These are the vConnect Terms of Use (“Terms”)
and you should read them carefully. By downloading, accessing, or using the
mobile applications, websites, or other products or services of Progressive
Expert Consulting, Inc. (“vConnect”, “PEC”, “we” or “us”), (collectively, the “Service” or “Services“), you
acknowledge and agree to these Terms, and vConnect’s Privacy Policy, which can
be found at https://www.pecinc.com/privacy-policy and which is incorporated herein by reference. If you choose to
not agree with any of these Terms or the Privacy Policy, do not use the
Services.
These Terms apply to all users of the vConnect
Services. Information provided by our users through the vConnect Services may
contain links to third-party websites that are not owned or controlled by vConnect.
vConnect has no control over, and assumes no responsibility for, the content,
privacy policies, or practices of any third-party websites. In addition, vConnect
will not and cannot censor or edit the content of any third-party site. By
using the Services, you expressly acknowledge and agree that vConnect shall not
be responsible for any damages, claims or other liability arising from or
related to your use of any third-party website.
Subject to your compliance with these Terms, vConnect
hereby grants you permission to use the Services, provided that: (a) your use
of the Services as permitted is solely for your personal use, and you are not
permitted to resell or charge others for use of, or access to, the Services, or
in any other manner inconsistent with these Terms; (b) you will not duplicate,
transfer, give access to, copy or distribute any part of the Services in any
medium without vConnect’s prior written authorization; (c) you will not attempt
to reverse engineer, alter or modify any part of the Services; and (d) you will
otherwise comply with the terms and conditions of these Terms and Privacy
Policy.
In order to access and use the features of the
Services, you acknowledge and agree that you will have to provide vConnect with
any one (or more, if you choose to) of the following to create your own vConnect
account, (“Account”): Mobile phone number, email address, other
instant message application unique identifier, and/or other social media
profile, such as Facebook, Twitter, etc.; all of which comprise your vConnect
Account unique identifiers (“Account Identifiers”).
You understand and agree that in order to provide the Services, vConnect may
occasionally request your permission to access your contact list and/or address
book on your mobile device to find and keep track of Account Identifiers of
other users of the Services. When providing your Account Identifiers, you must
provide accurate and complete information. You are solely responsible for the
User Content and related Public Submissions (both defined below in the User
Content section) that you submit and that are displayed for your Account on the
vConnect Services. You must notify vConnect immediately of any breach of
security or unauthorized use of your Account. Although vConnect will not be
liable for your losses caused by any unauthorized use of your Account, you may
be liable for the losses of vConnect or others due to such unauthorized use.
ARBITRATION NOTICE: EXCEPT FOR CERTAIN TYPES OF DISPUTES
DESCRIBED IN THE DISPUTES CLAUSE CONTAINED HEREIN, YOU AGREE THAT DISPUTES
BETWEEN YOU AND VCONNECT WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION AND
YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE
ARBITRATION.
Users
vConnect is intended for people who are at
least 13 years old. Persons under the age of 13 are prohibited from creating vConnect
accounts.
You affirm that you are either at least 18
years of age, or an emancipated minor, or possess legal parental or guardian
consent, and are fully able and competent to enter into the terms, conditions,
obligations, affirmations, representations, and warranties set forth in these
Terms, and to abide by and comply with these Terms. In addition, you affirm
that you have not been previously suspended or removed from the Services and do
not have more than one VConnect Account.
You further represent and warrant that you are
not located in a country that is subject to a U.S. Government embargo, or that
has been designated by the U.S. Government as a ”terrorist-supporting” country,
and that you are not listed on any U.S. Government list of prohibited or
restricted parties.
We may, in our sole discretion, refuse to offer the Services to
any person or entity. We may, without notice and in our sole discretion,
terminate your right to use the Services, or any portion thereof, and block or
prevent your future access to, and use of, the Services or any portion thereof.
User Content
The Services consist
of interactive features and functions that allow users to create, post,
transmit, and/or store content, including but not limited to photos, videos,
audio, voice messaging, text, graphics, or other materials, including your
Public Submissions which are defined below (collectively, “User Content”).
You understand that
you are responsible for all data charges you incur by using the Services,
including downloading the mobile application. You also understand that your
User Content may be viewable by others.
Also, you agree to follow our General Content
Guidelines below, which may be updated from time to time.
General Content Guidelines
Don’t contact people
who don’t want to be contacted by you—especially if you have previously been
asked not to. We will block users who harass others.
Be reasonable about
what you send and to whom you send it.
Don’t break the law.
Don’t use vConnect for any illegal purposes whatsoever.
What not to do, use or
represent in the Services:
·
Pornography
·
Nudity or sexually
suggestive content involving minors (people under the age of 18)
·
Minors engaged in
activities that are physically dangerous and harmful
·
Invasions of privacy
·
Threats
·
Harassment or Bullying
·
Impersonation
·
Self-Harm
Violating these rules
may result in the removal of content, and/or the suspension of your Account and
you being prohibited from using vConnect in the future. We will do our best to
enforce these guidelines consistently and fairly, and at our discretion we’ll
do what we think is best in each situation.
You agree that you are
solely responsible for your User Content and any claims arising therefrom, and
that vConnect is not responsible or liable for any User Content or claims
arising therefrom. While we are not obligated to do so, we reserve the right,
and have absolute discretion, to review, screen, and delete User Content at any
time and for any reason.
The vConnect Services
allow vConnect users to submit profile photos, or “selfies”, as part of User
Content submitted by you, along with the automatic submission of your “last
location” details from your mobile device location services, to create a public
face to your Account (collectively, the “Public Submissions”). These Public Submissions are part of your User Content and
may be hosted, shared, and/or published as part of the vConnect Services, and
may be visible to other users of the Services. For clarity,
direct messages, photos, or files that you send directly to other vConnect
users will only be viewable by those vConnect user(s) or group(s) to whom you
directly send such information; but Public Submissions may be globally viewed
by vConnect users that have your Account Identifiers on their mobile device.
Currently, we have no method of providing different levels of visibility of
your Public Submissions among users that have your Account Identifiers – you
acknowledge and agree that any Public Submissions may be globally viewed by
users that have your Account Identifiers, so don’t submit or post profile
photos, or allow locations services from your mobile device for vConnect, that
you don’t want to be seen globally. As clarified in the following section, you
retain your ownership rights in your Public Submissions. You understand that
whether or not such Public Submissions are published, vConnect does not
guarantee any confidentiality with respect to any Public Submissions’ content.
You shall be solely
responsible for your own User Content and the consequences of posting or
publishing them. Because vConnect is only acting as a repository of data,
Public Submissions do not necessarily represent the views or opinions of vConnect,
and vConnect makes no guarantees as to the validity, accuracy or legal status
of any of them. In connection with User Content, you affirm, represent, and/or
warrant that: (i) you own or have the necessary licenses, rights, consents, and
permissions to use and authorize vConnect to use all patent, trademark, trade
secret, copyright or other proprietary rights in and to any and all User
Content to enable inclusion and use of the User Content in the manner
contemplated by the Services and these Terms; and (ii) you have the written
consent, release, and/or permission of each and every identifiable individual
person in the Public Submissions to use the name or likeness of each and every
such identifiable individual person to enable inclusion and use of the User
Content in the manner contemplated by the Services and these Terms. To be
clear: you retain all of your ownership rights in your User Content but you have
to have the rights in the first place. However, by submitting the User Content
to vConnect, you hereby grant vConnect a worldwide, non-exclusive,
royalty-free, sub-licensable and transferable license to use, reproduce,
distribute, prepare derivative works of, display, and perform the User Content
in connection with the vConnect Services and vConnect’s (and its successor’s)
business, including without limitation for promoting and redistributing part or
all of the vConnect Services (and derivative works thereof) in any media
formats and through any media channels. You also hereby grant each subscriber
to your Account Identifier on the vConnect Services a non-exclusive license to
access your Public Submissions through the Services. The foregoing license
granted by you terminates once you remove or delete a Public Submissions from
the vConnect Services.
In connection with
User Content you further agree that you will not: (i) submit material that is
copyrighted, protected by trade secret or otherwise subject to third party
proprietary rights, including privacy and publicity rights, unless you are the
owner of such rights or have permission from their rightful owner to post the
material and to grant vConnect all of the license rights granted herein; (ii)
publish falsehoods or misrepresentations that could damage vConnect or any
third party; (iii) submit material that is unlawful, obscene, defamatory,
libelous, threatening, harassing, hateful, racially or ethnically offensive, or
encourages conduct that would be considered a criminal offense, give rise to
civil liability, violate any law, or is otherwise inappropriate; (iv) post
advertisements or solicitations of business; (v) impersonate another person;
(vi) send or store material containing software viruses, worms, Trojan horses
or other harmful computer code, files, scripts, agents or programs; (vii)
interfere with or disrupt the integrity or performance of the Services or the
data contained therein; or (viii) attempt to gain unauthorized access to the
Services or its related systems or networks.
vConnect does not
endorse any User Content or any opinion, recommendation, or advice expressed
therein, and vConnect expressly disclaims any and all liability in connection
with User Content. vConnect does not permit copyright infringing activities and
infringement of intellectual property rights via its Services, and vConnect
will remove all content and User Content if properly notified that such content
or Public Submissions infringes on another’s intellectual property rights. VConnect
reserves the right to remove content and User Content without prior notice. VConnect
may also terminate a user’s access to the Services, if they are determined to
be a repeat infringer, or for any or no reason, including just being annoying.
A repeat infringer is a User who has been notified of infringing activity more
than once and/or has had a Public Submissions removed from the Services more
than twice. An annoying person is anyone who is (capriciously or not) determined
to be annoying by authorized VConnect employees, agents, or subagents. VConnect
also reserves the right to decide whether content or a Public Submissions is
appropriate and complies with these Terms for violations other than copyright
infringement and violations of intellectual property law. VConnect may remove
such User Content and/or terminate a User’s access for uploading such material
in violation of these Terms at any time, without prior notice and at its sole
discretion.
You understand that
when using the VConnect Services you will be exposed to User Content from a
variety of sources, and that VConnect is not responsible for the accuracy,
usefulness, safety, or intellectual property rights of or relating to such User
Content, and that such User Content is not the responsibility of VConnect. You
further understand and acknowledge that you may be exposed to User Content that
is inaccurate, offensive, indecent, or objectionable, and you agree to waive,
and hereby do waive, any legal or equitable rights or remedies you have or may
have against VConnect with respect thereto, and agree to indemnify and hold VConnect,
its officers, directors, employees, agents, affiliates, and/or licensors,
harmless to the fullest extent allowed by law regarding all matters related to
your use of the VConnect Services.
VConnect permits you
to link to materials on the Services for personal purposes only. VConnect
reserves the right to discontinue any aspect of the VConnect Services at any
time.
Feedback
You agree that any feedback, suggestions, ideas, or other
information or materials that you provide regarding vConnect or the Services,
whether by email, mail, phone or otherwise (“Feedback“), are
non-confidential and shall become the sole property of VConnect. We will be
entitled to the unrestricted use and dissemination of such Feedback for any
purpose, commercial or otherwise, without acknowledging or compensating you.
You waive any rights you may have to the Feedback, including any copyrights.
Please do not share any Feedback with us if you expect to be paid or receive
attribution, or want to continue to own or claim rights in them. .
vConnect Content
Unless otherwise stated, all materials
contained on or within the Services, including, but not limited to, text, graphics,
images, code, illustrations, designs, icons, photographs, audio, video clips,
and written and other materials (collectively, “vConnect Content“),
as well as their selection and arrangement, are protected by copyright,
trademark, or other intellectual property laws. Unauthorized use of vConnect
Content may violate such laws and these Terms. Except as expressly provided in
these Terms, vConnect does not grant any express or implied rights to use vConnect
Content. You agree that you will not copy, reproduce, republish, frame,
download, transmit, modify, display, reverse engineer, sell, or participate in
any sale of, rent, lease, loan, assign, distribute, license, sublicense, or
exploit in any way, in whole or in part, vConnect Content, the Services, or any
related software, except as expressly stated in these Terms.
You are hereby granted a limited,
non-exclusive, non-sub licensable license to access and use the Services and vConnect
Content. This license is revocable at any time. This license is subject to
these Terms, as well the Privacy Policy, and does not include:
·
The distribution,
public performance, or public display of vConnect Content;
·
Modifying or otherwise
making any derivative uses of the Services or vConnect Content, or any portion
thereof;
·
Use of any scraping,
data mining, robots, or similar data gathering or extraction methods;
·
Downloading (other
than page caching) any portion of the Services, vConnect Content, or any
information contained therein, except as expressly permitted on the Services;
·
Accessing the vConnect
API with an unauthorized or third-party client; and
·
Any use of the
Services or vConnect Content other than for their intended purposes.
Any use of the Services or vConnect Content
other than as specifically authorized in these Terms, without the prior written
permission of vConnect, is strictly prohibited and will terminate the license
to use vConnect granted in these Terms.
vConnect reserves all rights in, and to, the
Services not expressly granted you in these Terms or Privacy Policy. You agree
to not engage in the use, copying, or distribution of any of the Services or vConnect
Content other than expressly permitted herein, including any use, copying, or
distribution of User Content of third parties obtained through the Services for
any commercial purposes.
Prohibited Activities
In addition to the other restrictions outlined
in these Terms, you agree that you will not:
·
Use the Services for
any purpose that is illegal, beyond the scope of their intended use, or
otherwise prohibited in these Terms;
·
Use the Services in
any manner that could interfere with, disrupt, negatively affect, or inhibit
other users from fully enjoying the Services, or that could damage, disable,
overburden, or impair the functioning of the Services in any manner;
·
Compromise the
security of the Services;
·
Send any unsolicited
or unauthorized advertising, spam, solicitations, or promotional materials;
·
Use any robot, spider,
crawler, scraper, or other automated means or interface not provided by us to
access the Services or to extract data;
·
Reverse engineer any
aspect of the Services or do anything that might discover source code or bypass
or circumvent measures employed to prevent or limit access to any area,
content, or code of the Services;
·
Use or attempt to use
another user’s Account without authorization;
·
Attempt to circumvent
any content-filtering techniques we employ, or attempt to access areas or
features of the Services that you are not authorized to access;
·
Attempt to indicate in
any manner that you have a relationship with us, or that we have endorsed you
or any products or services, without our express written consent to do so;
·
Engage in any
harassing, intimidating, predatory, or stalking conduct;
·
Impersonate any person
or entity or otherwise misrepresent your affiliation with a person or entity;
·
Violate the publicity,
privacy, or data-protection rights of others, including by introducing pictures
of another individual as User Content without receiving that individual’s
consent;
·
Infringe any patent,
trademark, trade secret, copyright, or other intellectual or proprietary right
of any party;
·
Buy, sell, rent,
lease, or otherwise offer in exchange for any compensation, access to your vConnect
Account, or a vConnect username, without vConnect’s prior written consent;
·
Develop any
third-party applications that interact with User Content or the Services
without our prior written consent; and
·
Use the Services for
any illegal or unauthorized purpose or engage in, encourage, or promote any
activity that violates these Terms.
·
Send any lewd or
pornographic material.
You further agree to abide by any third-party
terms that apply to the Services or when posting reviews of vConnect, including
the iTunes App Store Terms or the Google/Android Market Terms. Posting vConnect
usernames in app store reviews is strictly prohibited and may result in us
deleting your vConnect Account.
Account Security
After opening a vConnect Account, you accept
all responsibility for any activity that occurs while logged into your Account.
You are responsible for making sure that you keep your password secure and
safe. You agree that you will not share your password with others or do
anything that might jeopardize the security of your Account, including sharing
your password with, or logging in through, unauthorized third-party
applications or clients that attempt to access the vConnect API. If you use any
such application or client, you acknowledge and agree that vConnect will bear
no responsibility for any actions taken by those applications or clients, such
as any breach of or unauthorized use of your Account information or messages.
When you first create a vConnect Account, you may provide your
mobile number to create your Account. You may also invite others who are not
currently vConnect account holders to the vConnect Services. Please be aware
that your carrier’s text messaging and data fees apply for mobile number
verification and invitations to others who are not on the vConnect Service.
Modifications to the
Services
We reserve the right to modify or discontinue, temporarily or
permanently, the Services or any features or portions thereof without prior
notice. You agree that we will not be liable for any modification, suspension,
or discontinuance of the Services or any part thereof.
Copyright Policy
vConnect respects the intellectual property
rights of others. In accordance with the Digital Millennium Copyright Act
(“DMCA”) and other applicable laws, we strive to expeditiously remove any
infringing material from our site. If vConnect becomes aware that one of its
users is a repeat copyright infringer, it is our policy to take reasonable
steps within our power to terminate the user’s Account. All users should be
aware of and comply with applicable copyright laws.
If you believe that anything on the Services
infringes any copyright that you own or control, you may file a notice of such
infringement with our designated agent:
Progressive Expert Consulting, Inc.
Attn: Progressive Expert Consulting, Inc., Legal
Address: 650 James
St., Suite 302, Syracuse, NY 13203
E-mail: legal@pecinc.com
To be effective, any takedown notice submitted
to our designated agent must comply with the requirements set forth at 17
U.S.C. § 512(c)(3). That means that the notice must include substantially the
following:
1.
A physical or
electronic signature of a person authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed.
2.
Identification of the
copyrighted work claimed to have been infringed, or, if multiple copyrighted
works at a single online site are covered by a single notification, a
representative list of such works at that site.
3.
Identification of the
material that is claimed to be infringing or to be the subject of infringing
activity and that is to be removed or access to which is to be disabled, and
information reasonably sufficient to permit vConnect to locate the material.
4.
A statement that the
complaining party has a good faith belief that use of the material in the
manner complained of is not authorized by the copyright owner, its agent, or
the law.
5.
A statement that the
information in the notification is accurate, and under penalty of perjury, that
the complaining party is authorized to act on behalf of the owner of an
exclusive right that is allegedly infringed.
Disclaimer
THE SERVICES AND THE VCONNECT CONTENT ARE PROVIDED “AS IS” AND
WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, AND NON-INFRINGEMENT. VCONNECT MAKES NO WARRANTIES OR
REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SERVICES’ CONTENT
AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR
INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE
WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICES, (III) ANY
UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL PERSONAL
INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION
OR CESSATION OF TRANSMISSION TO OR FROM OUR SERVICES, (IV) ANY BUGS, VIRUSES,
TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR SERVICES
THROUGH THE ACTIONS OF ANY THIRD-PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN
ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE
USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE
VIA THE VCONNECT SERVICES. IN ADDITION, WHILE VCONNECT ATTEMPTS TO PROVIDE A
GOOD USER EXPERIENCE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT THE
SERVICES WILL ALWAYS BE SECURE OR ERROR-FREE OR THAT THE SERVICES WILL ALWAYS
FUNCTION WITHOUT DELAYS, DISRUPTIONS, OR IMPERFECTIONS.
For International
Users
The Services are hosted, controlled, and offered by vConnect
from its facilities in the United States of America, and are governed by U.S.
law. vConnect makes no representations that the vConnect Services are
appropriate or available for use in other locations. Those who access or use
the vConnect Services from outside the United States of America do so at their
own volition and are responsible for compliance with local law. If you are a
user accessing the Services from the European Union, Asia, or any other region
with laws or regulations governing personal data collection, use, and
disclosure that differ from those of the United States, please be advised that
through your continued use of the Services, you are transferring your personal
information to the United States and you consent to that transfer.
Disputes
1. Indemnification
By agreeing to these Terms you agree to indemnify, defend, and
hold harmless vConnect, our managing members, officers, directors,
shareholders, employees, affiliates, licensors, agents and suppliers (the “vConnect Parties“) from and against any and all
complaints, charges, claims, damages, obligations, losses, costs, liabilities,
and expenses (including, but not limited to, attorneys’ fees) due to, arising
out of, or relating in any way to (a) your access to or use of the Services;
(b) any User Content you post, upload, use, distribute, store, or otherwise
transmit through the Services; (c) your violation of any of these Terms,
including the Privacy Policy; (d) your violation of the rights of another,
including without limitation, any intellectual property right, publicity,
confidentiality, privacy, or propriety right; (e) your violation of any
statutes, codes, ordinances, laws, rules, regulations, including without
limitation, all regulatory, administrative, and legislative authorities, or (f)
any claim that any of your User Content caused damage to a third party. This
defense and indemnification obligation will survive these Terms and your use of
the VConnect Services.
2. Limitation of
Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, IN NO EVENT WILL VCONNECT OR ITS AFFILIATES, SUPPLIERS OR RESELLERS BE
LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL
DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER
PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE
SERVICES OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT
SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER
LEGAL THEORY, EVEN IF VCONNECT, ITS AFFILIATES, SUPPLIERS OR RESELLERS HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, VCONNECT'S, ITS
AFFILIATES', SUPPLIERS' AND RESELLERS' MAXIMUM CUMULATIVE LIABILITY AND YOUR
EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT
WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICES (IF ANY) IN
THE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCES GIVING RISE TO SUCH
CLAIMS
3. Arbitration
Agreement; Class Waiver; Waiver of Trial by Jury.
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY
BECAUSE THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH VCONNECT, AND LIMIT THE
MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
A.
Applicability of Arbitration
Agreement. All claims and
disputes in connection with the Terms or the Services of vConnect that cannot
be resolved informally or in small claims court shall be resolved by binding
arbitration on an individual basis under the terms set forth below (the
“Arbitration Agreement”), except that you and vConnect are not required to
arbitrate any dispute in which either party seeks equitable and other relief
for the alleged unlawful use of copyrights, trademarks, trade names, logos,
trade secrets, or patents. This Arbitration Agreement applies to you and vConnect,
and to any subsidiaries, affiliates, agents, employees, predecessors in
interest, successors, and assigns, as well as all authorized or unauthorized
users or beneficiaries of services or goods provided under the Terms.
B.
Arbitration Rules. The Federal Arbitration Act governs the interpretation and
enforcement of this dispute-resolution provision. Arbitration shall be
initiated through the American Arbitration Association (“AAA”), an established
alternative dispute resolution provider (“ADR Provider”) that offers
arbitration as set forth in this section. If AAA is not available to arbitrate,
the parties shall select an alternative ADR Provider. The rules of the ADR
Provider shall govern all aspects of this arbitration, including but not
limited to the method of initiating and/or demanding arbitration, except to the
extent such rules conflict with the Terms (“Arbitration Rules”). The AAA
Consumer Arbitration Rules governing the arbitration are available online at
www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be
conducted by a single, neutral arbitrator. Any claims or disputes where the
total amount of the award sought is less than ten thousand U.S. dollars (US
$10,000.00) may be resolved through binding non-appearance-based arbitration,
at the option of the party seeking relief. For claims or disputes where the
total amount of the award sought is ten thousand U.S. dollars (US $10,000.00)
or more, the right to a hearing will be determined by the Arbitration Rules.
Any judgment on the award rendered by the arbitrator may be entered in any
court of competent jurisdiction.
C.
Additional Rules for
Non-appearance Based Arbitration. If
non-appearance arbitration is elected as provided above, the arbitration shall
be conducted by telephone, online, and/or based solely on written submissions;
the specific manner shall be chosen by the party initiating the arbitration.
The arbitration shall not involve any personal appearance by the parties or
witnesses unless otherwise mutually agreed by the parties.
D.
Authority of the
Arbitrator. The arbitrator will
decide the rights and liabilities, if any, of you and vConnect, and the dispute
will not be consolidated with any other matters or joined with any other cases
or parties. The arbitrator shall have the authority to grant motions dispositive
of all or part of any claim. The arbitrator shall have the authority to award
monetary damages and to grant any non-monetary remedy or relief available to an
individual under applicable law, the Arbitration Rules, and the Terms. The
arbitrator shall issue a written award and statement of decision describing the
essential findings and conclusions on which the award is based, including the
calculation of any damages awarded. The arbitrator has the same authority to
award relief on an individual basis that a judge in a court of law would have.
The award of the arbitrator is final and binding upon you and vConnect.
E.
Waiver of Jury Trial. YOU AND VCONNECT HEREBY WAIVE ANY CONSTITUTIONAL AND
STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY,
instead electing that all claims and disputes shall be resolved by arbitration
under this Arbitration Agreement. Arbitration procedures are typically more
limited, more efficient, and less costly than rules applicable in court and are
subject to very limited review by a court. In the event any litigation should
arise between you and vConnect in any state or federal court in a suit to
vacate or enforce an arbitration award or otherwise, YOU AND VCONNECT WAIVE ALL
RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a
judge.
F.
Waiver of Class or Consolidated
Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE
OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL
BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER
CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY
OTHER CUSTOMER OR USER. Notwithstanding any other provision in these Terms, in
the event that this subparagraph is deemed invalid or unenforceable, neither
you nor we are entitled to arbitration and instead all claims and disputes
shall be resolved in a court located in Onondaga County, New York.
G.
Confidentiality. No part of the procedures shall be open to the public or
the media. All evidence discovered or submitted at the hearing is confidential
and may not be disclosed, except by written agreement of the parties, pursuant
to court order or unless required by law. Notwithstanding the foregoing, no
party shall be prevented from submitting to a court of law any information
necessary to enforce this Arbitration Agreement, to enforce an arbitration
award, or to seek injunctive or equitable relief.
H.
Right to Waive. Any or all of the rights and limitations set forth in this
Arbitration Agreement may be waived by the party against whom the claim is
asserted. Such waiver shall not waive or affect any other portion of this
Arbitration Agreement.
I.
Small Claims Court. Notwithstanding the foregoing, either you or vConnect may
bring an individual action in small claims court.
J. Conflict with AAA Rules. This Agreement governs if there is a conflict with the AAA's Commercial Arbitration Rules
K. Requirement to File Within One Year. Notwithstanding any other statute of limitations, a claim or dispute under this Agreement must be filed in Small Claims Court or noticed for arbitration within one year of when it could first be filed, or such claim will be permanently barred.
L.
Courts. In any circumstances where the foregoing Arbitration
Agreement permits the parties to litigate in court, the parties hereby agree to
submit to the personal jurisdiction of the courts located in Onondaga County, New
York, for such purpose.
M.
Survival. This Arbitration Agreement will survive the termination of
your relationship with vConnect.
4. Forum and Venue
A lawsuit, if any, by you or vConnect against the other will occur
in state or federal court in Onondaga County, New York. You and vConnect agree
that the jurisdiction and venue of these courts is exclusive.
Applicable Law
Any dispute between you and vConnect will be
governed by these Terms and the laws of the State of New York and applicable
United States law, without giving effect to any conflict-of-laws principles
that may provide for the application of the law of another jurisdiction.
You agree that: (i) the vConnect Services shall be deemed solely
based in vConnect; (ii) the vConnect Services shall be deemed a passive server
that does not give rise to personal jurisdiction over vConnect, either specific
or general, in jurisdictions other than vConnect; and (iii) that you agree to
be subject to the jurisdiction of vConnect in the event of any legal dispute.
These Terms shall be governed by the internal substantive laws of the State of vConnect,
without respect to its conflict of laws principles. These Terms, together with
the Privacy Policy and any other legal notices published by vConnect, shall
constitute the entire agreement between you and vConnect concerning the vConnect
Services. No waiver of any term of these Terms shall be deemed a further or
continuing waiver of such term or any other term, and vConnect’s failure to
assert any right or provision under these Terms shall not constitute a waiver
of such right or provision. vConnect reserves the right to amend or modify
these Terms at any time, and it is your responsibility to review these Terms
for any changes. If you do not agree to the revised Terms, your only recourse
is to discontinue the use of the vConnect Services. Your continued use of the vConnect
Services following any amendment of these Terms will signify your assent to and
acceptance of its revised terms.
YOU AND VCONNECT AGREE THAT ANY CAUSE OF
ACTION ARISING OUT OF OR RELATED TO THE VCONNECT SERVICES MUST COMMENCE WITHIN
ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION
IS PERMANENTLY BARRED.
Severability
If any provision of these Terms shall be deemed unlawful, void
or for any reason unenforceable, then that provision shall be deemed severable
from these Terms and shall not affect the validity and enforceability of any
remaining provisions.
Assignment
These Terms, and any rights and licenses granted hereunder, may
not be transferred or assigned by you, but may be assigned by vConnect without
restriction.
Complete Agreement
These Terms supersede all prior understandings regarding the
same and represent the complete agreement between you and vConnect. These Terms
do no create or confer any third-party beneficiary rights. We may change or
modify these Terms at any time and in our sole discretion. If we make changes
to these Terms, we will provide notice of such changes, such as by sending a
notification, posting a notice on the Services, or updating the “Last Updated”
date above. Your continued use of the Services will confirm your acceptance of
the revised Terms. We encourage you to frequently review the Terms to ensure
you understand the terms and conditions that apply to your use of the Services.
If you do not agree to the amended Terms, you must stop using the Services and
delete your vConnect Account.
Questions or Comments
vConnect welcomes comments, questions,
concerns, or suggestions. Please send feedback to us by visiting https://www.pecinc.com/