VARportal LLC Terms of Use Agreement
VARportal LLC is a business networking service that allows Members to
create unique business and personal profiles online in order to locate,
communicate and collaborate with other members of the business community. The services offered
by VARportal LLC ("VARportal" or "we")
include the VARportal LLC website (the "VARportal Website"),
the VARportal LLC Internet messaging service, and any other features,
content, or applications offered from time to time by VARportal LLC in
connection with the VARportal Website (collectively, the "VARportal Services"). The VARportal Services are hosted in the U.S.
This Terms of Use Agreement ("Agreement") sets forth the legally
binding terms for your use of the VARportal Services. By using the VARportal
Services, you agree to be bound by this Agreement, whether you are a
"Visitor" (which means that you simply browse the VARportal
Website) or you are a "Member" (which means that you have registered
with VARportal LLC). The term "User" refers to a Visitor or a
Member. You are only authorized to use the VARportal Services (regardless
of whether your access or use is intended) if you agree to abide by all
applicable laws and to this Agreement. Please read this Agreement carefully and
save it. If you do not agree with it, you should leave the VARportal
Website and discontinue use of the VARportal Services immediately. If you
wish to become a Member, communicate with other Members and make use of the
VARportal Services, you must read this Agreement and indicate your
acceptance during the Registration process.
This Agreement includes VARportal LLC's policy for acceptable use of
the VARportal Services posted on the VARportal Website, your rights,
obligations and restrictions regarding your use of the VARportal Services
and VARportal LLC's Privacy Policy. In order to participate in certain
VARportal Services, you may be notified that you are required to download
software or content and/or agree to additional terms and conditions. Unless
otherwise provided by the additional terms and conditions applicable to the
VARportal Services in which you choose to participate, those additional
terms are hereby incorporated into this Agreement. You may receive a copy of
this Agreement by emailing us at: privacy@varportal.com.
VARportal LLC may modify this Agreement from time to time and such
modification shall be effective upon posting by VARportal LLC on the
VARportal Website. You agree to be bound to any changes to this Agreement
when you use the VARportal Services after any such modification is posted.
It is therefore important that you review this Agreement regularly to ensure
you are updated as to any changes.
Please choose carefully the information you post on VARportal LLC and
that you provide to other Users. Your VARportal LLC profile may not
include the following items: any photographs containing nudity, or obscene, lewd, excessively violent,
harassing, sexually explicit or otherwise objectionable subject matter. Despite
this prohibition, information provided by other VARportal LLC Members (for
instance, in their Profiles) may contain inaccurate, inappropriate, offensive or
sexually explicit material, products or services, and VARportal LLC
assumes no responsibility or liability for this material. If you become aware
of misuse of the VARportal Services by any person, please contact VARportal
or click on the "Report Inappropriate Use" link on the left side of
any VARportal LLC page.
VARportal LLC reserves the right, in its sole discretion, to reject,
refuse to post or remove any posting (including private messages) by you, or to
restrict, suspend, or terminate your access to all or any part of the VARportal
Services at any time, for any or no reason, with or without prior notice,
and without liability. VARportal expressly reserves the right to
remove your profile and/or restrict, suspend, or terminate your access to any
part of VARportal Services if VARportal determines, in its sole
discretion, that you pose a threat to VARportal and/or its Users.
- Eligibility. Use of and Membership in the VARportal
Services is void where prohibited. By using the VARportal Services,
you represent and warrant that (a) all registration information you submit
is truthful and accurate; (b) you will maintain the accuracy of such
information; (c) you are 17 years of age or older; and (d) your use of the
VARportal Services does not violate any applicable law or regulation.
Your profile may be deleted and your Membership may be terminated without
warning, if we believe that you are under 17 years of age.
- Term. This Agreement shall remain in full force and
effect while you use the VARportal Services or are a Member. You may
terminate your Membership at any time, for any reason, by following the
instructions on the Member's Account Settings page. VARportal LLC may
terminate your Membership at any time, without advance notice. Even after
Membership is terminated, this Agreement will remain in effect, including
sections 5-17.
- Fees. You acknowledge that VARportal LLC
reserves the right to charge for the VARportal Services and to change
its fees from time to time in its discretion. If VARportal LLC terminates
your Membership because you have breached the Agreement, you shall not be
entitled to the refund of any unused portion of subscription fees.
- Password. When you sign up to become a Member, you will
also be asked to choose a password. You are entirely responsible for
maintaining the confidentiality of your password. You agree not to use the
account, username, or password of another Member at any time or to
disclose your password to any third party. You agree to notify VARportal
LLC immediately if you suspect any unauthorized use of your account
or access to your password. You are solely responsible for any and all use
of your account.
- Use by Members. The VARportal Services are for the business
use of Members only and may not be used in connection with any commercial
endeavors except those that are specifically provided by VARportal
LLC. Illegal and/or unauthorized use of the VARportal Services,
including collecting usernames and/or email addresses of Members by
electronic or other means for the purpose of sending unsolicited email or
unauthorized framing of or linking to the VARportal Website is
prohibited. Unauthorized use may result in the removal of a Member's
profile without notice and may result in termination of Membership privileges.
Appropriate legal action will be taken for any illegal or unauthorized use
of the VARportal Services.
- Review and Ratings System. The VARportal
Services use a Review and Ratings System which is available to all members
of the VARportal Service.
Members use the Review and Ratings System to post their opinion and experience
with individual or company members of the VARportal Services.
Any member may refer to the Reviews and Ratings posted to a member's profile.
All membership in the VARportal Service is subject to this Review and Ratings System.
Members posting Reviews or Ratings may choose whether or not to have their Member ID
quoted with their Review and Rating. In addition, the Reviewing member, through a “Communications”
setting on the Review, can elect or not elect to be contacted regarding their Review.
Proprietary Rights in Content on VARportal LLC.
- VARportal LLC does
not claim any ownership rights in the text, files, images, photos, video,
sounds, musical works, works of authorship, or any other materials
(collectively, "Content") that you post to the VARportal
Services. After posting your Content to the VARportal Services, you
continue to retain all ownership rights in such Content, and you continue
to have the right to use your Content in any way you choose. By
displaying or publishing ("posting") any Content on or through
the VARportal Services, you hereby grant to VARportal LLC a
limited license to use, modify, publicly perform, publicly display,
reproduce, and distribute such Content solely on and through the VARportal
Services.
- Without this license, VARportal LLC would be
unable to provide the VARportal Services. For example, without the right to
modify Member Content, VARportal LLC would not be able to digitally
compress music files that Members submit or otherwise format Content to satisfy
technical requirements, and without the right to publicly perform Member
Content, VARportal LLC could not allow Users to listen to music posted by
Members. The license you grant to VARportal LLC is non-exclusive (meaning
you are free to license your Content to anyone else in addition to VARportal
LLC), fully-paid and royalty-free (meaning that VARportal LLC is
not required to pay you for the use on the VARportal Services of the
Content that you post), sublicensable (so that VARportal LLC is able to
use its affiliates and subcontractors such as Internet content delivery networks
to provide the VARportal Services), and worldwide (because the Internet and
the VARportal Services are global in reach). This license will terminate at
the time you remove your Content from the VARportal Services. The license
does not grant VARportal LLC the right to sell your Content, nor does the
license grant VARportal LLC the right to distribute your Content outside
of the VARportal Services.
- You represent and
warrant that: (i) you own the Content posted by you on or through the
VARportal Services or otherwise have the right to grant the license
set forth in this section, and (ii) the posting of your Content on or
through the VARportal Services does not violate the privacy rights,
publicity rights, copyrights, contract rights or any other rights of any
person. You agree to pay for all royalties, fees, and any other monies
owing any person by reason of any Content posted by you to or through the
VARportal Services.
- The VARportal
Services contain Content of VARportal LLC ("VARportal LLC
Content"). VARportal LLC Content is protected by copyright,
trademark, patent, trade secret and other laws, and VARportal LLC
owns and retains all rights in the VARportal LLC Content and the VARportal
Services. VARportal LLC hereby grants you a limited,
revocable, nonsublicensable license to reproduce and display the VARportal
LLC. Content (excluding any software code) solely for your personal
use in connection with viewing the VARportal Website and using the
VARportal Services.
- The VARportal
Services contain Content of Users and other VARportal LLC licensors.
Except for Content posted by you, you may not copy, modify, translate,
publish, broadcast, transmit, distribute, perform, display, or sell any
Content appearing on or through the VARportal Services.
- Content Posted.
- VARportal LLC may
delete any Content that in the sole judgment of VARportal LLC
violates this Agreement or which may be offensive, illegal or violate the
rights, harm, or threaten the safety of any person. VARportal LLC
assumes no responsibility for monitoring the VARportal Services for
inappropriate Content or conduct. If at any time VARportal LLC
chooses, in its sole discretion, to monitor the VARportal Services,
VARportal LLC nonetheless assumes no responsibility for the Content,
no obligation to modify or remove any inappropriate Content, and no
responsibility for the conduct of the User submitting any such Content.
- You are solely
responsible for the Content that you post on or through any of the
VARportal Services, and any material or information that you transmit
to other Members and for your interactions with other Users. VARportal
LLC does not endorse and has no control over the Content. Content
is not necessarily reviewed by VARportal LLC prior to posting and
does not necessarily reflect the opinions or policies of VARportal
LLC. VARportal LLC makes no warranties, express or implied, as to
the Content or to the accuracy and reliability of the Content or any
opinions, material or information that you transmit to other Members.
- Reviews and Ratings that you post on or through any of the
VARportal Services,
are solely based on your true and honest opinion and experience with the party you are reviewing or rating.
VARportal LLC does not endorse and has no control over the review and rating content. Review and rating content
is not necessarily reviewed by VARportal LLC prior to posting and
does not necessarily reflect the opinions or policies of VARportal
LLC. VARportal LLC makes no warranties, express or implied, as to
the review and rating content or to the accuracy and reliability of the review and rating content.
- Content Prohibited. The
following is a partial list of the kind of Content that is illegal or
prohibited to post on or through the VARportal Services. VARportal
LLC reserves the right to investigate and take appropriate legal action
against anyone who, in VARportal LLC's sole discretion, violates this
provision, including without limitation, removing the offending
communication from the VARportal Services and terminating the
Membership of such violators. Prohibited Content includes, but is not
limited to Content that, in the sole discretion of VARportal LLC:
- is patently offensive
and promotes racism, bigotry, hatred or physical harm of any kind against
any group or individual;
- harasses or advocates
harassment of another person;
- exploits people in a
sexual or violent manner;
- contains nudity,
violence, or offensive subject matter or contains a link to an adult
website;
- solicits personal
information from anyone under 18;
- provides any telephone
numbers, street addresses, last names, URLs or email addresses;
- promotes information
that you know is false or misleading or promotes illegal activities or
conduct that is abusive, threatening, obscene, defamatory or libelous;
- promotes an illegal or
unauthorized copy of another person's copyrighted work, such as providing
pirated computer programs or links to them, providing information to
circumvent manufacture-installed copy-protect devices, or providing
pirated music or links to pirated music files;
- involves the
transmission of "junk mail," "chain letters," or
unsolicited mass mailing, instant messaging, "spimming," or
"spamming";
- contains restricted or
password only access pages or hidden pages or images (those not linked to
or from another accessible page);
- furthers or promotes
any criminal activity or enterprise or provides instructional information
about illegal activities including, but not limited to making or buying
illegal weapons, violating someone's privacy, or providing or creating
computer viruses;
- solicits passwords or
personal identifying information for commercial or unlawful purposes from
other Users;
- involves commercial
activities and/or sales without our prior written consent such as
contests, sweepstakes, barter, advertising, or pyramid schemes;
- includes a photograph
of another person that you have posted without that person's consent; or
- Activity Prohibited
The following is a partial list of the kind of
activity that is illegal or prohibited on the VARportal Website and through
your use of the VARportal Services. VARportal LLC reserves the right
to investigate and take appropriate legal action against anyone who, in VARportal
LLC's sole discretion, violates this provision, including without
limitation, reporting you to law enforcement authorities. Prohibited activity
includes, but is not limited to:
- criminal or tortious
activity, including child pornography, fraud, trafficking in obscene
material, drug dealing, gambling, harassment, stalking, spamming,
spimming, sending of viruses or other harmful files, copyright
infringement, patent infringement, or theft of trade secrets;
- advertising to, or
solicitation of, any Member to buy or sell any products or services
through the VARportal Services. You may not transmit any chain
letters or junk email to other Members. It is also a violation of these
rules to use any information obtained from the VARportal Services in
order to contact, advertise to, solicit, or sell to any Member without
their prior explicit consent. In order to protect our Members from such
advertising or solicitation, VARportal LLC reserves the right to
restrict the number of emails which a Member may send to other Members in
any 24-hour period to a number which VARportal LLC deems appropriate
in its sole discretion. If you breach this Agreement and send unsolicited
bulk email, instant messages or other unsolicited communications of any
kind through the VARportal Services, you acknowledge that you will
have caused substantial harm to VARportal LLC, but that the amount
of such harm would be extremely difficult to ascertain. As a reasonable
estimation of such harm, you agree to pay VARportal LLC $50 for each
such unsolicited email or other unsolicited communication you send
through the VARportal Services;
- covering or obscuring
the banner advertisements on your personal profile page, or any VARportal
LLC page via HTML/CSS or any other means;
- any automated use of
the system, such as using scripts to add friends or send comments or
messages;
- interfering with,
disrupting, or creating an undue burden on the VARportal Services or
the networks or services connected to the VARportal Services;
- attempting to
impersonate another Member or person;
- using the account,
username, or password of another Member at any time or disclosing your
password to any third party or permitting any third party to access your
account;
- selling or otherwise
transferring your profile;
- using any information
obtained from the VARportal Services in order to harass, abuse, or
harm another person;
- displaying an
advertisement on your personal profile, or accepting payment or anything
of value from a third person in exchange for your performing any
commercial activity on or through the VARportal Services on behalf of
that person, such as placing commercial content on your personal profile,
posting blogs or bulletins with a commercial purpose, selecting a profile
with a commercial purpose; or
- using the VARportal
Services in a manner inconsistent with any and all applicable laws and
regulations.
- Copyright
Policy. You may not
post, modify, distribute, or reproduce in any way any copyrighted
material, trademarks, or other proprietary information belonging to others
without obtaining the prior written consent of the owner of such
proprietary rights. It is the policy of VARportal LLC to terminate
Membership privileges of any Member who infringes the copyright rights of
others upon receipt of proper notification to VARportal LLC by the
copyright owner or the copyright owner's legal agent. Without limiting the
foregoing, if you believe that your work has been copied and posted on the
VARportal Services in a way that constitutes copyright infringement,
please provide our Copyright Agent with the following information: (i) an
electronic or physical signature of the person authorized to act on behalf
of the owner of the copyright interest; (ii) a description of the
copyrighted work that you claim has been infringed; (iii) a description of
where the material that you claim is infringing is located on the VARportal
Services; (iv) your address, telephone number, and email address;
(v) a written 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; (vi) 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.
VARportal LLC's Copyright Agent for notice of claims of copyright
infringement can be reached as follows: O'Donnell Fox Agent, VARportal
LLC, 880 Third Ave., New York, NY; Facsimile: (212) 319-3597;
Attn: Thomas O'Donnell, Copyright Agent; and email: copyrightagent@varportal.com .
- Member Disputes. You are solely responsible for your
interactions with other VARportal LLC Members. VARportal LLC
reserves the right, but has no obligation, to monitor disputes between you
and other Members.
- Privacy. Use of the VARportal Services is also
governed by our Privacy Policy, which is incorporated into this Agreement
by this reference.
- Disclaimers. VARportal LLC is not responsible for any
incorrect or inaccurate Content posted on the VARportal Website or in
connection with the VARportal Services, whether caused by Users of the
VARportal Services or by any of the equipment or programming
associated with or utilized in the VARportal Services. Profiles
created and posted by Members on the VARportal Website may contain
links to other websites. VARportal LLC is not responsible for the
Content, accuracy or opinions expressed on such websites, and such
websites are in no way investigated, monitored or checked for accuracy or
completeness by VARportal LLC. Inclusion of any linked website on the
VARportal Services does not imply approval or endorsement of the
linked website by VARportal LLC. When you access these third-party
sites, you do so at your own risk. VARportal LLC takes no
responsibility for third party advertisements which are posted on this
VARportal Website or through the VARportal Services, nor does it
take any responsibility for the goods or services provided by its
advertisers. VARportal LLC is not responsible for the conduct,
whether online or offline, of any User of the VARportal Services.
VARportal LLC assumes no responsibility for any error, omission,
interruption, deletion, defect, delay in operation or transmission,
communications line failure, theft or destruction or unauthorized access
to, or alteration of, any User or Member communication. VARportal LLC
is not responsible for any problems or technical malfunction of any
telephone network or lines, computer online systems, servers or providers,
computer equipment, software, failure of any email or players due to
technical problems or traffic congestion on the Internet or on any of the
VARportal Services or combination thereof, including any injury or
damage to Users or to any person's computer related to or resulting from
participation or downloading materials in connection with the VARportal
Services. Under no circumstances shall VARportal LLC be
responsible for any loss or damage, including personal injury or death,
resulting from use of the VARportal Services, attendance at a VARportal
LLC event, from any Content posted on or through the VARportal
Services, or from the conduct of any Users of the VARportal Services,
whether online or offline. The VARportal Services are provided
"AS-IS" and as available and VARportal LLC expressly
disclaims any warranty of fitness for a particular purpose or
non-infringement. VARportal LLC cannot guarantee and does not promise
any specific results from use of the VARportal Services.
- Limitation on
Liability. IN NO EVENT
SHALL VARportal LLC BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY
INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE
DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE
SERVICES, EVEN IF VARportal LLC HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED
HEREIN, VARportal LLC'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND
REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE
AMOUNT PAID, IF ANY, BY YOU TO VARportal LLC FOR THE VARportal
SERVICES DURING THE TERM OF MEMBERSHIP.
- U.S. Export Controls. Software available in connection with the
VARportal Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the VARportal
Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
- Disputes. If there is any dispute about or involving
the VARportal Services, you agree that the dispute shall be governed
by the laws of the State of Massachusetts, USA, without regard to conflict of
law provisions and you agree to exclusive personal jurisdiction and venue
in the state and federal courts of the United States located in the State
of Massachusetts. Either VARportal LLC or you may demand
that any dispute between VARportal LLC and you about or involving the
VARportal Services must be settled by arbitration utilizing the
dispute resolution procedures of the American Arbitration Association
(AAA) in Boston, MA, USA, provided that the foregoing shall not
prevent VARportal LLC from seeking injunctive relief in a court of
competent jurisdiction.
- Indemnity. You agree to indemnify and hold VARportal
LLC, its subsidiaries, and affiliates, and their respective officers,
agents, partners and employees, harmless from any loss, liability, claim,
or demand, including reasonable attorneys' fees, made by any third party
due to or arising out of your use of the VARportal Services in
violation of this Agreement and/or arising from a breach of this Agreement
or arising out of any claim of
copyright, patent or trademark infringement, and/or any breach of your representations and
warranties set forth above and/or if any Content that you post on the
VARportal Website or through the VARportal Services causes VARportal
LLC to be liable to another.
- Other. This Agreement is accepted upon your use of
the VARportal Website or any of the VARportal Services and is
further affirmed by you becoming a Member. This Agreement constitutes the
entire agreement between you and VARportal LLC regarding the use of
the VARportal Services. The failure of VARportal LLC to exercise
or enforce any right or provision of this Agreement shall not operate as a
waiver of such right or provision. The section titles in this Agreement
are for convenience only and have no legal or contractual effect. VARportal
is a trademark of VARportal LLC. This Agreement operates to the
fullest extent permissible by law. If any provision of this Agreement is
unlawful, void or unenforceable, that provision is deemed severable from
this Agreement and does not affect the validity and enforceability of any
remaining provisions.
Please contact us at: VARportal with any questions regarding this
Agreement.