VPForums.org Terms of Service
Effective as of September 29, 2009
THIS VPFORUMS.ORG SUBSCRIPTION AGREEMENT ("AGREEMENT") IS A LEGAL AND BINDING AGREEMENT BETWEEN YOU ("YOU," "YOUR" OR "YOURSELF"), AS THE END USER, AND VPFORUMS. ("OUR," "US," "WE" OR "VPForums"), WHICH GOVERNS YOUR USE OF OUR INTERNET-BASED SUBSCRIPTION SERVICE TOGETHER WITH ALL INFORMATION, CONTENT, PRODUCTS, MATERIALS AND SERVICES MADE AVAILABLE TO YOU THROUGH THE SAME BY US AND/OR THIRD PARTIES (COLLECTIVELY, "THE SERVICE"). PLEASE READ THIS AGREEMENT CAREFULLY PRIOR TO USING THE SERVICE. BY REGISTERING FOR, USING OR OTHERWISE ACCESSING THE SERVICE, OR ANY COMPONENT THEREOF, IN ANY MANNER WHATSOEVER, YOU ARE CONSENTING TO BECOME A PARTY TO THIS AGREEMENT AND AGREEING TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS HEREIN. THE SERVICE IS OFFERED AND MADE AVAILABLE ONLY TO USERS 18 YEARS OF AGE OR OLDER. IF YOU ARE NOT YET 18 YEARS OLD, PLEASE DISCONTINUE USING THE SERVICE IMMEDIATELY, OR IF, FOR ANY REASON, YOU DO NOT ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DISCONTINUE THE SUBSCRIPTION PROCESS AND DO NOT ACCESS OR USE THE SERVICE IN ANY MANNER.
When we refer to the "use" of the Services in this Agreement, we mean any actual or attempted access or use of the Service, including, without limitation, any transmission, exchange of information or communication associated with the Services. These terms and conditions constitute the entire agreement between you and us, superseding any and all prior or inconsistent understandings, representations or agreements regarding the Service.
1. ENROLLMENT IN THE SERVICE
VPForums currently provides the Service for downloading various content and it is provided to you as an accommodation and without any warranties, representations or guarantees of any kind, including, without limitation the warranty of merchantability and warranty of fitness for a particular purpose. The Service consists of multiple subscription plans whereby, for a certain recurring fee and subject to certain limitations as described herein, you are granted specified download rights to our catalog of files. In order to use the Service, you must obtain access to the Internet and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet and to be able to download and listen to and/or view the content. You must be at least 18 years of age to enroll. To begin the enrollment process, you must complete the Service Subscription process located on our web site at http://www.vpforums.org/index.php?act=paysubs&CODE=index ("VPForums Site") or such other Subscription process as we may provide from time to time.
We may add, delete or modify any of the aspects of our Service and/or any of the terms and conditions contained in this Agreement at any time in our sole discretion. We may notify you of any such changes by posting a change notice on our site at http://www.VPFORUMS.ORG. If any modification is unacceptable to you, you must stop using the Service. Unless otherwise specifically set forth in our notice, all changes shall be effective upon the date we notify you of the same ("effective date"). Your continued use of the Service following the effective date will constitute your binding acceptance of and agreement to be bound by the changes specified therein. You should check back frequently and review the terms and conditions of this Agreement regularly so you are aware of the most current rights and obligations that apply to you and the terms and conditions of your agreement with us. If any new services become available, they will be considered a part of the Service and your use of them will be governed by the terms and conditions of this Agreement unless we notify you that different terms and conditions apply. You must also comply with any additional terms which apply to third-party content, material, information, software or other services.
3. YOUR SUBSCRIPTION OBLIGATIONS
You agree to provide true, accurate, current and complete information about yourself as prompted by the Service Subscription process (such information being the "Subscription Data"), including, but not limited to payment amount. Failure to enter the proper amount will result in forfeiture of your funds. You further agree that, in providing such Subscription Data, you will not knowingly omit or misrepresent any material facts or information and that you will promptly enter corrected or updated Subscription Data via the Service, or otherwise advise us promptly in writing of any such changes or updates. You further consent and authorize us to verify your Subscription Data as required for your use of and access to the Service, as applicable. Once you subscribe to the Service, you agree that you will not allow another person to use your IDs to access and use the Service under any circumstances. You are solely and entirely responsible for maintaining the confidentiality of your IDs and for any charges, damages, liabilities or losses incurred or suffered as a result of you failure to do so. We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person to access and use the Service using your IDs. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account including any charges incurred relating to the Service. You agree to immediately notify us of any unauthorized use of your account or any other breach of security known to you. Multiple accounts are strictly forbidden. You acknowledge that the complete privacy of your data and messages transmitted while using the Service cannot be guaranteed.
5. TECHNOLOGICAL AND USE LIMITATIONS
5.1 VPForums will make reasonable efforts to keep the VPForums Site operational. However, certain technical difficulties, routine site maintenance/upgrades and any other events outside the control of VPForums may, from time to time, result in temporary service interruptions. VPForums also reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, functions of the Service with or without notice. You agree that VPForums shall not be liable to you or to any third party for any of the direct or indirect consequences of any modification, suspension, discontinuance of or interruption to the Service.
5.2 By enrolling in the Service, you acknowledge and agree that you have no right to provide any files obtained through the Service to any other party through any means. You may only make copies of any file obtained through the Service for your own personal use.
5.3 Because the Service is designed for personal use, you are not allowed to use any automated system for the selection or downloading of files. VPForums reserves the right to immediately and permanently terminate your access to the Service if VPForums believes that you are violating such limitation.
5.4 You may not use or allow others to use, your IDs and/or the Service, directly or indirectly, nor upload, distribute, transmit, communicate, link to, publish or access any data, information or material through, using or otherwise in connection with the Service, that: (a) is libelous, defamatory, vulgar or obscene, pornographic, sexually offensive or explicit, harmful or harassing, threatening, hateful, racially, culturally, ethnically or otherwise objectionable or offensive, discriminatory or abusive; (b) violates any law or regulation or the rights of others; (c) causes duress, distress or discomfort to another or is likely to deter or discourage others from using the Service; and/or (d) infringes any intellectual property, proprietary rights or confidentiality obligations of others. You are solely responsible and liable for any such activity, behavior, use and conduct. We have no liability and you bear the sole and exclusive risk associated with use of or reliance on the accuracy, quality, completeness, reliability or usefulness of any data, information or material in connection with your IDs.
You also may not use, nor allow others to use, your IDs, the Service, directly or indirectly, to: (a) attempt to or actually disrupt, impair or interfere with, alter or modify the Service or any information, data or materials posted and/or displayed by us or anyone else; (b) act in a way that affects or reflects negatively on us, the Service, or anyone else; (c) collect or attempt to collect any information from others including, without limitation, personally identifiable information, without such party's prior consent. You agree to comply with all local, state, federal laws, statutes, rules and regulations, as well as any international treaties, which are applicable to your use of the Service.
5.5 You are prohibited from violating or attempting to violate the security of the Service, including, without limitation: (a) accessing data not intended for you or logging onto a processor, communications or access device or account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of the Service or to breach security or authentication measures, regardless of your motives or intent; (c) attempting to interfere with or disrupt the Service or service to any user, processor, host or network, including, without limitation, by submitting a virus, worm or Trojan horse; or (d) sending unsolicited e-mail or other information, including promotions or advertising. Violations of system or network security or this Agreement may result in civil or criminal liability. We have the right to investigate occurrences, which may involve such violations and we may involve, provide information to and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.
5.6 In uploading a project to this site, you agree that the project will remain available in its current or updated form. You also agree to not purposefully render it unusable for the version of the program for which it was intended. Furthermore, the site reserves the right to perpetually maintain the availability of the files uploaded to the site, in the latest revised working edition.
5.7 VPForums is sometimes required to pull certain content off the Service (or otherwise restrict access to such content) for legal or commercial reasons. Therefore, certain content offered or advertised by VPForums may not be available when you try to download.
6. TERM, FEES, PAYMENTS
6.1 By Subscribing to the Service, you agree to pay the fees designated for the Service level you select in accordance with our Pricing and Payment Terms, which can be found at http://www.vpforums.org/index.php?act=paysubs&CODE=index, and in accordance with this section 6. You agree to pay the applicable amounts for the minimum period specified therein. For the avoidance of doubt, you will be charged upon Subscription and are responsible for paying fees for the Service as described in the preceding two sentences. The term "year" (or "annual" or "yearly") is defined as a 365-day cycle; and "lifetime" is defined herein as a peroid in which the Service exists without need of renewal.
6.2 Subject to the terms below, your subscription will continue automatically at the fee rate applicable to the Service, which you have selected unless terminated by VPForums or until you notify VPForums of your decision to cancel your subscription to the Service. All subscriptions require a commitment for a minimum period(s) of time and, consequently, cannot be cancelled until the end of the minimum subscription period. You may, at any time during your subscription period, request your account to be cancelled. At the end of your subscription period, your subscription will automatically renew and you will be billed at your current plan level, unless you elect to terminate the Service or enroll in another version of the Service. VPForums reserves the right to not automatically renew your subscription.
6.3 Payment must be made by PayPal or a major credit card accepted by PayPal (currently, VISA, MasterCard, American Express and Discover), or any other methods of payment as VPForums may accept from time to time. If VPForums does not receive payment from the credit card issuer or its agent, you agree to pay all amounts due upon demand by VPForums. Your card issuer agreement governs your use of your designated card in connection with the Service, and you must refer to that agreement and not this Agreement to determine your rights and liabilities as a cardholder. YOU, AND NOT VPForums, ARE RESPONSIBLE FOR PAYING ANY AMOUNTS BILLED TO YOUR CREDIT CARD BY A THIRD PARTY, WHICH WERE NOT AUTHORIZED BY YOU.
6.4 The fees, charges and payments hereunder do not include and you are solely responsible for paying any taxes, duties, government levies or other charges imposed by a taxing or other regulatory authority relating to your use of the Service. You are solely responsible for arranging payment for any and all additional or premium charges for your use of any third party services via the Service.
6.5 VPForums RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS FEES AND BILLING METHODS, INCLUDING THE ADDITION OF SUPPLEMENTAL FEES OR SEPARATE CHARGES FOR CONTENT, OR SERVICES PROVIDED BY VPForums, EFFECTIVE THIRTY (30) DAYS AFTER AN ONLINE POSTING AT http://www.VPFORUMS.ORG. VPForums MAY ADDITIONALLY PROVIDE NOTICE OF BILLING CHANGES VIA EMAIL. VPForums MAY ADDITIONALLY PROVIDE NOTICE OF BILLING CHANGES VIA EMAIL. If any such change is unacceptable to you, you may cancel your subscription to the Service, as provided in Section 7 below. YOUR CONTINUED USE OF THE SERVICE FOLLOWING THE EFFECTIVE DATE OF A CHANGE TO SUCH FEES AND BILLING METHODS SHALL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGE.
7.1 We may terminate this Agreement, restrict, suspend or terminate your use of the Service immediately and without notice or liability, if you violate, breach or fail to comply with this Agreement in any way, and it will not limit any other rights or remedies which are available to us. You may terminate this Agreement by providing us with written notice of your termination and ceasing to use Service. Termination is your sole right and exclusive remedy if you are not satisfied with the Service. Upon the effective date of any such termination, your right to use the Service shall immediately cease.
7.2 Without limitation of any other provisions hereof regarding termination, we reserve the right to terminate your use of the Service, without cause, upon reasonable notice. If such termination occurs in the middle of your subscription period, we shall refund to you a share of your prepaid subscription fee for the period prorated for the remaining duration of your subscription, less any applicable transaction fees.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 Only you may access the Service using your IDs, unless otherwise agreed to in writing by VPForums. The content available through the Service is the property of VPForums or its licensors and is protected by copyright and other intellectual property laws. Content received through the Service may be viewed, used and played for your personal, non-commercial use only. You agree not to reproduce, retransmit, distribute, disseminate, sell, broadcast, perform, make available to third parties or circulate the content received through the Service to anyone for commercial purposes.
8.2 You acknowledge that VPForums retains exclusive ownership of the Service and all intellectual property rights associated therewith. Except as expressly provided herein, you are not granted any rights or license to patents, copyrights, trade secrets or trademarks with respect to the Service or its contents, and VPForums reserves all rights not expressly granted hereunder. You shall promptly notify VPForums in writing upon your discovery of any unauthorized use or infringement of the Service or VPForums's patent, copyright, trade secret, trademarks or other intellectual property rights. The Service contains proprietary and confidential information that is protected by copyright laws and international treaty provisions.
9. THIRD PARTY SITES AND INFORMATION
10. OUR LINKING AND WIDGET POLICY
VPForums reserves the right to remove or block links at any time and for any reason in its absolute discretion.
11. DISCLAIMER OF WARRANTIES
YOU EXPRESSLY AGREE THAT USE OF AND ACCESS TO THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND AN "AS AVAILABLE" BASIS. WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY REPRESENTATIONS OR WARRANTIES REGARDING THE SERVICE, THE VPForums SITE AND THE PRODUCTS AND SERVICES OFFERED THROUGH THE VPForums SITE OR ANY PORTION THEREOF, EXPRESS, IMPLIED OR STATUTORY, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, OR ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE. WE MAKE NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE SERVICE ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY. WE ALSO MAKE NO REPRESENTATIONS OR WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS AND/OR YOUR ACCESS TO AND USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE SECURE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
12. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER VPForums, ITS LICENSORS, SUPPLIERS, PARTNERS, AFFILIATES OR THIRD-PARTY SERVICE PROVIDERS SHALL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER FORM OF DAMAGES IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT VPForums HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to defend, indemnify and hold us harmless against any losses, expenses, costs or damages (including our reasonable attorneys' fees, expert fees' and other reasonable costs of litigation or proceedings) arising from, incurred as a result of, or in any manner related to any claim or action based upon (a) your breach of, or failure to comply with, the terms and conditions of this Agreement, (b) your use of the Service, and/or (c) the use of the Service by any other person using your IDs. We may, in our discretion, participate in the defense of any such claim or action and any negotiations for its settlement or compromise. No settlement which may adversely affect our rights or obligations shall be made without our prior written approval. We reserve the right, at our own expense and on notice to you, to assume exclusive defense and control of any such claim or action and then your corresponding indemnification obligation will end.
14. CHOICE OF LAW AND CONSENT TO JURISDICTION
This Agreement is governed by the laws of the State of Michigan, U.S.A., without regard to its conflicts of law provisions; and you hereby consent to the exclusive jurisdiction of and venue in the federal and state courts located in Oakland County, Michigan, U.S.A. with respect to all disputes arising out of or relating to the Service. In addition, you hereby consent to the exclusive jurisdiction of and venue in such courts for any action commenced by you against us (or our affiliates).
15. OTHER IMPORTANT PROVISIONS
15.1 Use of the Service is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this Section.
15.2 You shall not use the Service in any manner contrary to local, state or federal law. VPForums expressly disclaims any and all responsibility or liability for any action by you that is contrary to such law(s) by you and reserves the right to terminate your Service immediately upon notice of your failure to comply with any such local, state or federal law.
15.3 Our performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of our right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Service or information provided to or gathered by us with respect to such use.
15.4 If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
15.5 No failure or delay in enforcing any provision, exercising any option or requiring performance, shall be construed to be a waiver of that or any other right in connection with this Agreement.
15.6 You may not assign your rights under this Agreement without our prior written permission and any attempt by you to do so shall be void from inception.
15.8 Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement; provided, however, no action arising out of this Agreement or your use of the Service, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose) (subject to any shorter limitation applicable pursuant to Section 6.6 above) and you hereby waive any longer statute of limitations that may be permitted by law.
15.9 To the extent it may be applicable, you agree with us to opt out from and expressly exclude any applicability of the Uniform Computer Information Transactions Act.
15.10 A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.