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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.
1.2. Eligibility
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 or guidelines;
(b) requests by law enforcement or other government
agencies;
(c) at your request;
(d) discontinuance or material modification to the Websites
or any portion thereof;
(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.
1.5. Notices
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 the Websites.
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 agreements);
(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 equipment;
(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 time
exchanges;
(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; or
(n) collect or store personal data about other Users in
connection with the prohibited conduct and activities
set forth in paragraphs a through m above.
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 to IVAA.
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.
4. Services
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.
5. Content
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 to use
the intellectual property rights in such Content,
including, but not limited to, any
copyright, trademark, patent or trade secret
information submitted to the
Websites.
(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 or make
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 the Websites.
(b) With respect to all other Content, the perpetual,
irrevocable and unrestricted
license to use, distribute, reproduce, modify, adapt,
publish, translate, publicly
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 usage
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 rules
embedded into the Websites. Any unauthorized
reproduction, publication, further
distribution or public exhibition of the materials
provided on the Websites, in
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 behalf of
the owner of the copyright or other intellectual
property interest;
(b) a description of the copyrighted work or other
intellectual property that you
claim has been infringed;
(c) a description of where the material that you claim is
infringing is located on
the site;
(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 in
your Notice is accurate and that you are the copyright
or intellectual
property owner or authorized to act on the copyright or
intellectual property
owner's behalf.
IVAA’s Agent for Notice of claims of copyright or other
intellectual property infringement can be reached as
follows:
By
mail:
IVAA
Attn: Copyright Agent
561 Keystone Ave, Suite 309
Reno, NV 8950
By Web:
http://www.ivaa.org/contact/index.aspx
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 removed or
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.
7. Privacy
IVAA takes the privacy of our Members' information very
seriously. This section describes the privacy policy, and
some important limitations to it.
7.1. The IVAA Privacy Policy
Registration Data and certain other information about you,
known as "Personally Identifiable Information," is subject
to our Privacy Policy. By using the Websites, you represent
that you have read that Privacy Policy and that you have
accepted its terms. You understand that through your use of
the Websites you consent to the collection and use (as set
forth in the Privacy Policy) 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 and
the public.
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.
8.5. Links
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.
9.3. Indemnification
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.
10.1. Arbitration
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 in connection with these Terms of
Service, the Privacy Policy, your or IVAA’ rights and
obligations under these Terms of Service or the Privacy
Policy, 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.
11. Governance
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 such
relationship.
11.5. Survival
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
barred.
11.7. Captions Not Binding
The captions and numbering of the Agreement are a
convenience only and have no legal effect.
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