TERMS OF SERVICE – MEMBERS AND NON-MEMBERS
Last Updated: January 3rd 2017
Welcome to Vertigo Media, a provider of online communities for Kei Nishikori and his fans. The Vertigo Media run website at www.keisapp.com and related domains, mobile applications, and other services (collectively, the "Service") are operated by Vertigo Media, Inc., a North Carolina corporation ("the Company," “we,” or “us”). These terms of service (these “Terms”) govern your, or if you are an authorized representative of an organization, such organization’s, access to and use of the Service.
If you are under 13 years of age or otherwise required by applicable law to obtain parental permission to use any portion of the Service, you must have your parent or legal guardian's permission to use the Service. Please have him or her read these Terms with you.
NOTICE TO PARENTS AND LEGAL GUARDIANS: By granting your child permission to use the Service, you agree to the terms of these Terms on behalf of your child. You are responsible for monitoring and supervising your child's use of the Service. If your child is using the Service and is either under 13 years of age or does not have your permission, please contact us immediately so that we can disable his or her access.
Acceptance of Terms
By accessing or using the Service, you and any organization you are authorized to represent (collectively, the "User", “you”, or “your”) signify that you read, understood and agreed to be bound by these Terms, regardless of whether you are a registered member of the Service. If you do not accept these Terms, or any changes thereof, then do not use or continue to use the Service.
Changes to these Terms
We may make changes to these Terms from time to time. If we do this, we will notify you of the changed Terms and will indicate at the top of this page the date the Terms were last changed. You understand and agree that your continued use of the Service after we have made any such changes constitutes your acceptance of the new Terms.
Our Service may contain, and the Company reserves the right to post, additional terms and policies governing your access to and use of our Service and all such terms and policies are hereby incorporated by reference into these Terms.
At any time in its sole discretion, with or without notice, the Company may terminate your membership, delete your profile and any content or information that you have posted on or through the Service and/or prohibit you from using or accessing the Service (or any portion, aspect or feature of the Service) for no reason or any reason, including without limitation if the Company reasonably suspects that you violated any of these Terms or any other agreement between you and the Company.
At any time in your sole discretion, with or without notice, you may terminate your membership, delete your profile and any content or information that you have posted on or through the Service. Upon such termination, you may be eligible for a refund of a pro-rata portion of subscription fees paid to us. Please click here to see our refund policy for more detail.
Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You represent and warrant you are not located in a country embargoed by the United States or that has been designated by the United States government as a “terrorist-supporting” country, and that you are not a foreign person or entity blocked or denied by the United States government or otherwise listed on any United States government list of prohibited or restricted parties.
Registration Data and Account Security
In order to access certain portions and features of the Service, you are required to register as a member. In connection with such registration, you agree to (A) provide accurate, current and complete information about you as may be prompted by any registration forms on the Service ("Registration Data"); (B) maintain the security of your password and identification and not share them with any third party; (C) maintain and promptly update the Registration Data and any other information you provide to the Company, to keep them accurate, current, and complete; and (D) be fully responsible for all uses of your account and for any actions performed using your account, in each case by you or any other person.
You shall promptly pay us for any order of our products or services that you make on or through the Services. Please see our subscription page for more details on prices of our Service. Prices are subject to change at our sole discretion. All fees may be subject to taxes. Please click here to see our refund policy. By default, all subscriptions are set to automatically renew for the same period of time as the original subscription. You may decline to renew at any time prior to the commencement of a renewal subscription. The Company reserves the right to deny subscriptions, renewals, and other purchases for any reason.
Third Party Payment Processors
By submitting your credit card and other related information, you grant the Company the right to store, process, and submit your relevant information to a third party payment processor to facilitate the transfer of funds in connection with your account with us. You agree that the Company will not be responsible for any failures of the third party to adequately protect such information. The processing of payments will be subject to the terms, conditions and privacy policies of the third party payment provider in addition to these Terms. You acknowledge that we may change the third party payment processor and move your information to other payment processors.
Vertigo Media and other Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of the Company in the U.S. and/or other countries. Kei Nishikori and all related graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Kei Nishikori under license from Ronica Holdings Limited in the U.S. and/or other countries. The Company's trademarks and trade dress, as well as trademarks and trade dress belonging to Ronica Holdings Limited, may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company or Kei Nishikori, as applicable.
Except with respect to your own User Content (as defined below) and Third Party Content (as defined below), as between you and the Company, all intellectual property and other materials on or made available through the Service, including but not limited to designs, text, graphics, pictures, video, information, software, music, sound and other materials, and their selection and arrangement (the "Vertigo IP") are the proprietary property of the Company. Except as expressly permitted in these Terms, no Vertigo IP may be reverse engineered, decompiled, disassembled, modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, by you.
Provided that you are eligible for use of the Service and have agreed to these Terms, subject to third parties’ rights to Third Party Content and these Terms, we hereby grant you a limited, non-exclusive, revocable, non-transferable license (A) to use and access the portion of Service you are eligible to use and access based on your membership with the Company and (B) to access, view, and listen to the portion of the User Content you are eligible to access, view, and/or listen to based on such membership, in each case solely for your personal, non-commercial purposes. Except for your own User Content and sharing of links to other User Content using tools made available through the Service, you may not republish Vertigo IP on any internet, intranet or extranet site or incorporate the information in any other database or compilation. The foregoing limited license is subject to and conditioned upon your continuing agreement and compliance with these Terms. Any use of the Service or Vertigo IP other than as specifically authorized herein, without the prior written permission of the Company or the applicable Third Party Content owner, is strictly prohibited. Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable by us at any time without notice and with or without cause. All rights not expressly granted by the Company and Kei Nishikori are reserved.
User Content Posted on or through the Service
You are solely responsible for the designs, text, graphics, pictures, video, information, software, music, sound and other materials that are submitted through your account or you upload, publish or display (hereinafter, "post") on or through the Service, or transmit to or share with other Users (your "User Content" and collectively with User Contents of other Users, the “User Contents”). As used in these Terms, “Users” means anyone who accesses and/or uses the Service. You understand and agree that the Company may, but is not obligated to, review and delete or remove (without notice) any User Contents in its sole discretion, including without limitation, User Contents that in the sole judgment of the Company violate these Terms, might be offensive or illegal, or might violate the rights of, harm, or threaten the safety of, Users or others.
You hereby grant, and you represent and warrant that you have the right to grant, to the Company and Kei Nishikori an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense), through all media now known or hereafter created, to use, access, view, listen to, copy, modify, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), distribute, and archive your User Content for any purpose whatsover, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of any of the foregoing to eligible Users. You may remove your User Content from the Service at any time. The license granted above will survive the termination of these Terms and your removal of your User Content.
User Representations, Warranties, and Covenants
You represent, warrant and covenant to both the Company and Kei Nishikori that none of your User Content does or will (A) violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or (B) contain libelous, defamatory or otherwise unlawful material. You agree not to:
Links to Other Web Sites and Third Party Content
The Service contains (or you may be sent through the Service) links to other web sites ("Third Party Sites"), as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other content belonging to or originating from third parties, including User Contents posted by other Users (collectively, the "Third Party Content"). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Service or any Third Party Content posted on or through the Service, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of or linking to any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Service and access the Third Party Sites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Service.
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Service ("Submissions"), provided by you to the Company are non-confidential and shall become the sole property of the Company and Kei Nishikori. The Company and Kei Nishikori shall co-own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
If you believe that any material on or made available through the Service by any User other than yourself infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent as set forth below:
Name of Agent Designated to Receive Notification of Claimed Infringement: Customer Service
Full Address of Designated Agent to Which Notification Should be Sent: Vertigo Media, Inc. 14835 Ballantyne Village Way, Suite 225, Charlotte, NC 28277
E-Mail Address of Designated Agent: firstname.lastname@example.org
To meet the notice requirements under the Digital Millennium Copyright Act, the notification must be a written communication that includes the following:
Repeat Infringer Policy
In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, the Company has adopted a policy of terminating, in appropriate circumstances and at the Company's sole discretion, the memberships of members who are deemed to be repeat infringers. The Company may also at its sole discretion limit access to the Service and/or terminate the memberships of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
The Company and Kei Nishikori do not guarantee the accuracy of any Third Party Content. Although we provide rules for Users’ conduct and postings, we do not control and are not responsible for what Users post on or through the Service and are not responsible for any infringing, offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on or through the Service or in connection with any Third Party Content. The Company and Kei Nishikori are not responsible for the conduct, whether online or offline, of any Users. You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.
The Service may be temporarily unavailable from time to time for maintenance or other reasons. The Company and Kei Nishikori assume 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, User communications. The Company and Kei Nishikori are 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 email or players on account of technical problems or traffic congestion on the Internet or on the Service or combination thereof, including injury or damage to Users or to any other person's computer related to or resulting from participating or downloading materials in connection with the Service. Under no circumstances will the Company or Kei Nishikori be responsible for any loss or damage, including any loss or damage to any User Contents or personal injury or death, resulting from anyone's use of the Service, any User Contents or Third Party Content posted on or through the Service or transmitted to Users, or any interactions between Users, whether online or offline.
The Company and Kei Nishikori reserve the right to change any and all content contained in the Service offered at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by the Company or Kei Nishikori .
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SERVICES, WEBSITES, USER CONTENT, AND VERTIGO IP ON OR ACCESSIBLE FROM THE SERVICE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Limitation on Liability
EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT WILL THE COMPANY, Kei Nishikori OR THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, CONTRACTORS, PARTNERS OR EMPLOYEES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SERVICE OR ANY OF THE VERTIGO IP OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SERVICE, EVEN IF THE COMPANY AND/OR Kei Nishikori IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND Kei Nishikori '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 THE COMPANY FOR THE SERVICE DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING YOUR CLAIM. YOU ACKNOWLEDGE AND AGREE THAT IF NO AMOUNT IS PAID TO THE COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM THE COMPANY OR Kei Nishikori , REGARDLESS OF THE CAUSE OF ACTION.
Governing Law; Venue and Dispute Resolution
These Terms shall be governed and interpreted pursuant to the laws of the State of North Carolina, United States of America, notwithstanding any principles of conflicts of law.
All disputes arising out of or relating to these Terms shall be finally resolved by arbitration conducted in the English language in Los Angeles County, California, U.S.A. under the commercial arbitration rules of the American Arbitration Association. The parties hereto shall appoint as sole arbitrator a retired judge who presided in the State of North Carolina. The parties hereto shall bear equally the cost of the arbitration (except that the prevailing party shall be entitled to an award of reasonable attorneys' fees incurred in connection with the arbitration in such an amount as may be determined by the arbitrator). All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding the foregoing, we shall be entitled to seek injunctive relief, security, or other equitable remedies from federal and state courts located in the State of North Carolina or any other court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award punitive damages, including but not limited to federal or state statutes permitting multiple or punitive damage awards. Any purported award of punitive or multiple damages shall be beyond the arbitrator’s authority, void, and unenforceable.
You agree to indemnify, defend, and hold harmless the Company, Kei Nishikori, their subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with (A) your User Content, (B) any Third Party Content you post or share on or through the Service, (C) your use of the Service, (D) your conduct in connection with the Service or with other Users of the Service, (E) any violation of these Terms or of any law or the rights of any third party, or (F) any actions performed using your account.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company or Kei Nishikori without restriction. Any assignment contrary to this section shall be void.
Upon termination of these Terms or your access to the Service for any reason or no reason, you will continue to be bound by those provisions of these Terms which, by their nature, should survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnities, and limitations of liability.
Waiver and Severability
The failure of the Company or Kei Nishikori to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms is held invalid, the remainder of these Terms shall continue in full force and effect. 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.
If you have any questions about these Terms, please contact email@example.com.
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