Vault ADR - Terms of Use
These Terms of Use apply to the services we provide ("Services") and our websites, microsites, mobile versions of these websites and applications (collectively, the "Sites") that expressly adopt and display or link to these terms of use (the "Terms of Use"), as may be revised from time to time, and that are owned, operated or controlled by Vault ADR, LLC (collectively, "Vault", "we", "our", or "us"). By accessing and using the Sites and Services, the user ("User") acknowledges and agrees to accept and be bound by these Terms of Use.
PLEASE READ THESE TERMS OF USE CAREFULLY. THESE TERMS OF USE CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN THE USER AND VAULT. BY USING THESE SITES AND THE SERVICES, THE USER UNCONDITIONALLY AGREES TO BE BOUND BY THESE TERMS OF USE, INCLUDING ALL EXCLUSIONS AND LIMITATIONS OF LIABILITY HEREIN, AND WARRANTS THAT THE USER HAS FULL AUTHORITY AND CAPACITY, LEGAL AND OTHERWISE, TO USE THE SITES AND SERVICES. THE USER MAY NOT ACCESS OR USE THESE SITES OR THE SERVICES IF THE USER DOES NOT AGREE TO ANY PART OF THESE TERMS OF USE.
THESE TERMS OF USE LIMIT THE REMEDIES AVAILABLE IN THE EVENT OF A DISPUTE AND REQUIRE THAT ALL DISPUTES BE RESOLVED THROUGH BINDING ARBITRATION. THIS MEANS THAT THE USER AGREES TO RESOLVE DISPUTES INDIVIDUALLY ACCORDING TO THE ARBITRATION PROVISIONS BELOW RATHER THAN IN A COURT OF LAW OR THROUGH A CLASS ACTION LAWSUIT.
THE USER ACKNOWLEDGES AND AGREES THAT THE INFORMATION PROVIDED ON OR THROUGH OUR SITES DOES NOT, AND IS NOT INTENDED TO, CONSTITUTE LEGAL ADVICE.
1. Content
All content on our Sites, including, without limitation, all text, graphics, audio, video, music, icons, images, hyperlinks, advertising copy, displays, products, HTML code and scripts (collectively, the "Site Content"), and the collection, arrangement and assembly of the Site Content, is the property of Vault and its sponsors, distributors, or licensors, and is protected by copyright law and other U.S. and international laws and treaties. The User is granted no right, title or interest in or to the Site Content other than the limited license expressly set forth in these Terms of Use. The User may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, incorporate into a website or in any way exploit the Site Content, or any portion thereof, without the express written permission of Vault.
2. Use of Site Content
Subject to these Terms of Use, the User is hereby granted a non-exclusive, non-transferable, limited, revocable license to access and use the Sites and the Site Content for the User's own internal purposes. All rights not expressly granted are reserved by Vault and its licensors. This limited license may be revoked at any time for any reason or no reason.
3. Trademarks
All rights regarding any trademarks, trade names, service marks, logos and/or trade dress (collectively, "Marks") contained in, or used in connection with, the Sites are expressly reserved by Vault and its licensors. The Marks, and all associated logos or images, are registered and/or common law trademarks, and are protected by U.S. and international laws and treaties. No license with respect to the use of the Marks is granted to the User under these Terms of Use or by virtue of User's use of the Sites. The Marks may not be copied, imitated or used, in whole or in part, without the prior written consent of Vault or the applicable rights holder.
4. Links
The Sites may include links to third party websites not operated by Vault. These links are provided for the User's convenience and in no way signify any endorsement of any such websites or the content thereof. Access to any such linked site is at the User's own risk, and VAULT will not have any liability arising out of or related to such sites and/or their content, or for any damages or loss caused or alleged to be caused by or in connection with any use of or reliance on any such content, or any goods or services, available on or through any such site.
5. User Information
Some functionality of the Sites may require the transmission of information provided by the User ("User Information"). User Information may include, but is not limited to, a User's name, address, email address, and telephone number. The User agrees to keep the User Information provided to the Sites current at all times and to promptly update such information in the Sites to the extent of any change. By using such functionality, the User consents to the transmission of User Information to Vault and/or its agents and authorizes Vault and/or its agents to record, process, and store such User Information as necessary for the Sites functionality and for the purposes described in the Privacy Policy [V1]which is incorporated herein by reference.
6. User Content
Vault's Sites and Services may allow the User to upload photographs, videos, documents, or other content ("User Content"). "User Content" does not include any information or other content uploaded to the Vault applications in connection with the ADR Services (defined below). The User shall be solely responsible for the User Content and the consequences of submitting and publishing the User Content via the Sites and related Vault platforms. The User shall retain ownership of all User Content and hereby grants to Vault a non-exclusive, royalty-free, transferable, worldwide right and license to use, reproduce, modify, adapt, publish, translate, transmit, distribute and display the User Content via the Sites and related Vault platforms and for our business purposes. The User also grants to the other users of the Sites and related Vault platforms a non-exclusive license to access the User Content via the Sites and related Vault platforms, and to use, reproduce, distribute and display such User Content as permitted through the functionality thereof and subject to these Terms of Use. The User grants Vault the right to identify the User as the author of any such User Content by name, email address, or screen name, and the User acknowledges that Vault has the right, but is not obligated, to use any such User Content and that Vault may cease utilizing such User Content at any time for any reason. The User agrees not to submit, upload, or otherwise make available via the Sites any User Content (i) that is sensitive or confidential in nature; (ii) that is unlawful, threatening, abusive, harassing, defamatory, libelous, obscene, vulgar, profane, injurious to third parties, or which invade another person's privacy, further the commission or concealment of a crime, or are otherwise objectionable; (iii) that infringes the copyright or other intellectual property rights of a third party; or (iv) with respect to which the User does not have the rights necessary to transmit and publish such content or materials, or to grant Vault the license to use such content or materials as described herein. The User acknowledges that Vault has no obligation to monitor or screen User Content submitted to the Sites, but that Vault shall have the right (but not the obligation) to reject, remove or delete any User Content that violates these Terms of Use or that is otherwise objectionable.
7. Third Party Content
The User understands and agrees that Vault does not control and is not responsible for any content made available on the Sites by other users. The User's use of, or reliance on, any information contained in such third-party content is at the User's sole risk. Under no circumstances will Vault be liable for any such third-party content or for any loss or damage resulting from the User's use of, or reliance on, such third-party content.
8. Acceptable Use
The User's permitted use of the Sites and Site Content is limited to the standard functionality of the Sites. In no event may the Sites be used in a manner that (i) is unlawful, fraudulent or deceptive, (ii) harasses, abuses, stalks, threatens, defames, or otherwise infringes or violates the rights of any third party (including, without limitation, the rights of publicity or other proprietary rights), (iii) uses technology or other means not authorized by Vault to access Site Content, (iv) attempts to introduce viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment, (v) attempts to gain unauthorized access our systems or user accounts, (vi) encourages conduct that would constitute a criminal offense or that gives rise to civil liability, (vii) attempts to damage, disable or overburden our servers or networks, or (viii) fails to comply with applicable third-party terms. The User must comply with all applicable third-party terms (e.g., wireless carrier terms of service) at all times while using the Sites. Vault reserves the right, in its sole discretion, to terminate the license granted to the User hereunder and/or bring legal action against the User if the User engages in, or Vault reasonably believes the User has engaged in or is engaging in, use that violates these Terms of Use. Our failure or delay in taking such actions does not constitute a waiver of its rights to enforce these Terms of Use.
9. Vault Application
The Services we provide to the User may include use of our web-based application ("App") for the exchange of confidential settlement offers between parties to facilitate resolution of a disputed amount ("Resolution Process"). Use of the App is subject to the terms and conditions of the Vault ADR Party Agreement and the payment of applicable fees. The User acknowledges and agrees that Vault will not be liable to the User or to any third party for the results of the Resolution Process, any costs and expenses arising from the Resolution Process, or Vault's failure to keep records of the Resolution Process.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE APP AND THE RESOLUTION PROCESS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. VAULT EXPRESSLY DISCLAIMS ANY WARRANTIES REGARDING THE APP AND THE RESOLUTION PROCESS, INCLUDING WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
10. Technological and Financial Requirement for Use
You must have compatible computing or mobile devices, access to the Internet, and certain necessary software in order to use the Sites. Fees and charges may apply to your use of the mobile services and to the Internet. You are individually and solely responsible for any such fees, costs, or expenses you incur in relation to your use of the Sites.
11. Information Disclaimer
Vault attempts to be as accurate as possible regarding the information and descriptions it provides on the Sites. However, unless specifically stated otherwise in writing on the Sites, Vault does not warrant that information, descriptions or Site Content are accurate, complete, reliable, current, or error-free. From time to time, the Sites may contain typographical errors, inaccuracies, or omissions. Vault reserves the right to revise such errors, inaccuracies, or omissions without notice. In addition, Vault reserves the right, without prior notice, to prohibit any User from using the Services.
12. Eligibility; Jurisdiction
The User represents and warrants that (i) the User is at least 18 years of age and is fully competent and able to enter into these Terms of Use and to abide by the terms hereof; (ii) the User is not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a "terrorist support" country; and (iii) the User is not included on any U.S. Government list of prohibited or restricted parties. Vault provides the Sites for use in the United States of America. Vault does not represent the Sites are available or appropriate for use in other jurisdictions. Any access to or use of the Sites from other jurisdictions is at the User's sole risk and the User is responsible for complying with all applicable local laws.
13. Disclaimers
VAULT AND ITS LICENSORS do not warrant or guarantee the accuracy, RELIABILITY or completeness of the Site Content or represent that the Sites or the site Content is error-free or capable of operating on an uninterrupted basis. THE SITES ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
14. Limitation of Liability
use of the Sites is at THE USER'S own risk. TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, Vault AND ITS LICENSORS shall NOT be LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO: (i) use or misuse of the SITES OR the SITE Content; (ii) inability to access or use the SITES or the SITE Content; (iii) any loss or corruption of data or information submitted VIA the SITES; (iv) any communications or services provided by, or requested from, Vault via the Sites; or (V) ANY PERSONAL INJURY (INCLUDING DEATH) OR PROPERTY DAMAGE RESULTING FROM ACCESS TO OR USE OF THE SITES. The foregoing limitations of liability shall apply whether the claim is based on warranty, contract, tort, or any other legal theory, and whether or not Vault is advised of the possibility of such damages.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT WILL Vault'S AGGREGATE LIABILITY EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT THE USER PAID TO Vault, IF ANY, IN THE SIX (6) MONTHS PRECEDING THE CLAIM FOR THE SERVICES GIVING RISE TO THE CLAIM. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. THE USER AGREES THAT Vault'S AFFILIATES, PARTNERS, SUPPLIERS, AGENTS, AND LICENSORS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THE USER'S USE OF OR INABILITY TO USE THE SITES OR SERVICES.
NOTE THAT SOME JURISDICTIONS PROHIBIT THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND THEREFORE THE LIMITATIONS AND EXCLUSION ABOVE MAY NOT APPLY TO YOU. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
15. Indemnity
Upon request by Vault, the User agrees to indemnify, defend and hold harmless Vault and its employees, contractors, officers, directors, and licensors from and against all claims, suits, demands, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) that arise from: (i) the User's use or misuse of the Sites; (ii) the User's violation of these Terms of Use; (iii) the User's violation of any third party right, including without limitation any copyright, property or privacy right; or (iv) any claim that the User Content resulted in damage to a third party. Vault reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event the User will cooperate with Vault in asserting any available defenses.
16. Changes to Sites
At any time and without notice to the User, Vault may change or modify the Sites, or any features or functions thereof, or may suspend or discontinue the Sites, or stop supporting the Sites, or any aspect thereof. Any such termination, change, suspension or discontinuance shall be without liability to the User.
17. Changes to Terms; Updates
Vault reserves the right to change these Terms of Use at any time, and in its sole discretion, by changing these Terms of Use within the Sites. The User's continued use of the Sites after any such changes to these Terms of Use are made available through the Sites will constitute the User's acceptance of those changes. These Terms of Use shall govern any updates to, or supplements or replacements for, the Sites unless separate terms are provided in conjunction with such updates, supplements or replacements - in which case such separate terms will apply.
18. Governing Law
These Terms of Use are governed by the laws of the State of Ohio and applicable federal laws of the United States of America, without giving effect to conflict of laws principles. The User irrevocably consents to the exclusive jurisdiction of the federal and state courts situated in Cincinnati, Ohio for purposes of any legal action arising out of or related to these Terms of Use or use of the Sites.
19. Support or Maintenance
Although we may choose to provide support or maintenance for the Sites, the User acknowledges and agrees that we are under no obligation to do so.
20. Restricted Access
Some parts of the Sites may be restricted to certain users. If the User has permission to access restricted parts of the Sites, the User agrees to not share the User's access information and password with third parties. We may change the restricted parts of the Sites from time to time. If the User does not have access to restricted parts of the Sites, the User agrees not to use another user's account to gain such access or otherwise attempt to gain improper access to the restricted parts of the Sites.
21. Dispute Resolution
Unless both parties agree otherwise, the User and Vault agree that any dispute, claim, or controversy arising out of or relating to the Sites, the Services provided by Vault, or these Terms of Use will be resolved by binding mediation in Cincinnati, Ohio.
If binding mediation is unsuccessful after a period of thirty (30) days, the dispute will escalated to mandatory binding arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, and the judgment of its arbitrator(s) may be entered by any court of competent jurisdiction.
The User agrees that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and THE PARTIES FURTHER AGREE THAT EACH IS WAIVING ITS CONSTITUTIONAL RIGHT TO A TRIAL BY JURY AS WELL AS THE RIGHT TO BRING OR PARTICIPATE IN A CLASS ACTION OR MULTI-PARTY ACTION. ALL CLAIMS AND DISPUTES RELATED TO THE USER'S USE OF THE SITES OR SERVICES OR ARISING UNDER THESE TERMS OF USE MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. ANY DISPUTE, CLAIM, OR CAUSE OF ACTION THAT THE USER MAY HAVE ARISING OUT OF OR RELATING TO THE SITES, SERVICES, OR THESE TERMS OF USE MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION WILL BE PERMANENTLY BARRED.
If any portion of these Terms are held invalid, it is agreed that the remaining provisions shall continue in full force and effect. Likewise, the User agrees that if any legal action is brought, it must be brought in Cincinnati, Ohio.
Notwithstanding the foregoing, the User agrees that Vault may seek injunctive or other appropriate relief in the appropriate state or federal court should the User violate or threaten to violate the intellectual property rights of Vault or our partners, suppliers, or licensors, and the User consents to exclusive jurisdiction and venue in such courts.
22. Contact
Any questions, complaints, or claims regarding the Sites may be directed to: info@backchanneladr.com.