(Last updated: July 20, 2011)
INTELLECTUAL PROPERTY PROTECTION
You may not use or reproduce or allow anyone to use or reproduce any trademarks (including, without limitation, the “Vistage®” name and logo, or other trade names found in the Content, including those appearing on the Sites) for any reason without written permission from Vistage or the identified owner.
Pursuant to the Digital Millennium Copyright Act of 1998, 17 U.S.C. 512(c)(2) (the “DMCA”), Vistage’s designated agent for notice of alleged copyright infringement in connection with the Site is: John Cloyd, Chief Technology Officer, Vistage International, Inc., 11452 El Camino Real, Suite 400, San Diego, CA 92130, Telephone number: (858) 509-5827, Email address: John.Cloyd@Vistage.com. To file a notice of infringement with Vistage, the requirements specified in Title II of the DMCA must be fulfilled. The text of this statute can be found at the U.S. Copyright Office web site, located at http://www.copyright.gov. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Vistage a counter-notice. Please consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
CONDUCT; USE OF CONTENT
Limited License to User
Vistage hopes and believes that the Content will be helpful, but it should not be construed as legal, accounting, tax or other professional advice on any subject matter. Vistage has endeavored to comply with legal and ethical requirements known to the Vistage personnel who compiled the Sites, but Vistage is not engaged in rendering legal, accounting, tax or other professional services, and availability or use of the Content is not intended to create, and does not create, any attorney-client, accountant-client or other professional services relationship. Use of the Content is not an adequate substitute for obtaining legal, accounting, tax or other professional advice from a qualified and licensed (if applicable) provider in your jurisdiction. You agree you will not act or refrain from acting based on any of the Content without first seeking the services of a qualified professional.
User Content and Submissions
User Grant of Licenses to Vistage
Except with respect to User Submissions within the Special Chair to Chair Share, by submitting a User Submission, you hereby irrevocably grant to Vistage and its successors a perpetual, worldwide, non-revocable, unlimited, transferable, assignable, sublicensable (through multiple tiers), royalty-free, non-exclusive right and license to reproduce, publish (on the Sites, on any other website(s), in print, radio, television or elsewhere), store, distribute or display (publicly or otherwise), modify, edit, communicate, create derivative works of, translate, adapt, digitally transmit and otherwise use, market and commercialize each User Submission, or any portion thereof, in any manner and context (including but not limited to usage in commercial, advertising or promotional materials), now known or in the future discovered, in Vistage’s sole discretion, in any way, in any and all media, without limitation and without any compensation or acknowledgment to you or any third party. You agree and acknowledge that Vistage shall own all rights (including copyrights), title and interest in and to any derivative works created by Vistage from any User Submission.
You understand that, by submitting a User Submission, you represent, acknowledge and agree that:
To the best of your knowledge, your User Submissions represent your own original work and Vistage’s publication and/or use of your User Submissions will not infringe upon any other individual’s or entity’s rights;
Vistage does not pre-screen User Submissions and you are solely responsible for the content of your User Submissions and the consequences of posting or publishing them on the Sites, including but not limited to any injury, damage or liability resulting therefrom;
You understand that Vistage is not responsible for, and cannot control, any actions taken by other users or members of the Vistage community in respect of your User Submissions, you accept responsibility for posting User Submissions where others may view them, and you acknowledge that Vistage recommends that you do not submit any User Submissions that would reasonably be considered to contain trade secrets or insider information, or that would otherwise subject you or your company to any liability or losses;
You understand that Vistage has no obligation, either express or implied, to develop or use your User Submissions and that no compensation is due to you or anyone else for any inadvertent or intentional use of those User Submissions, related User Submissions or any content or derivative work that is derived from your User Submissions;
Vistage is not obligated to provide any justification for removing or deleting any User Submissions or to reveal Vistage’s activities that are related to any submitted User Submissions;
Your submission of User Submissions to Vistage is entirely voluntary;
Vistage may, directly or indirectly, (i) be developing content, suggestions, ideas, notes, concepts, information or other materials that are the same or substantially similar to the User Submissions, or (ii) already have knowledge of such content, suggestions, ideas, notes, concepts, information or other materials from other sources;
Vistage has the right (but not the obligation) to monitor the Sites and each User Submission; to alter or remove any User Submission at any time; to disclose any User Submission and the circumstances surrounding its transmission to any third party or governmental or regulatory entity in order to operate the Sites properly; to protect ourselves, our sponsors and our users and visitors; and to comply with legal obligations or governmental requests.
You are solely responsible for the content of your User Submissions. You agree you will not:
are unlawful, obscene, hateful, defamatory, libelous, threatening, fraudulent, abusive, pornographic, sexually explicit, harassing or racially, ethnically or otherwise offensive;
encourage conduct that would be considered a criminal offense, or do or could give rise to civil liability or violate any law, rule or regulation, or are otherwise objectionable;
are intended to victimize, harass, degrade or intimidate an individual or group of individuals on the basis of age, disability, ethnicity, gender, race, religion or sexual orientation;
comprise non-public or insider information about companies, or are otherwise confidential or private;
contain third party copyrighted material, or material that is subject to other third party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant to Vistage all of the license rights granted herein;
comprise an advertisement, solicitation, pyramid scheme, investment opportunity or other unsolicited commercial communication (except as otherwise expressly permitted by Vistage in writing); or
include recommendations to buy or refrain from buying a particular security or which otherwise have the purpose of affecting the price or value of any security;
Disguise or attempt to disguise the true origin of any User Submissions;
Impersonate any person or entity (including, without limitation, Vistage staff or other members of the Vistage community) or misrepresent any affiliation with any person or entity;
Knowingly post or transmit any User Submissions that contain software viruses, files, code or other harmful components designed to interrupt, destroy or limit the functionality of the Sites, the Content or any Vistage computer software, systems or equipment;
Collect or store other users’ personal data;
Restrict or inhibit any other user from using the Sites, Site Services, Content or Online Communities;
Upload, post, email, or otherwise transmit any material that infringes any patent, trademark, trade secret, copyright or other intellectual property right, privacy right, or publicity right of any person or entity;
Upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” chain letters, or any other potentially objectionable form of unsolicited communication, including without limitation, via initiation or perpetuation of “SPAM,” or to newsgroups, bulletin boards, or users that have requested that messages not be sent to them;
Upload, post, email, or otherwise transmit any material that you do not intend to disclose to all recipients of your transmission, including users who have access to the areas of the Sites in which your User Submission is posted;
Use the Sites for any purpose or in any manner that violates any local, state, or federal law or regulation, or any applicable laws or regulations of any foreign government; or
Upload, post, email or otherwise transmit without authorization any material that would reasonably be considered to contain confidential or private information concerning any third party person or entity, including without limitation, personal (i.e., non-business) phone number(s) or addresses, account numbers, social security numbers, passwords or other similar information.
Vistage neither endorses nor is responsible for any User Submissions, or for any opinion, advice, recommendation, information or other utterance made or displayed therein or otherwise posted on the Sites or Online Communities by third parties, whether such third parties are visitors to the Sites, members of the Vistage community or others. Vistage expressly disclaims any and all liability in connection with any User Submissions. The opinions expressed in any User Submission reflect solely the opinions of the user submitting such User Submission and do not reflect the opinions or views of Vistage. You should not rely on User Submissions in making (or refraining from making) any specific investment, business or other decisions.
Certain Online Communities have their own community guidelines or standards which govern User Submissions and other content posted or otherwise published in these Online Communities. Community guidelines or standards applicable to an Online Community can be located in the area within a Site where the Online Communities are accessed. You are responsible for understanding and following any applicable community guidelines or standards.
Vistage may modify the rules related to Online Communities at any time without prior notice to you.
THIRD PARTY TRANSACTIONS
You may use the Sites to purchase products or services from Vistage’s third party partners. In that event, your contract for such products will be with the third party partner and not with Vistage. You acknowledge and agree that Vistage has no responsibility or liability in connection with any such products or services. Descriptions or images of, or references to, products or services on the Sites do not imply Vistage’s endorsement of such products or services.
TERM AND TERMINATION
Vistage may, in its discretion, terminate or suspend your access to all or part of the Sites (including any right to access and use the Content). Vistage reserves the right to refuse to offer access to the Sites and/or Content to anyone at anytime without notice.
If you terminate your account, we will have no obligation to refund you any fees you may have paid except as may be required by applicable law.
CHANGES TO THE SITES
Vistage reserves the right, in its discretion, to suspend, change, modify, add or remove portions of the Content available on the Sites at any time. Vistage reserves the right to add to or change the Sites or cease offering the Sites at any time and without liability.
USER RESPONSIBILITY FOR ACCOUNT INFORMATION
CONFIDENTIALITY PLEDGE AND STANDARDS
All members of the Vistage community (including Vistage members, chairs, speakers, Vistage employees and certain partners or service providers) who access any Member Site agree to abide by the duties and obligations set out in Vistage’s Confidentiality Pledge and Standards, as may be updated by Vistage from time to time, the latest version of which is available at https://view.vistage.com/portal/help/confidentiality.html.
Although the Sites may be accessible worldwide, we make no representation that the Sites or their Content are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Sites from international locations do so at their own initiative and are responsible for compliance with applicable local laws. Any offer of any product, service, and/or information made in connection with the Sites is void where prohibited.
VISTAGE MAKES NO WARRANTY, EXPRESS OR IMPLIED, RELATING TO THE CONTENT, THE SITES, THE SITE SERVICES, THE SOFTWARE OR ANY PRODUCTS AVAILABLE THROUGH THE SITES, WHICH ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOUR USE OF THE SITES IS AT YOUR OWN RISK, AND YOU, AND NOT VISTAGE, ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THE SITES OR THEIR CONTENT. VISTAGE EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. VISTAGE DOES NOT GUARANTEE THE ACCURACY, RELIABILITY OR TIMELINESS OF THE CONTENT OR SITE SERVICES, THAT THE FUNCTIONS OR CONTENT CONTAINED IN THE SITES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITES OR RELATED SYSTEMS ARE FREE FROM VIRUSES OR OTHER CONTAMINATING OR DESTRUCTIVE PROPERTIES. VISTAGE MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT. NO VERBAL OR WRITTEN REPRESENTATIONS, INFORMATION OR ADVICE GIVEN BY VISTAGE OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE OR EXPAND ANY WARRANTY.
Limitation & Disclaimer of Liability
YOU ACKNOWLEDGE THAT THERE ARE SECURITY, PRIVACY AND CONFIDENTIALITY RISKS INHERENT IN ONLINE COMMUNICATIONS AND ASSOCIATED TECHNOLOGY. YOU AGREE THAT VISTAGE WILL NOT BE RESPONSIBLE OR LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY (a) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE SITES; (b) DATA NONDELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (c) LOSS OR DAMAGES OF ANY KIND INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF OFF-SITE LINKS ON THE SITES; (d) COMPUTER VIRUSES, SYSTEM FAILURE OR MALFUNCTION THAT MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SITES, INCLUDING DURING HYPERLINK TO OR FROM THIRD-PARTY WEBSITE; (e) DECISIONS MADE OR ACTIONS TAKEN BY THE USER OR A THIRD PARTY IN RELIANCE ON THE SITES OR CONTENT; OR (f) EVENTS BEYOND OUR REASONABLE CONTROL.
YOU AGREE THAT IF YOU SUFFER ANY INJURY ARISING OUT OF ANY USER SUBMISSION, YOU WILL SEEK RELIEF DIRECTLY FROM THE INJURING USER AND THAT VISTAGE’S RESPONSIBILITY SHALL BE LIMITED TO REMOVING THE INJURIOUS POSTING OR PORTION THEREOF FROM THE SITE(S) UPON NOTICE FROM THE INJURED PARTY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL VISTAGE, ITS AFFILIATES, LICENSEES, REPRESENTATIVES OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER PECUNIARY LOSS) ARISING DIRECTLY OR INDIRECTLY FROM THE USE OF (OR FAILURE TO USE) OR RELIANCE ON THE SITE OR SITE SERVICES, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF VISTAGE HAS BEEN ADVISED OF THE POSSIBILITY THAT SUCH DAMAGES MAY ARISE. THE LIMITATION OF LIABILITY SET FORTH ABOVE IS AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN VISTAGE AND YOU. NEITHER THE SITES NOR THE CONTENT WOULD BE PROVIDED ABSENT SUCH LIMITATIONS.
Vistage, its affiliates and its information providers will not be liable or deemed to be in default for any delay or failure in performance or interruption of the delivery of the Content or Site Services resulting directly or indirectly from any cause or circumstance beyond its or their reasonable control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, fire, flood or other natural disasters, strikes or other labor problems, wars, civil unrest, acts of terrorism or governmental restrictions.
Changes to these Terms
Advertising, Third Party Content and other Web sites
Parts of the Site may contain third party content or have links to other websites which may or may not be operated by Vistage. Vistage has not reviewed all of the web sites that are linked to the Sites, and Vistage has no control over such sites. Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Sites, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Vistage shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Sites. Content providers are responsible for ensuring that material submitted for inclusion on the Sites complies with international and national law. Vistage is not responsible for any third party content. The Sites may contain links to other Web sites. Vistage is not responsible for the availability of these Web sites or their contents.
No delay or omission on the part of either party in requiring performance by the other party of its obligations will operate as a waiver of any right.
Notices to Vistage must be given in writing and sent to Vistage at the following address: Vistage International, Inc., 11452 El Camino Real, Suite 400, San Diego, CA 92130, Attention: General Counsel. Notices to you may be sent to the email address supplied for your account or we may broadcast notices or messages through the Sites to inform you of changes to the Sites or other matters of importance, and such broadcasts shall constitute notice to you. Any notices or communication will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with verification of receipt; (3) five business days after the mailing date, if sent by U.S. mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile; or (5) on the delivery date if transmitted by confirmed email.
Severability; Survival; Statute of Limitations
Relationship Between the Parties
There is no agency, partnership, joint venture, or employee-employer relationship between any user or Member and Vistage arising solely through the access or use of the Sites or Site Services.
You shall comply with all export laws and restrictions and regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or other United States or foreign agency or authority, and not export or re-export Visage Content in violation of any such restrictions, laws, or regulations. By downloading or using the Content, you agree to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any restricted country or on any such list.
Governing Law and Jurisdiction