data to keep
it true, accurate, current and complete. If you provide any information that
is untrue, inaccurate, not current or incomplete, or IVAA has reasonable grounds
to suspect that such information is untrue, inaccurate, not current or incomplete,
IVAA has the right to suspend or terminate your account and refuse any and
all current or future use of the Websites (or any portion thereof). By using
the Websites, you represent and warrant that you have the right, authority,
and capacity to enter into the Agreement and will abide by the terms and conditions
of the Agreement.
2.2. Member Account, Password, and Security
Should you apply to become a Member of the Websites, meaning you are granted
access to the Services, you will receive a password and account designation
upon completing the registration process. You are responsible for maintaining
the confidentiality of the password and account and are fully responsible for
all activities that occur under your password or account. By applying for membership,
in addition to your consent to abide by the other terms of the Agreement, you
expressly agree to:
- (a) immediately notify IVAA of any unauthorized use of your password or
account or any other breach of security, and
- (b) ensure that you exit from your account at the end of each session.
IVAA cannot and will not be liable for any loss or damage arising from your
failure to comply with this Section.
IVAA may charge a fee for Membership in or access to the Websites or the Services
as it deems appropriate. Such fee shall be non-refundable.
2.3. Bandwidth Limitations
You understand that you will use only a reasonable amount of "bandwidth," that
is, that you are responsible for ensuring that the amount of data transmitted
between third-parties and the IVAA Websites for the purposes of viewing Content
that you control will remain within a reasonable limit. IVAA will set that
limit at its sole discretion. IVAA may take any action it deems necessary to
cure usage of an unreasonable amount of bandwidth, including, but not limited
to, removing access to Content causing unreasonable bandwidth usage, either
temporarily or permanently; temporarily or permanently suspending your Member
account; or terminating the Agreement.
2.4. Member Provided Content
You understand that all user submitted information, data, text, software,
music, sound, photographs, graphics, video, messages or other materials ("Content"),
whether publicly posted or privately transmitted, are the sole responsibility
of the person from whom such Content originated. This means that you, and not
IVAA, are entirely responsible for all Content that you transmit or make available
via the Websites. IVAA does not control the Content posted via the Websites
and, as such, does not guarantee the accuracy, integrity or quality of such
Content. You understand that by using the Websites, you may be exposed to Content
that is offensive, indecent or objectionable. Under no circumstances will IVAA
be liable in any way for any Content, including, but not limited to, any errors
or omissions in any Content, or any loss or damage of any kind incurred as
a result of the use of any Content transmitted otherwise made available via
2.5. Member Conduct
You agree that you will not use the Websites to:
- (a) transmit or make available any Content that is unlawful, harmful,
threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene,
libelous, invasive of another's privacy, hateful, or racially, ethnically
or otherwise objectionable;
- (b) harm minors in any way;
- (c) impersonate any person or entity, including, but not limited to,
an IVAA official, forum leader, guide or host, or falsely state or otherwise
misrepresent your affiliation with a person or entity;
- (d) forge headers or otherwise manipulate identifiers in order to disguise
the origin of any Content transmitted through the Websites;
- (e) transmit or make available any Content that you do not have a right
to make available under any law or under contractual or fiduciary relationships
(such as inside information, proprietary and confidential information learned
or disclosed as part of employment relationships or under nondisclosure
- (f) transmit or make available any Content that infringes any patent,
trademark, trade secret, copyright or other proprietary rights of any party;
- (g) transmit or make available any unsolicited
or unauthorized advertising, promotional materials, "junk mail," "spam," "chain
letters," "pyramid schemes," or any other form of solicitation,
except in those areas (such as shopping) that are designated for such purpose;
- (h) transmit or make available any material 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
- (i) disrupt the normal flow of dialogue, cause
a screen to "scroll" faster
than other Users of the Websites are able to type, or otherwise act in
a manner that negatively affects other Users' ability to engage in real
- (j) interfere with or disrupt the Websites or servers or networks connected
to the Websites, or disobey any requirements, procedures, policies or regulations
of networks connected to the Websites;
- (k) intentionally or unintentionally violate any applicable local, state,
national or international law, including, but not limited to, regulations
promulgated by the U.S. Securities and Exchange Commission, any rules of
any national or other securities exchange, including, without limitation,
the New York Stock Exchange, the American Stock Exchange or the NASDAQ,
and any regulations having the force of law;
- (l) provide material support or resources (or to conceal or disguise
the nature, location, source, or ownership of material support or resources)
to any organization(s) designated by the United States government as a
foreign terrorist organization pursuant to section 219 of the Immigration
and Nationality Act;
- (m) "stalk" or otherwise harass another;
- (n) collect or store personal data about other Users in connection with
the prohibited conduct and activities set forth in paragraphs a through
2.6. No Resale of Services
You agree not to reproduce, duplicate, copy, sell, trade, resell, or exploit
for any commercial purpose, any portion of the Websites, use of the Websites,
or access to the Websites.
2.7 IVAA Forms Library
IVAA may make available to visitors or Members, certain sample forms, documents,
or templates via the IVAA forms library. IVAA assumes no responsibility for
any losses incurred as a result of the use of the forms. IVAA also does not
endorse any particular form. These documents are meant for example purposes
only. Any legal agreement should be reviewed by a qualified attorney for enforcement.
2.8 Other IVAA services
IVAA may make available to visitors or Members, other services via the Websites,
including but not limited to forums, discussion boards, job postings, membership
directories, and the like. IVAA assumes no responsibility for any losses incurred
as a result of the use of the forms. IVAA also does not endorse any content
posted on such a service by IVAA or by another user.
3. IVAA’s Intellectual Property
IVAA owns certain valuable intellectual property included in the Websites.
The following describes your license to use that intellectual property, and
your obligations to use it in accordance with that license.
3.1. Ownership of the Information
This Websites contains information, text, software, photos, video, graphics,
music, sounds, and other material (called "Materials") that are protected
by copyrights, trademarks, trade secrets, patents or other proprietary rights
(called "Intellectual Property Rights"). These Intellectual Property
Rights are valid and protected in all forms, media and technologies existing
now or developed later. All right, title, and interest in these Materials,
with the sole exception of any Member provided Content, belong solely and exclusively
3.2. Use of the Information and Materials on the Websites
Except as you may be expressly permitted by the Agreement, you may not use,
modify, adapt, reformat, download, upload, post, reproduce, broadcast, publish,
display, perform, transfer or redistribute any Materials in any form, format
or media or by means of any technology without obtaining the prior written
authorization of IVAA, and any other owner of the Intellectual Property Rights
in such Materials.
You must have prior written permission from IVAA to reproduce Materials from
the Websites. If you reproduce Materials from the Websites, you must preserve
any copyright, trademark or other notices contained in or associated with the
Materials. This means, among other things, that if the specific Material you
are reproducing does not contain the relevant notices that appear on the Websites,
you must go to the place on the Websites where such notices appear and copy
them into the Materials you are reproducing.
3.3. IVAA's Copyrights and Trademarks
All copyrights and copyrightable materials which are part of IVAA that are
not Member Content, including without limitation, the IVAA logos, designs,
text, graphics, pictures, photos, files, software, applications, code, hidden
text, databases and other files and the selection and arrangement thereof are
COPYRIGHT © 2009 IVAA. ALL RIGHTS RESERVED.
International Virtual Assistants Association®, IVAAsm, YOUR WORLDWIDE CONNECTION
TO VIRTUAL PROFESSIONALS®, ETHICSCHECK®, VA SUMMIT®, and the IVAA logo are
trademarks of IVAA and may not be copied, imitated or used, in whole or in
part, without the prior written permission of IVAA.
IVAA offers certain services to its Members. These sections describe those
services, and IVAA’s policy for changing those services.
4.1. Description Of The Services
IVAA provides Users with access to a rich collection of resources through
the Websites, including various communications tools, forums, message boards,
search services and personalized Content. The IVAA Websites is an internet
page designed to be accessed through the use of software such as Microsoft
Internet Explorer, Firefox, Safari, Opera, or other "web browsers." Services
provided through the Websites and the Content of the Websites could include
inaccuracies, typographical errors or other errors. We make no commitment,
nor have any obligation, to update information or material on the Websites.
You should not rely upon any information on the Websites in making business,
financial, personal or other decisions. Furthermore, IVAA does not sanction
or approve the opinions of Visitors, Members or third parties expressed on
the Websites or on web sites linked to the Websites. You understand and agree
that the Websites is provided "AS-IS" and that IVAA assumes no responsibility
for any un-timeliness in delivery, deletion of, mis-delivery of or failure
to store any User communications or personalization settings.
4.2. Modifications To Services
IVAA reserves the right at any time and from time to time to modify or discontinue,
temporarily or permanently, the Websites (or any part thereof) with or without
notice. You agree that IVAA shall not be liable to you or to any third party
for any modification, suspension or discontinuance of the Websites.
As part of the IVAA services, IVAA may allow you to post your own text, images,
files, music or videos ("Content") to the Websites or to transmit
Content to other Visitors, Members, or third-parties. These sections govern
the posting or transmission of your Content.
5.1. Content Submitted or Made Available for Inclusion in the IVAA Websites
By submitting Content to the Websites, you acknowledge:
- (a) You own all intellectual property rights in such Content, or have license
the intellectual property rights in such Content, including, but not limited
copyright, trademark, patent or trade secret information submitted to the
- (b) You alone shall defend any proceeding regarding the
ownership of, usage of
or rights to such Content, at your own expense.
IVAA does not claim ownership of, or any right in, Content you submit to or
make available for inclusion in the Websites. However, with respect to such
Content, you grant IVAA the following worldwide, royalty-free, and non-exclusive
license, as applicable:
- (a) With respect to text, photographs, graphics, audio or video you submit
available for inclusion on publicly accessible areas of the Websites, the license
to use, distribute, reproduce, modify, adapt, publicly perform and
publicly display such Content on the Websites solely for the purpose for which
such Content was submitted or made available. This license exists only for
as long as you elect to continue to include such Content on the Websites,
and will terminate at the time you remove, or IVAA removes such Content from
- (b) With respect to all other Content, the perpetual, irrevocable and unrestricted
license to use, distribute, reproduce, modify, adapt, publish, translate,
perform and publicly display such Content and to incorporate such Content
into other works in any format or medium now known or later developed.
For the purposes of this section, "publicly accessible" areas of
the Websites are those areas of the Websites that IVAA, at its sole discretion,
intends to be viewable to Visitors as well as to Members.
5.2. Removal of Content
You agree that IVAA has the right, but not the obligation, in its sole discretion
to pre-screen, move, or remove any Content that violates the terms of the Agreement,
any Content that violates any of IVAA’ intellectual property rights, or a third-party's
intellectual property rights; or any other Content, without limitation, that
is available via the Websites.
5.3. IVAA’s transmission and processing of your Content
You understand that the technical processing and transmission of the Websites
and the Services, including User generated Content, may involve
- (a) transmissions over various networks; and
- (b) changes to conform and adapt to technical requirements of connecting
networks or devices. You understand that the Websites and software embodied
within the Websites may include security components that permit digital
materials to be protected, and that use of these materials is subject to
rules set by IVAA and/or Content providers who provide Content to the
Websites. You may not attempt to override or circumvent any of the usage
embedded into the Websites. Any unauthorized reproduction, publication, further
distribution or public exhibition of the materials provided on the Websites,
whole or in part, is strictly prohibited.
6. Claims of Copyright or Trademark Infringement
This section describes the way in which IVAA resolves claims of copyright
or trademark infringement involving actions by Members.
6.1. Notice and Procedure for Infringement Claims
IVAA respects the intellectual property of others, and we ask our Users to
do the same. IVAA may, in appropriate circumstances and at its discretion,
disable or terminate the accounts of Users who may repeatedly infringe others'
intellectual property rights. If you believe that your work has been copied
in a way that constitutes copyright infringement, or your intellectual property
rights have been otherwise violated, please provide IVAA’s Copyright Agent
the following information:
- (a) an electronic or physical signature of the person authorized to act on
the owner of the copyright or other intellectual property interest;
- (b) a description of the copyrighted work or other intellectual property
claim has been infringed;
- (c) a description of where the material that you claim is infringing is
- (d) your address, telephone number, and email address;
- (e) your statement that you have a good faith belief that the disputed
use is not
authorized by the copyright owner, its agent, or the law;
- (f) your statement, made under penalty of perjury, that the above information
your Notice is accurate and that you are the copyright or intellectual
property owner or authorized to act on the copyright or intellectual property
IVAA’s Agent for Notice of claims of copyright or other intellectual property
infringement can be reached as follows:
International Virtual Assistants Association
Attn: Copyright Agent
2360 Corporate Circle, Suite 400
Henderson, NV 89074
6.2. Counter Notice and Procedure
If material you have posted on the IVAA Websites been removed pursuant to
the Notice and Infringement process described above in section 6.1, and you
believe that that material is not infringing, or that your use of the material
is by permission of the copyright owner or in accordance with law, you may
send a counter-notice to the Copyright Agent containing the following information:
- (a) your physical or electronic signature;
- (b) identification of the content that has been removed or to which access
has been disabled and the location at which the content appeared before
it was removed or disabled;
- (c) a statement that you have a good faith belief that the content was
disabled as a result of mistake or a misidentification of the content; and
- (d) Your name, address, telephone number, and e-mail address.
If IVAA’s Copyright Agent receives a counter-notice, IVAA may send a copy
of the counter-notice to the original complaining party informing that party
that IVAA may replace the removed content or cease disabling it in 10 business
days. Unless the copyright owner files an action seeking a court order against
the content provider or Member, the removed content may be replaced, or access
to it restored, in 10 to 14 business days or more after receipt of the counter-notice,
at IVAA’s sole discretion.
IVAA takes the privacy of our Members' information very seriously. This section
Registration Data and certain other information about you, known as "Personally
you have accepted its terms. You understand that through your use of the Websites
of this information, including the transfer of this information to the United
States and/or other countries for storage, processing and use by IVAA, its
affiliates and under certain circumstances, commercial partners. The IVAA Privacy
Policy can be viewed and printed at http://www.IVAA.org/terms/privacy.aspx.
7.2. Special monitions for International Use
Recognizing the global nature of the Internet, you agree to comply with all
rules regarding online conduct specific to any geographic location in which
you use the Websites. You also agree to comply with any applicable United States
export rules that may govern the geographic location in which you use the Websites.
7.3. Limitation on the Privacy of Your Registration Data and Content
You agree that IVAA may access, preserve and disclose your account information
and Content if required to do so by law or in a good faith belief that such
access preservation or disclosure is reasonably necessary to:
- (a) comply with legal process;
- (b) enforce the AgreeAdment;
- (c) respond to claims that any Content violates the rights of third parties;
- (d) respond to your requests for customer service; or
- (e) protect the rights, property or personal safety of IVAA, its Users
8. Your Relationship with Third Parties
You may enter into relationships with third parties through the Websites or
the Services, either with other Visitors to or Members of the IVAA community,
advertisers, or third-parties located through links on the IVAA site. IVAA
is not responsible for the actions of third parties. This section notifies
you of those limitations.
8.1. Dealings with Advertisers or Third Parties
You agree that IVAA is not liable for any damage incurred as the result of
any correspondence or dealing between you and a third party found through your
use of the Websites. You agree that IVAA is not liable for any damage incurred
as the result of the presence of any advertiser or Member on the Websites.
8.2. Dealings with Preferred Partners
IVAA may from time to time provide suggested vendors in its Preferred Partners
program. You agree that IVAA is not liable for any damage incurred as the result
of any correspondence or dealing between you and a Preferred Party found through
your use of the Websites. You agree that IVAA is not liable for any damage
incurred as the result of the presence of any advertiser or Member on the Websites.
8.3. Member Disputes
You agree that you are solely responsible for your interactions with other
Members. IVAA has no obligation to monitor disputes between you and other Members.
However, IVAA reserves the right to monitor disputes between you and other
Members, and to take any action that IVAA feels may be appropriate at our sole
discretion, consistent with the terms of the Agreement.
8.4. Member Interactions and Physical Meetings
Through the IVAA service we may provide tools that enable our Users to arrange
physical meetings at venues that may include, but are not limited to, public
parks, private homes, or private enterprise. We do not supervise these meetings,
and are not involved in any way with the actions of any individuals at these
meetings. We have no control over the identity or actions of the individuals
who are present at these meetings. We ask that you exercise caution and good
judgment when attending these meetings.
Because IVAA does not supervise or control physical meetings or interactions
between Members and other persons or companies, and because IVAA is not involved
in any way with physical transportation to or from physical meetings or interactions,
nor with the actions of any individuals at these meetings, IVAA cannot guarantee
the true identity, age, or nationality of Users of the IVAA services. IVAA
has very limited control, if any, over the quality, safety, morality, legality,
truthfulness or accuracy of various aspects of the IVAA services.
Therefore, IVAA IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL
INJURY OR DEATH, RESULTING FROM INTERACTIONS BETWEEN OR AMONG MEMBERS AND THIRD
PARTIES, ARISING OUT OF OR RELATED TO INTERACTIONS BETWEEN OR AMONG MEMBERS,
ARISING OUT OF OR RELATED TO OUR RESOLUTION OF DISPUTES BETWEEN OR AMONG MEMBERS,
OR ARISING OUT OF OR RELATED TO YOUR TRANSPORTATION TO A MEETING WITH ANY MEMBER
OR THIRD PARTY.
You further waive any and all rights and benefits otherwise conferred by any
statutory or non-statutory law of any jurisdiction that would purport to limit
the scope of a release or waiver. You waive and relinquish all rights and benefits
which you have or may have under Section 1542 of the Civil Code of the State
of California or any similar provision of the statutory or non-statutory law
of any other jurisdiction (including without limitation the states of Missouri,
Delaware and Pennsylvania) to the full extent that you may lawfully waive all
such rights and benefits.
IVAA, Visitors, Members or third parties may provide links from the Websites
to other World Wide Web sites or resources. Because IVAA has no control over
such sites and resources, you agree that IVAA is not responsible for the availability
of such external sites or resources, including those of Preferred Partners,
and you agree that IVAA does not endorse and is not responsible or liable for
any Content, advertising, products or other materials on or available from
such other sites or resources. You further agree that IVAA is not liable, directly
or indirectly, for any damage or loss caused by or in connection with the use
of or reliance on any such Content, goods or services associated with any such
site or resource.
8.6 Requests for Proposals submitted via IVAA and the Websites
IVAA may make available, to visitors or Members, a procedure for submitting
a request to locate products and services from virtual assistants (“RFPs”).
IVAA is not liable for any damage incurred as the result of any correspondence
or dealing between you and any contact provided via an RFP. You agree that
IVAA is not liable for any damage incurred as the result of the actions or
inactions of any RFP service provider.
9. Disclaimers and Limitations
This section includes important disclaimers and limitations on IVAA’s liability.
9.1. Disclaimer of Warranties
THIS SECTION IS EXTREMELY IMPORTANT. PLEASE READ IT CAREFULLY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES AND INFORMATION ON THE
IVAA WEBSITES ARE PROVIDED ENTIRELY "AS IS," WITHOUT ANY WARRANTY
WHATSOEVER, AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING
WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY EXPRESSLY DISCLAIMED, AND
YOU HEREBY WAIVE ALL SUCH WARRANTIES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, YOU OBTAIN FROM IVAA OR
THROUGH OR FROM THE IVAA WEBSITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED
IN THIS AGREEMENT.
9.2. Limitation of Liability
THIS SECTION IS EXTREMELY IMPORTANT. PLEASE READ IT CAREFULLY
IN NO EVENT SHALL IVAA, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, SUBCONTRACTORS,
SUPPLIERS, AGENTS, AFFILIATES, SUBSIDIARIES, SUCCESSORS OR ASSIGNS BE LIABLE
TO ANY PARTY FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER INDIRECT
(INCLUDING WITHOUT LIMITATION, COST OF COVER) DAMAGES, LOSS OR INJURY ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SERVICES, CONTENT OR OTHER
MATERIALS PROVIDED OR AVAILABLE HEREUNDER, OR USE OF ANY OTHER LINKS OR LINKED
WEBSITES, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
AND REGARDLESS OF WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING WITHOUT
LIMITATION NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL BASIS NOW OR HEREAFTER
KNOWN. THE TERM "DAMAGES" INCLUDES, WITHOUT LIMITATION, ATTORNEYS
FEES, LOST PROFITS, PHYSICAL AND/OR PERSONAL INJURY, BUSINESS INTERRUPTION,
AND LOSS OF PROGRAMS OR OTHER DATA ON YOUR INFORMATION HANDLING SYSTEM. YOU
AGREE AND ACKNOWLEDGE THE ECONOMIC TERMS OF THIS AGREEMENT FAIRLY AND EQUITABLY
REFLECT THE FOREGOING ALLOCATION OF RISK AND SUCH ALLOCATION OF RISK IS A MATERIAL
INDUCEMENT FOR US TO MAKE AVAILABLE TO YOU OUR SERVICES, WEB SITE AND OTHER
CONTENT AND MATERIALS.
IVAA IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY MEMBER OR OTHER USER OF THE
WEBSITES. IVAA IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING PERSONAL
INJURY OR DEATH, RESULTING FROM ANYONE'S USE OF THE WEBSITES OR THE SERVICE,
ANY CONTENT POSTED ON THE WEBSITES OR TRANSMITTED TO MEMBERS OR OTHER USERS,
OR ANY INTERACTIONS BETWEEN OR AMONG MEMBERS OR OTHER USERS OF THE WEBSITES,
WHETHER ONLINE OR OFFLINE.
You agree to indemnify and defend IVAA and its subsidiaries, affiliates, officers,
agents, employees, partners, licensors and licensees from any claim or demand,
including attorney's fees and costs, made by any third party due to or arising
out of your use of the Websites, your connection with the Websites, or your
violation of the Agreement.
9.4. No Third Party Beneficiaries
You agree that, except as otherwise expressly provided herein, the Agreement
does not confer and is not intended to confer any rights or remedies upon any
person other than you.
9.5. Non-Transferability and No Right of Survivorship
You agree that your right to access the Websites through a Membership is non-transferable
and any rights to your Membership or contents within your account terminate
upon your death. Upon receipt of a copy of a death certificate, a Member’s
account may be terminated and all contents permanently deleted.
9.6. Assumption of Risk
You agree that you must evaluate and bear all risks associated with, the use
of any Content, including any reliance on the accuracy, completeness, or usefulness
of such Content. In this regard, you acknowledge that you may not rely on any
Content created by IVAA or submitted to the IVAA Websites.
10. Dispute Resolution
This section contains agreements regarding how you and IVAA will resolve disputes
between you, including a clause mandating Arbitration in any dispute, and a
clause waiving your rights to pursue a class action against IVAA, or a class
arbitration against IVAA.
You and IVAA each agree to submit to binding arbitration in the event of a
dispute, controversy or claim (each, a "Claim") arising out of or
the Site, the use of the Site, or the services or products that may be provided
by, through, or in connection with the Site.
To the extent you have in any manner violated or threatened to violate IVAA’
intellectual property rights, however, IVAA may seek injunctive or other appropriate
relief in any state or federal court in the state of Nevada, and you consent
to exclusive jurisdiction and venue in such court.
The arbitration will be held in Nevada before one arbitrator on an individual
basis and not as a class action. You expressly waive any right you may have
to arbitrate a dispute as a class action. You also expressly waive your right
to a jury trial. You may select one of the following arbitration organizations
and its applicable rules: the National Arbitration Forum, Box 50191, Minneapolis,
MN 55405-0191 (www.arb-forum.com), or JAMS, Two Embarcadero Center Suite 1100
San Francisco, CA 94111 (www.jamsadr.com).
If you fail to select an arbitration organization within 30 days after notice
from IVAA, IVAA may select the organization. You may obtain a copy of the rules
of each organization by contacting the organization. In the event that any
Claim cannot be submitted to binding arbitration pursuant to the rules of any
such organization, such event shall not affect the enforceability of this clause
so long as the Claim may be submitted to binding arbitration with one of the
organizations. You and IVAA shall agree on one arbitrator to conduct the arbitration
and the arbitrator shall be selected pursuant to the applicable rules. Each
party shall be responsible for its own attorney, expert and other fees, unless
such fees are awarded by the arbitrator to the prevailing party.
10.2. Arbitration Final
The arbitrator's award is final and binding on all parties. The Federal Arbitration
Act (9 U.S.C. $1 et seq.), and not any state law concerning arbitration, governs
all arbitration under this clause. Any court having jurisdiction may enter
judgment on the arbitrator's award. If any part of this clause, other than
waivers of class action rights, is deemed or found to be unenforceable for
any reason, the remainder shall remain enforceable. Notwithstanding anything
to the contrary contained herein, if the waiver of class action rights contained
herein is not enforceable as to any person or persons, the provisions of Section
11.2 of these Terms of Service shall apply to such person or persons only,
and all other persons shall continue to be governed by the Arbitration Clause.
10.3. No Class Action
These Terms of Service provide that all Claims will be resolved by binding
arbitration and not in court or by jury trial. IF A CLAIM IS ARBITRATED, YOU
GIVE UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER
ON ANY CLASS CLAIM YOU MAY HAVE AGAINST THE COMPANY INCLUDING ANY RIGHT TO
CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. WITHOUT
LIMITATION, THIS INCLUDES GIVING UP YOUR RIGHTS TO BRING OR PARTICIPATE IN
A CLASS ACTION AS SET FORTH IN ANY STATE STATUTE.
This section includes several important clauses governing the interpretation
of the contract, where and under what law disputes may be adjudicated, and
other important aspect of the governance of the Agreement.
11.1. Entire Agreement
This Agreement constitutes the final agreement between you and IVAA. It is
the complete and exclusive expression of your agreement on the matters contained
herein. All prior and contemporaneous negotiations and agreements between you
and IVAA on matters contained in the Agreement are expressly merged into and
superseded by the Agreement. The provisions of the Agreement may not be explained,
supplemented or qualified through evidence of trade usage or a prior course
of dealings. In entering into the Agreement, neither you nor IVAA has relied
upon any statement, representation, warranty or agreement of the other party
except for those expressly contained in the Agreement. THERE ARE NO CONDITIONS
PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT, OTHER THAN THOSE EXPRESSLY
STATED IN THIS AGREEMENT.
11.2. Choice of Law, Forum, and Venue
THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ITS CONFLICT
OF LAWS PRINCIPLES, GOVERN ALL MATTERS ARISING OUT OF OR RELATED TO THIS AGREEMENT
AND THE TRANSACTIONS IT CONTEMPLETES, INCLUDING, WITHOUT LIMITATION, ITS INTERPRETATION,
CONSTRUCTION, PERFORMANCE, AND ENFORCEMENT.
You have agreed in Section 10 to submit to binding arbitration. However, if
Section 10 is found not to have legal affect by any court with jurisdiction
over the Agreement, jurisdiction over actions arising out of or related to
the Agreement, and jurisdiction over IVAA, then if you bring a legal action
or proceeding against IVAA arising out of or related to the Agreement, you
agree that you may only bring such action or proceeding in the United States
District Court for the Central District of California, or in any court of the
State of California sitting in Los Angeles County, California
11.3. Severability and Waiver
IVAA’s failure to exercise or enforce any right granted in the Agreement shall
not constitute a waiver of such right.
If any provision of the Agreement is found by a court of competent jurisdiction
to be invalid, you nonetheless agree that such court should endeavor to give
full effect to the parties' intentions as reflected in such provision, and
you agree that other provisions of the Agreement remain in full effect.
11.4. No Agency
This Agreement creates no agency, partnership, joint venture, employee-employer
or franchiser-franchisee relationship between you and IVAA, and intends no
Sections 9, 10, and 11 will survive the termination or expiration of the Agreement.
11.6. Claim Time Limitation
You agree that regardless of any law to the contrary, any claim or cause of
action arising out of or related to use of the Websites, or the Agreement must
be filed within one year after such claim or cause of action arises or be forever
11.7. Captions Not Binding
The captions and numbering of the Agreement are a convenience only and have
no legal effect.