VOXopolis Terms & Conditions (Updated April 14, 2010)
Note! You are concluding a Legally Binding Agreement with VOXopolis Inc. (aka, VOXopolis).
VOXopolis User Agreement
VOXopolis.com is presently in a beta test mode. There may occur bugs and errors in the programming that are being worked out in the beta test period. Use VOXopolis during this beta test period at your own risk.
By accessing, viewing, downloading or otherwise using VOXopolis or any webpage or feature such as widgets, mobile apps and microsite available through VOXopolis, any information provided as part of the VOXopolis services, or any related emails, newsletters or services (hereinafter collectively labeled as “VOXopolis” or the “Services”), or by clicking the sign-up button during the registration process, you conclude a legally binding agreement with VOXopolis, Inc. P.O. Box 8683, Newport Beach, CA, 92658 USA (“we”) based on the terms of this VOXopolis User Agreement (“Agreement”) and become a VOXopolis user (“User”). If you are using VOXopolis on behalf of a company or other legal entity, such entity may have a separate agreement with us, but you are nevertheless individually bound by this Agreement. If you do not want to become a User, do not conclude the Agreement, do NOT click the sign-up button and do not access, view, download or otherwise use any VOXopolis webpage, information or services.
We encourage you to read this User Agreement with great care in order to participate with us as a User in the development of a quality service and first-rate Internet. By becoming a User, you acknowledge that you have read and understood the terms and conditions of this User Agreement and that you agree to be bound by all of its provisions.
1. Your Obligations
Comply with your local, national and international laws as well as this Agreement: You must comply with all applicable laws, the Agreement, as may be amended, and the following terms, which are incorporated into this Agreement.
License and warrant your submissions: You do not have to submit anything to us, but if you choose to submit something (including any User generated content, ideas, concepts, techniques and data), you must grant, and you actually grant by concluding this Agreement, a nonexclusive, irrevocable, worldwide, perpetual, unlimited, assignable, sub-licensable, fully paid up and royalty free right to us to copy, prepare derivative works of, improve, distribute, publish, remove, retain, add, and use and commercialize, in any way now known or in the future discovered, anything that you submit to us, without any further consent, notice and/or compensation to you or to any third parties. By submitting any information to us, you represent and warrant that such submission is accurate, is not confidential, and is not in violation of any contractual restrictions or other third party rights. You further agree to inform VOXopolis in the event that any such information has changed since your registration with VOXopolis and, if appropriate, you agree to make such modifications yourself to your profile. VOXopolis exercises no control over any content you or others submit while using VOXopolis. VOXopolis has no obligation to verify the identity of any Users when they are connected to the site or to supervise the content which has been provided by Users. Note that we describe our current practices related to personally identifiable information collected through VOXopolis in our Privacy Policy and that we may update our policies and practices from time to time at our sole discretion. Should you believe that someone is misusing or otherwise appropriating your information, you must immediately inform VOXopolis. Prior to joining VOXopolis, you must consider and decide, yourself, the extent to which you wish to reveal information about yourself to the large community of VOXopolis Users and to VOXopolis and you must not communicate to VOXopolis and its Users any information the dissemination of which could be harmful to you.
Service Eligibility: You represent and warrant that you (a) are not under the age of 18; (b) have not previously been suspended or removed from VOXopolis; (c) are not a direct competitor of VOXopolis; (d) do not have more than one VOXopolis VOXfree account at any given time; and (e) that you have full power and authority to enter into this Agreement and in doing so will not violate any other agreement to which you are a party. In addition, you must provide all equipment and software necessary to connect to VOXopolis. If the Service contains a mobile element, a mobile hand set or other mobile access device is required by you that is in working order and suitable for use in connection with the Service and to use any part of the Service.
Keep your anonymous VoxID, username and password secure: Keep your anonymous VoxID, user address and password private and confidential. Do not use other Users’ accounts and do not let others use your account; you are responsible for anything that happens through your account — until you notify us of a breach, close down your account or prove that your account security was compromised due to a fault of our systems. You are prohibited from selling, trading or otherwise transferring your VOXopolis account or any information therein to another party or charging anyone for access to any portion of VOXopolis, or any information therein.
Indemnify us: You have to indemnify us and hold us harmless from any damages, losses and costs (including, but not limited to, reasonable attorneys’ fees) related to third party claims, charges or investigations, caused by (a) your failure to comply with this Agreement, including, without limitation, your submission of content that violates third party rights or applicable laws, (b) any content you submit to VOXopolis or (c) any activity in which you engage on or through the VOXopolis.
Local, National and International Law: All VOXopolis subscribers are responsible for following all relevent local, national and international laws in regards to their online behaviors, actions and decisions. It may be a crime to harass, spam, phish, or otherwise misuse the VOXopolis system for illegal purposes. Any improper use of intellectual property such as images, text, music, video, etc. that is a copyright or tradematk of another entity will not be condoned by VOXopolis. VOXopolis will cooperate fully with the proper authorities if such a breach is suspected to have occurred.
Pay: If you subscribe to any services that we offer for a charge, you will pay the applicable fees (including, without limitation, monthly fees for premium accounts) as they become due plus all related taxes and reimburse us for any collection costs and interest for any overdue amounts.
Notify us of acts contrary to the Agreement: If you believe that you are entitled or obligated to act contrary to this Agreement under any mandatory laws, you agree to provide us with detailed, 30 days prior written notice before you act contrary to this Agreement, to allow us to assess whether we may, at our sole discretion, provide an alternative remedy for the situation.
Premium Services: If you have access to any VOXopolis’s Premium Services such as a VOXplus and CustomVOX account, this User Agreement applies to your use of such services.
Mobile Services: Certain parts of the Service may be available via your mobile device or accessible on your mobile device through a downloadable application (“Mobile Services”). In using Mobile Services, you agree that we may communicate with you regarding the Service by SMS, MMS, text message or other electronic means to your mobile device and that certain information about your usage of the Mobile Services may be communicated to us. In addition, use of the Mobile Services may cause icons and data to be displayed on and through your mobile device, which data may be updated on a periodic basis by connecting to and transferring data from servers through the Internet and/or communication systems to provide content updates and to populate your mobile device with new information. By using Mobile Services, you hereby explicitly agree to the foregoing service functionality. In the event you change or deactivate your mobile telephone number, you agree to promptly update your VOXopolis account information to ensure that your messages are not sent to the person that acquires your old number. Use of the Mobile Services may result in charges imposed by your wireless provider and you will be responsible for such charges. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices. Therefore, you should check with your carrier to find out if the Mobile Services are available for your mobile devices, and what restrictions, if any, may be applicable to your use of such Mobile Services. Finally, by using any downloadable application to enable your use of the Mobile Services, you are explicitly confirming your acceptance of the terms of the mobile End User License Agreement provided at download.
Privacy: You should carefully read our full Privacy Policy before deciding to become a User of VOXopolis. Please note that certain information, statements, data and content (such as photographs) which you may choose to provide might, or are likely to, reveal your gender, ethnic origin, nationality, religion and/or sexual orientation, and that you are providing all such information, statements, data and content in full acknowledgment thereof and under your sole responsibility. By providing such information to us, all of which is optional, you are hereby expressly giving your informed consent to the processing by us of such “sensitive” data. Export Control: Your use of VOXopolis services, including its software, is subject to export and reexport control laws and regulations, including the Export Administration Regulations (“EAR”) maintained by the United States Department of Commerce and sanctions programs maintained by the Treasury Department’s Office of Foreign Assets Control. You shall not — directly or indirectly — sell, export, reexport, transfer, divert, or otherwise dispose of any software or service to any end-user without obtaining any required authorizations from the appropriate government authorities. You also warrant that you are not prohibited from receiving US origin products, including services or software.
Attachments to VOXes: Since attached files such as digitized documents, photos, videos, etc. may have identifying information embedded in them that may reveal your identity or other source data, you must be aware of this security issue and that you are at risk of exposing your identity by sending an attachment along with your VOX. Use caution when sending attachments.
2. Your Rights
On the condition that you comply with all your obligations under the Agreement, we grant you a limited, revocable, nonexclusive, non-assignable, non-sublicenseable right to access, through a generally available web browser (but not any scraping, spidering, crawling or other technology or specialist software used to harvest data) to view information that we provide on VOXopolis webpages as we intend such information to be used, and only in accordance with the Agreement and any specific terms of use that we make available to you. You may submit information to us at your own risk of loss per Sections 1, 4 and 8 hereof. We grant you no other rights, implied or otherwise.
3. Our Rights and Obligations
The purpose of VOXopolis is to provide a service to facilitate anonymous interactive communication among Users throughout the world. It is intended that Users only connect to other Users who they currently know or have been invited to VOX by them. For as long as VOXopolis continues to offer services, VOXopolis shall provide (and seek to update, improve and expand, in similar and different new ways) the VOXopolis platform and service with the purpose of providing all members with professional networking connectivity, through VOXopolis’s proprietary tools, rules and protocols which VOXopolis may update, improve, discontinue and change at any time, at VOXopolis’s sole discretion. Any other use of VOXopolis (such as seeking to connect to someone a User does not know or has been invited to send VOXes to or to use VOXopolis as a means of generating revenue through the sale of contacts or information to others) is strictly prohibited and is a violation of this Agreement. We allow you to access VOXopolis as it may exist and be available on any given day. We have no other obligations, except as expressly stated in this Agreement. We may modify, replace, refuse access to, suspend or discontinue VOXopolis, partially or entirely, or to charge and modify prices for VOXopolis. All of these changes shall be effective upon their posting on our site or by email communication to you. We reserve all rights not expressly granted herein, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in VOXopolis and all related items.
VOXopolis reserves the right to withhold, remove and or discard any content available as part of your account, with or without notice. For avoidance of doubt, VOXopolis has no obligation to store, maintain or provide you a copy of any content that you or other Users provide when using the Services. VOXopolis may include or automatically produce links to third party web sites (“Third Party Sites”). VOXopolis is not responsible for and does not endorse any advertising, products or other materials on or available from such web sites or resources. VOXopolis may also include articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). If you decide to leave VOXopolis and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from VOXopolis or relating to any applications you use or install from the site. VOXopolis enables certain third-party developers (“Platform Developers”) to create websites and applications that retrieve data made available by VOXopolis and its users and/or that retrieve authorized data from third-party sites for use through the Service (“Platform Applications”). Platform Developers may require you to agree to their own terms of service, privacy policies and/or other policies as a condition of using their respective Platform Applications. For a more detailed discussion of Platform Developers, please refer to VOXopolis’s Privacy Policy.
You acknowledge and agree that we may send you important information and notices regarding the Service by email or through other means, including mobile or other hand held devices. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, but not limited to, your failure to receive critical information about the Service. You acknowledge, consent and agree that we may access, preserve, and disclose your registration and any other information you provide 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 this Agreement; (c) respond to claims of a violation of the rights of third-parties; (d) respond to your requests for customer service; or (e) protect the rights, property, or personal safety of VOXopolis, the VOXopolis Affiliates, its Users and the public. You are solely responsible for your interactions with other members. VOXopolis reserves the right, but has no obligation, to monitor disputes between you and other members and to terminate your account if VOXopolis determines, in its sole discretion, that doing so is prudent.
4. Disclaimer
Some countries and jurisdictions do not allow the disclaimer of implied terms in contracts with consumers and as a result the contents of this section may not apply to you. Do not rely on VOXopolis, any information therein, or its continuation. We provide the platform for VOXopolis and all information and services on an “as is” and “as available” basis. We do not provide any express warranties or representations. To the fullest extent permissible under applicable law, we disclaim any and all implied warranties and representations, including, without limitation, any warranties of merchantability, fitness for a particular purpose, title, and non-infringement. If you are dissatisfied or harmed by VOXopolis or anything related to VOXopolis, you may leave VOXopolis and terminate the agreement in accordance with section 6 hereof and such termination shall be your sole and exclusive remedy. VOXopolis is not responsible, and makes no representations or warranties for the delivery of any messages (such inmails, posting of answers or transmission of any other user generated content) sent through VOXopolis to anyone. In addition, we neither warrant nor represent that your use of the service will not infringe the rights of third parties. Any material, service, or technology described or used on the website may be subject to intellectual property rights owned by third parties who have licensed to us such material, service, or technology. VOXopolis does not have any obligation to verify the identity of the persons subscribing to its services, nor does it have any obligation to monitor the use of its services by other users of the community; therefore, VOXopolis declines all liability for identity theft or any other misuse of your identity or information. VOXopolis does not guarantee that the services that it provides will function without interruption or errors in functioning. In particular, their operation may be momentarily interrupted due to maintenance, updates, or technical improvements. VOXopolis disclaims all liability for damages caused by any such interruption or errors in functioning. Furthermore, VOXopolis disclaims all liability for any mis-functioning, impossibility of access, or poor use conditions of the VOXopolis site due to inappropriate equipment, disturbances linked to the internet service provider, to the saturation of the internet network, and for any other reason unrelated to VOXopolis. As some countries do not allow the limitation or exclusion of liability in contracts with consumers and as a result the contents of this section may not apply to you.
5. Limitation of Liability
Neither VOXopolis Inc. nor any of its subsidiaries, affiliated companies, employees, shareholders, or directors ("VOXopolis Affiliate")shall be liable for (1) any damages in excess of five times the most recent monthly fee that you paid for a premium account, if any, or $100, whichever amount is greater, or (2) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to you or any third person arising from your use of the Service, any platform applications or any of the content or other materials on, accessed through or downloaded from VOXopolis even if VOXopolis is aware or has been advised of the possibility of such damages. The limitation of liability set forth in the preceding sentence shall: 1. Apply regardless of whether you base your claim on contract, tort, statute or any other legal theory, we knew or should have known about the possibility of such damages, or the limited remedies provided herein fail of their essential purpose, and 2. Not apply to any damage that VOXopolis Affiliates cause you intentionally and knowingly in violation of this Agreement or applicable law, or as otherwise mandated by applicable law that cannot be derogated from in this Agreement.
6. Termination
You may terminate this Agreement, for any or no cause, at any time, with notice to VOXopolis which shall be effective upon VOXopolis processing such notice. VOXopolis may terminate the Agreement for any or no cause, at any time, with or without notice, which shall be effective immediately or as may be specified in the notice. For avoidance of doubt, your access to any Premium Services may be terminated only by VOXopolis or the party paying for such services. Termination of your VOXopolis account includes disabling your access to VOXopolis (including any content you submitted or others submitted) and may also bar you from any future use of VOXopolis. In furtherance and without limiting the foregoing, VOXopolis has adopted a policy of terminating, in appropriate circumstances and at VOXopolis’s sole discretion, members who are deemed to be repeat infringers under the United States Copyright Act. VOXopolis may also at its sole discretion limit access to the Service and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
7. Consequences of Termination
Upon termination, you lose access to VOXopolis. The terms of this Agreement shall survive any termination, except Sections 2 and 3 hereof.
8. California Law and Arbitration
Choice of Law: The Agreement and any disputes with us or any VOXopolis Affiliate arising out of or relating to the Agreement or VOXopolis (“Disputes”) shall be governed by California law, excluding conflicts of law principles and excluding the CISG. Agreement to Arbitrate and Pay Attorneys’ Fees: Any Disputes shall be resolved by final and binding arbitration under the rules and auspices of the American Arbitration Association, to be held in Los Angeles, California, in English, with a written decision stating and legal reasoning issued by the arbitrator(s) at either party’s request, and with arbitration fees and reasonable attorneys’ fees of both parties to be borne by the party that ultimately loses. Exception from Arbitration Agreement: Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction. Refundable Fee Advances for Consumers: If you are involved in a Dispute as a consumer without any commercial interests related to the Dispute, we will agree to conduct arbitration proceedings in a major City in your State if travel to California would constitute an undue burden for you, and we will advance any arbitration fees that exceed what you would have had to pay for court proceedings (if you substantiate and represent to us in a written statement what court proceedings would have cost) provided that you shall refund such amounts if we ultimately prevail in the arbitration.
9. General Terms
Severability: If any provision of the Agreement is found to be invalid or unenforceable under mandatory laws of a particular jurisdiction, such provision shall be interpreted as to give maximum effect to its intended purpose and this shall not affect the validity or enforceability of (a) such provision under the laws of any other jurisdiction, or (b) any other provision of the Agreement. Notices: We may notify you via postings on www.voxopolis.com, and via email or any other communications means to contact information you provide to us. You may also notify us via email at our email address or via mail or courier at VOXopolis, Inc., P.O. Box 8683, Newport Beach, CA 92658, USA; any notices that you provide without compliance with this Section on Notices shall have no legal effect. Entire Agreement: You agree that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Service and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. Amendments to this Agreement: We reserve the right to modify, supplement or replace the terms of the Agreement, effective upon posting at www.voxopolis.com or notifying you otherwise. If you do not want to agree to changes to the Agreement, you can terminate the Agreement at any time per Section 7 hereof. No informal waivers, agreements or representations: Our failure to act with respect to a breach by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any VOXopolis Affiliate shall be deemed legally binding on any VOXopolis Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of VOXopolis. No Injunctive Relief: In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service. Beneficiaries: VOXopolis Affiliates are not parties, but intended third party beneficiaries of this Agreement, with a right to enforce the Agreement directly against you. Assignment and Delegation: You may not assign or delegate any rights or obligations under the Agreement and any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under the Agreement, fully or partially. We may also substitute, by way of unilateral novation, effective upon notice to you, VOXopolis for any third party that assumes our rights and obligations under this Agreement.
10. Children
VOXopolis is a family-friendly company and is expressly for the use of adults over the age of 18 years. VOXopolis does not knowingly store, transmit or exhibit information that is not suitable for children or minors. Examples of pornography, offensive language, graphic pictures, or violence are not knowingly stored, transmitted or exhibited on VOXopolis.
11. VoxID, Anonymous User Address and Passwords
Public VoxIDs, anonymous VoxIDs and passwords are stored in our databases for use in our reporting system. This information is kept securely and solely on our private servers and is only used to assist you in accessing your account as a customer and to facilitate communication. No information is released outside of the VOXopolis system. Public VoxIDs, anonymous VoxIDs and passwords are the sole property of VOXopolis Inc. and, as such, can be revoked at anytime. Please be aware that if you reserve a VoxID that is currently reserved by VOXopolis Inc. or is protected under an active registered trademark or copyright, you may lose the use of that VoxID.
12. Use of Site
You are entirely responsible for all computer information, or other content that you upload, post or otherwise transmit to or via VOXopolis. You agree not to upload, post or otherwise transmit via VOXopolis any content that: (i) is false, inaccurate, misleading, harmful, obscene, indecent, pornographic, defamatory, racist, violent, offensive, threatening, harassing, or otherwise objectionable to VOXopolis Inc. or other users of VOXopolis; (ii) includes unauthorized disclosure of personal information; (iii) violates or infringes anyone's intellectual property rights; or (iv) 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. VOXopolis Inc. reserves the right to edit or remove content that violates this Terms & Conditions or that contains third-party commercial advertisements.
You agree that you will not use VOXopolis to: (i) transmit spam, bulk, or unsolicited communications; (ii) pretend to be VOXopolis Inc. or someone else, or spoof the VOXopolis Inc.'s or someone else's identity; (iii) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any content transmitted to or via VOXopolis; (iv) misrepresent your affiliation with a person or entity; (v) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use VOXopolis; (vi) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law, or any regulations having the force of law, including but not limited to attempting to compromise the security of any networked account or site, operating an illegal lottery or gambling operation, stalking, or making threats of harm; or (vii) collect or store personal data about other users unless specifically authorized by such users. We reserve the right to report any wrongdoing, if we become aware of it, to the applicable government agencies or otherwise.
You agree that you will not link to VOXopolis using any HTML techniques that display VOXopolis within a frame, partial window, popup, pop-under, or any other non-standard linking method.
You agree to not use any robot, spider, other automatic device, or manual process to monitor or copy VOXopolis web pages or the content contained herein without the prior expressed written permission of VOXopolis Inc.
We periodically schedule system downtime for maintenance and other purposes. Unplanned system outages also may occur. We have no liability whatsoever for the resulting unavailability of VOXopolis or for any loss of data or transactions caused by planned or unplanned system outages or the resultant delay, mis-delivery, or non-delivery of information caused by such system outages, or any third party acts or any other outages of web host providers or the Internet infrastructure and network external to VOXopolis.
14. Intellectual Property
- Except as expressly authorized by VOXopolis Inc., you agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, or create derivative works of VOXopolis content or the content of other users on VOXopolis, in whole or in part, by any means. You may not modify, decompile, or reverse engineer any software related to the operation of VOXopolis, or otherwise provided to you by VOXopolis Inc. You may not remove or modify any copyright or trademark notice, or other notice of ownership found anywhere on VOXopolis.
- "Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans and other designations VOXopolis Inc. uses in connection with its products and services. You may not copy, use, remove, or alter any company trademarks, or co-brand your own products or material with company trademarks, without VOXopolis Inc.'s prior written consent. You acknowledge VOXopolis Inc.'s rights in the company's trademarks and agree that any use of the company's trademarks by you shall inure to the Company's sole benefit. You agree not to incorporate any company trademarks into your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations.
- Certain content on VOXopolis may be licensed from third parties and all such third party content and all intellectual property rights related to such content belong to the respective third parties. All third party trademarks and/or logos used on VOXopolis are the trademarks, service marks, or logos of their respective owners. Nothing in this TOS shall confer any right of ownership of any of such third party content and/or trademarks.
15. Miscellaneous
In the event that one or more portions of these Terms & Conditions shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other provision contained in these Terms & Conditions. Any delay or failure to require performance of any provision hereof shall in no manner affect any right at a later time to enforce such provision. No delay or failure in exercising any right hereunder shall constitute a waiver of such right or any other rights hereunder. These Terms & Conditions and any documents expressly incorporated by reference, including but not limited to the Privacy Policy, constitute the entire integrated agreement between VOXopolis Inc. and you pertaining to the subject matter hereof. In its sole discretion, VOXopolis Inc. may amend or modify these Terms & Conditions or any other documents referenced herein at any time by posting such modifications on VOXopolis. Any amended or modified terms will be effective upon posting. Continued use of or visits to the VOXopolis shall constitute your acceptance of any modified terms and conditions.
16. Complaints
Regarding copyright infringement complaints, see our policies and procedures for copyrights and content issues.
17. VOXopolis User DOs & DON’Ts
As a condition to access VOXopolis, you agree to the terms and conditions of this User Agreement and to strictly observe the following DOs and DON’Ts.
Please DO the following:
* Comply with all applicable laws, including, without limitation, tax laws, export control laws and regulatory requirements.
* Provide accurate information to us and update it as necessary.
* Review the Privacy Policy.
* Review and comply with notices sent by VOXopolis concerning VOXopolis.
Please DON’T DO the following:
* Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, otherwise transfer or commercially exploit VOXopolis (excluding content posted by you) except as permitted in the User Agreement.
* Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying intellectual property used to provide VOXopolis, or any part thereof.
* Include information in your profile or in Status Updates which reveals your identity such as an email address, phone number or address or is confidential in nature.
* Utilize information, content or any data you view on and/or obtain from VOXopolis to provide any service that is competitive, in VOXopolis’ sole discretion, with VOXopolis.
* Imply or state, directly or indirectly, that you are affiliated with or endorsed by VOXopolis unless you have entered in to a written agreement with VOXopolis (this includes representing yourself as an accredited VOXopolis trainer if you have not been certified by VOXopolis as such).
* Adapt, modify or create derivative works based on VOXopolis or technology underlying the Services, or other Users’ content, in whole or part.
* Rent, lease, loan, trade, sell/re-sell access to VOXopolis or any information therein, or the equivalent, in whole or part.
* Deep-link to the Site for any purpose, (i.e. including a link to a VOXopolis web page other than VOXopolis’ home page) unless expressly authorized in writing by VOXopolis or for the purpose of promoting your profile or a Group on VOXopolis.
* Access, reload or “refresh” or make any other request to transactional servers more than once during any three second interval.
* Use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages contained in the site.
* Use automated methods to add contacts, send messages or other permitted activities.
* Access, via automated or manual means or processes, VOXopolis for purposes of monitoring its availability, performance or functionality or for any competitive purpose.
* Engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of VOXopolis’s website.
* Attempt to or actually access VOXopolis by any means other than through the interface provided by VOXopolis.
* Attempt to or actually override any security component included in or underlying VOXopolis.
* Engage in any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses.
* Remove any copyright, trademark or other proprietary rights notices contained in or on VOXopolis, including those of both VOXopolis or any of its licensors.
* Remove, cover or otherwise obscure any form of advertisement included as part of VOXopolis.
* Use any information obtained from VOXopolis to harass, abuse or harm another person.
* Collect, use or transfer any information, including but not limited to, personally identifiable information obtained from VOXopolis except as expressly permitted in the User Agreement or the owner of such information may expressly permit.
* Interfere with or disrupt VOXopolis, including but not limited to any servers or networks connected to VOXopolis, or disobey any requirements, procedures, policies or regulations of networks connected to the VOXopolis.
* Invite people with whom you have no prior relationship to join your network.
* Upload a cartoon, symbol, drawing or any content other than a photograph of yourself in your profile photo.
* Use or attempt to use another’s account without authorization from the Company, or create a false identity on VOXopolis.
* Infringe or use VOXopolis’s brand, logos and/or trademarks, including, without limitation, using the word “VOXopolis” in any business name, email, or URL or including VOXopolis’s trademarks and logos on any website without authorization.
* Upload, post, email, transmit or otherwise make available or initiate any content that:
* Falsely states, impersonates or otherwise misrepresents your identity, including but not limited to the use of a pseudonym, or misrepresenting your current or previous positions and qualifications, or your affiliations with a person or entity, past or present.
* Is unlawful, libelous, abusive, obscene, discriminatory or otherwise objectionable.
* Includes telephone numbers, email addresses, street addresses or any personally identifiable information for which there is not a field provided by VOXopolis.
* Includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships (such as insider information, or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
* Infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights.
* Includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. This prohibition includes but is not limited to (a) using VOXopolis invitations to send messages to people who don’t know you or who are unlikely to recognize you as a known contact; (b) using VOXopolis to connect to people who don’t know you and then sending unsolicited promotional messages to those direct connections without their permission; and (c) sending messages to distribution lists, newsgroup aliases, or group aliases.
* Contains software viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment of VOXopolis or any User of VOXopolis.
* Forges headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Services; and/or adds to a content field content that is not intended for such field (i.e. submitting a telephone number in the “title” or any other field).
* Participate, directly or indirectly, in the setting up or development of a network which seeks to implement practices which are similar to sales by network or the recruitment of independent home salespeople to the purposes of creating a network thereof or other similar practices.
18. Claims Regarding Copyright Infringement
Each User grants VOXopolis a license to use the content supplied by each such User for the purposes of disclosure on the VOXopolis website.
This license includes, inter alia, the right for VOXopolis to reproduce, represent, adapt, translate, digitize, use for advertising purposes, whether commercial or non-commercial, to sublicense or to transfer the content concerning each User (including information, pictures, descriptions, search criteria, etc.) over all or part of the Services and/or in any mailings of VOXopolis and in general through any electronic communication media (email, SMS, MMS, WAP, Internet, CD ROM or DVD).
Each User expressly authorizes VOXopolis to modify said content in order to conform to the interface or display requirements of the Services or of other communications media as set forth above, and/or to render them compatible with its technical performance or media format in question. These rights are granted throughout the world and for the entire term of this Agreement. The User is prohibited from copying, reproducing or otherwise using the content relating to other Users of VOXopolis for any purpose other than for those purposes strictly related to use of the VOXopolis services for personal purposes.
Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. sec. 512, VOXopolis has designated an agent to receive notices of claimed copyright infringement. If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please provide VOXopolis’s Copyright Agent the following information:
1. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; 2. A description of the copyrighted work that you claim has been infringed; 3. A description of where the material that you claim is infringing is located on the Site; 4. Your address, telephone number, and e-mail address; 5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and 6. A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
VOXopolis’s Copyright Agent for Notice of claims of copyright infringement can be reached as follows: by e-mail at this email address or mail to:
VOXopolis Inc.
P.O. Box 8683
Newport Beach, CA, 92658, USA
Upon receipt of the written notification containing the information as outlined in 1 through 6 above:
1. VOXopolis may remove or disable access to the material that is alleged to be infringing; 2. VOXopolis may forward the written notification to such alleged infringer; and 3. VOXopolis may take reasonable steps to promptly notify the alleged infringer that it has removed or disabled access to the material.
Counter-Notification:
If the alleged infringer believes that a notice of copyright infringement has been wrongly filed against it and it would like to submit a counter-notification, it may file a Counter-Notification in Response to Claim of Copyright Infringement with VOXopolis’s Copyright Agent.
To be effective, a Counter-Notification must be a written communication provided to the VOXopolis’s Copyright Agent for Notice that includes the following information:
1. A physical or electronic signature of the alleged infringer; 2. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; 3. A statement under penalty of perjury that the alleged infringer has a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and 4. The alleged infringer’s name, address, and telephone number, and a statement that the alleged infringer consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the alleged infringer’s address is outside of the United States, for any judicial district in which VOXopolis may be found, and that the alleged infringer will accept service of process from the person who provided notification or an agent of such person.
Upon receipt of a Counter-Notification containing the information as outlined in 1 through 4 above:
1. VOXopolis may promptly provide you with a copy of the Counter-Notification; 2. VOXopolis may inform you that it will replace the removed material or cease disabling access to it within ten (10) business days; and 3. VOXopolis may replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the Counter-Notification, provided VOXopolis’ Copyright Agent for Notice has not received notice from you that an action has been filed seeking a court order to restrain Subscriber from engaging in infringing activity relating to the material on VOXopolis’s network or system.
You may want to seek the advice of independent legal counsel before filing a notification or counter-notification.
Notice and Procedure for Making Complaints Regarding Content
To notify VOXopolis of Content that infringes your rights or is otherwise unlawful (“Specified Content”), you must send a notice to the VOXopolis Content Complaint Manager by mail, e-mail, or fax, and provide the following information:
* Your name, address, telephone number, and e-mail address;
* A description of the Specified Content that your claim either infringes your rights or is otherwise unlawful, specifying which parts of it you believe infringe your rights, or are unlawful, and which parts you believe should be removed;
* A description of the exact location of the Specified Content on the Web Site;
* (In the event you believe that the Specified Content infringes your rights): A statement specifying in detail the rights you assert, and why the Specified Content infringes them;
* (In the event you believe that the Specified Content is otherwise unlawful): A statement specifying in detail which laws you believe are being breached, and why the Specified Content does so;
* A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are damaged by the Specified Content or authorized to act on such person’s behalf; and
* Your electronic or physical signature (as appropriate).
When we receive a notice that complies with the above requirements, we will evaluate the information you provided (including, if appropriate, forwarding the notice to, or otherwise contacting the source of the Specified Content), and if appropriate in our judgment, remove or disable access to the Specified Content. In such case, we may notify the source of the Specified Content of your complaint and our action taken. In some cases, if the source of the Specified Content provides us with information indicating that the Specified Content has been removed wrongly, we may reinstate the Specified Content. Our take-down and re-instatement procedures are and remain at our sole discretion.
Use of VOXopolis Widgets, Pop-Ups, Microsites and Other Software
VOXopolis License Agreement: This License Agreement ("Agreement") is between VOXopolis Inc. ("VOXopolis") and the owner(s) of the Unique Web Sites (as defined below) on which the VOXopolis Software will be used ("Licensee").
1. Grant of License. VOXopolis grants to Licensee a personal, non-transferable, non-assignable, limited and temporary license to use the VOXopolis Software during the term of this Agreement solely for Licensee's business purposes, and in strict accordance with the other terms and conditions in this Agreement.
2. Scope and Use of License. Licensee agrees that it will be bound by the following terms and conditions of use:
1. Required Registration. Licensee must register with VOXopolis each "Unique Web Site" with respect to which the VOXopolis Software will be used. A "Unique Web Site" is a Web site identified by a single domain name (upper and lower) and a single server designation (except that a Web site that uses multiple servers may still qualify as a Unique Web Site if the additional servers are merely overflow servers used to accommodate the need for additional bandwidth; content must be identical). Licensee may use the VOXopolis Software on an UNLIMITED number of pages on each Unique Web Site. Licensee may not under any circumstances use the VOXopolis Software on any Web site that has not been registered with VOXopolis.
2. Reports. VOXopolis will collect and report the user feedback data provided by the VOXopolis Software for each Unique Web Site registered by Licensee. Licensee must activate each Unique Web Site in order to access the reports. Reports from different Unique Web Sites cannot be combined. VOXopolis will send the reports solely to Licensee. The reports may only be used by Licensee, Licensee's consultants and third party programmers solely for Licensee's own business purposes and not for redistribution or resale. VOXopolis may, from time to time, develop basic and enhanced reports and analysis based upon such data. VOXopolis reserves the right to restrict the quantity and frequency of Licensee's reports to ensure speedy and equal access to such reports for all of VOXopolis' customers.
3. Term and Termination. This Agreement shall be effective as of the date it is accepted by Licensee and continue in effect until terminated at any time by either party. For Licensee, termination is completed by simply removing the VOXopolis system from its Website. For VOXopolis, termination is completed by notifying Licensee in writing or by email. Terms 2(d), 2(g) and 2(h) of this Agreement shall survive termination and expiration of this Agreement.
4. Modifications. Licensee shall not disassemble, decompile, incorporate, merge, change, enhance or reverse-engineer the VOXopolis Software, in whole or in part, in any manner whatsoever. The rating icon shall remain visible on any Web page with respect to which Licensee uses the VOXopolis Software and such rating icon shall retain its original dimensions. Licensee shall not reduce or change the width or height of the icon, change any click-through URLs on the rating scale to direct ratings to a server other than VOXopolis's,, or change the ALT text, without prior written consent from VOXopolis. VOXopolis may inspect Licensee's site to ensure compliance with this Agreement. The above obligations shall survive termination or expiration of this Agreement.
5. Restrictions on Copies. Licensee may make copies of the VOXopolis Software solely for the purposes of: (i) using the VOXopolis Software on the Licensee's hardware and operating platform for registered Unique Web Sites; and (ii) backup. Licensee may not distribute the VOXopolis Software, or permit any third party to access or use it.
6. Restrictions on Use. Licensee may insert the VOXopolis Software into any number of pages within a registered site; however, Licensee understands that for dynamically generated pages, the VOXopolis Software cannot differentiate the content view that is being rated. Licensee shall not use any means of generating false, misleading or inaccurate opinion ratings of pages within a registered site. Licensee agrees that it will restrict the use of the reporting tool to a single employee at any given time such that at no time will more than one person employed by or representing Licensee be running reports from or utilizing VOXopolis's database.
7. Confidentiality of Licensee. VOXopolis agrees to maintain the confidentiality of any data that it collects under this Agreement that identifies directly Licensee or its registered Web site. VOXopolis retains the right to use any VOXopolis data at the aggregate level for the purpose of creating and publishing comparative benchmarks, norms, proprietary algorithms or white papers. However, VOXopolis will never disclose VOXopolis data in a manner that directly links that data to the associated URL without the express written permission of Licensee.
8. Ownership of Proprietary Rights. Licensee agrees that VOXopolis shall own all right, title and interest in the data collected by the VOXopolis Software, and Licensee expressly waives any rights to such data. VOXopolis retains ownership and all rights to all VOXopolis logos, icons, trademarks, software, trade secrets, databases, reports, and the Website and all content therein where Licensee's reports are accessed. In order to protect VOXopolis's copyrights and other proprietary rights in the VOXopolis Software, Licensee will not remove or destroy any of the VOXopolis Software's proprietary trademark, copyright markings or confidential legends or other identification of proprietary information or intellectual property rights. Licensee will reproduce in all copies of the VOXopolis Software, including partial copies in any form, all proprietary, trademark and copyright markings and confidentiality legends and other identification of proprietary information or intellectual property rights. Licensee will not take any action that might adversely affect the validity of any such markings, legends, identification or ownership, and Licensee will not use such markings, legends, identification or any similar markings, legends or identification in any manner during or upon termination of this Agreement.
9. "AS IS" basis. Except as otherwise provided for in this agreement, the VOXopolis Software and related services are provided on an "as is, as available" basis without any representations or warranties whatsoever, including without limitation any representation or warranty concerning the operation of the VOXopolis Software or related services. VOXopolis does represent and warrant to Licensee that VOXopolis owns all intellectual property rights in and to the VOXopolis Software and VOXopolis has the legal right to license such items to Licensee. VOXopolis does not guarantee the availability, quality or form of the VOXopolis Software or any of VOXopolis's websites or services. Licensee shall be solely responsible for the consequences of its decisions made and actions taken that may be based on whole or part on the data, services or VOXopolis Software provided hereunder. VOXopolis assumes no liability that may arise out of or relate to the use, evaluation or possession of the VOXopolis Software.
10. Disclaimer. Except as otherwise provided for in this agreement, VOXopolis hereby disclaims all representations and warranties regarding the VOXopolis Software and related services provided hereunder, whether express or implied, including without limitation, implied warranties of merchantability, fitness for use and particular purpose, and warranty of performance or availability of services hereunder.
11. Limitation of Liability. Neither party shall be liable under any circumstances for special, indirect, punitive or consequential damages of any nature including without limitation any lost revenue or profits of any nature whatsoever. Both parties sole and exclusive remedy for any breach of this Agreement by either party is to remove the VOXopolis Software from each registered Unique Web Site and terminate this Agreement.
3. Pricing. Licensee acknowledges and agrees that VOXopolis charges fees for generation of and access to some or all VOXopolis reports. Pricing for Enterprise Solutions can be found by contacting VOXopolis. VOXopolis reserves the right to change these fees, delete or modify report formats and types, and otherwise expand or restrict access to such reports, and increase or decrease fees for such reports.
4. Miscellaneous.
1. Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter hereof. Neither of the parties shall be bound by any conditions, definitions, warranties, understandings or representations with respect to such subject matter other than as expressly provided herein.
2. Severability. If any portion of this Agreement is found to be unenforceable or illegal, such provision will be enforced to the extent permissible and all other terms of this Agreement will remain in full force.
3. Trademarks. Except as expressly provided in this Agreement, no right is granted herein to use any identifying mark (such as, but not limited to, trade names, trademarks, trade devices, service marks or symbols, abbreviations, contractions or simulations thereof) owned by, or used to identify any VOXopolis Software or service of, a party to this Agreement or its corporate affiliates thereof provided that, during the term of this Agreement, the parties each grant the other the right to use their primary corporate logo for the purpose of disclosing that the other is a licensor or licensee of this service.
4. Jurisdiction and Choice of Law. This Agreement will be construed and enforced in accordance with the laws of the State of California. The state and federal courts located in California shall have exclusive jurisdiction over any disputes arising out of this Agreement.
5. Assignment. This Agreement and any licenses granted hereunder may not be assigned, sublicensed or otherwise transferred by either party (by operation of law or otherwise) without prior written consent of the other party, except an assignment pursuant to a merger or acquisition.