VCE Solution Exchange Terms of Service

Last updated on November 10, 2014.

Thank you for using the VCE Solution Exchange (the “Service”). By accessing or using the Service, you accept and agree to be bound by the following terms and conditions (the "Terms"). These Terms are in effect between you and VCE COMPANY, LLC (“VCE”) as of the date you accept these Terms. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.

1. Changes to the Terms of Service

VCE may update or change these Terms from time to time in its sole discretion. VCE recommends that you review these Terms on a regular basis. You understand and agree that your continued use of the Service after these Terms have changed constitutes your acceptance of these Terms as revised.

2. Use of the Service

2.1 Permission to Use the Service. VCE grants you permission to use the Service subject to these Terms.

2.2 User Accounts . You must create an individual user account (a “User Account”) and provide certain information about yourself to access certain features of the Service. User Accounts are for designated users and cannot be shared or used by more than one user. You agree that you are responsible for keeping your password confidential and secure, and you further understand that you are solely responsible and liable for any and all activities that occur under your User Account and any harm that such activities may cause to the Service. You agree to notify us immediately of any unauthorized use of your User Account. VCE reserves the right to close your User Account at any time for any or no reason.

2.3 Changing the Service. VCE reserves the right to modify, suspend or discontinue the Service (or any part thereof), either temporarily or permanently, at any time with or without prior notice to you. You agree that VCE shall not be liable to you or any third party for any modification, suspension or discontinuation of the Service. You acknowledge that VCE has no express or implied obligation to provide or continue to provide the Service, or any part thereof, now or in the future.

2.4 Prohibited Uses of Service. You agree that you are responsible for your own conduct and content while using the Service and for any consequences thereof. You agree to use the Service only for purposes that are legal, proper and in accordance with these Terms and any applicable policies or guidelines. By way of example, and without limiting the foregoing, you agree that you will not, and will not encourage, assist or permit others to use the Service to:

(a) defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others;

(b) write a fake or defamatory review, trade reviews with others, or compensate another person or entity, or be compensated by another person or entity, to write or remove a review ;

(c) upload, post, email or transmit or otherwise make available through any of the features of the Service any content that is inappropriate, offensive, profane, vulgar, false, obscene, explicit, disparaging, defamatory, infringing, or unlawful, or that VCE deems, in its sole discretion, to be otherwise objectionable;

(d) upload, post, email or transmit or otherwise make available any content that violates any third party’s rights, including: (i) any breach of confidence, (ii) infringement of patent, trademark, copyright, trade secret, right of publicity or other proprietary right, and (iii) violation of privacy rights;

(e) remove any copyright, trademark or other proprietary rights notices contained in or on the Service;

(f) upload, post, email or transmit or otherwise make available messages that promote pyramid schemes, chain letters or disruptive commercial messages or advertisements, or anything else prohibited by applicable law, these Terms, or any applicable policies or guidelines;

(g) impersonate another person or entity, misrepresent your affiliation with a person or entity;

(h) falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of materials;

(i) restrict or inhibit any other user from using and enjoying the Service;

(j) frame, mirror or reformat any portion of the Service;

(k) use any application or other automated device, process or means to engage in unauthorized retrieval, scraping, compilation or indexing of any portion of the Service or content provided therein;

(l) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

(m) create user accounts by automated means or under false or fraudulent pretenses;

(n) engage in, promote or provide instructional information about activities which are illegal or which promote physical harm or injury against any group or individual;

(o) transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature;

(p) Remove, circumvent, disable, damage, defeat or otherwise interfere with any access control or security-related features of the Service that enforce limitations on use of the Service or content provided therein.

2.5 Local Laws. If you are located outside of the United States, you further agree to comply with any and all applicable local laws regarding online conduct and acceptable content.

2.6 Violation of These Terms by Other Users. While VCE encourages you to notify VCE if you believe another user of the Service has violated these Terms, VCE reserves the right to investigate and take appropriate action at its sole discretion. VCE is under no obligation to enforce these Terms on your behalf against another user.

3. Content

3.1 Responsibility for Your Content. You are responsible for any ratings, reviews, comments and all other forms of data or communication that you submit or transmit to, through or in connection with the Service for publication (“Your Content”). Once published, Your Content cannot always be withdrawn. You assume all risks associated with Your Content, including any other party’s reliance on its quality, accuracy or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use and authorize the use of, Your Content as described herein. You may not state or imply that Your Content is in any way sponsored or endorsed by VCE.

3.2 VCE’s Right to Use Your Content. VCE may use Your Content in a number of different ways including, but not limited to, publicly displaying it, reformatting it, incorporating it into other works, creating derivative works from it and distributing it. When you provide Your Content, you grant VCE a non-exclusive, worldwide, royalty-free, perpetual, irrevocable and fully sublicenseable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute and display Your Content in any form, media or technology. You hereby waive any moral rights that you may have in Your Content.

3.3 User Content. Ratings, reviews, comments and all other forms of data or communication submitted or transmitted to, through or in connection with the Service for publication by other users (“User Content”) do not necessarily reflect the views or opinions of VCE, and VCE takes no responsibility for User Content.

3.4 Removal of Content. VCE reserves the right to remove, screen, edit or reinstate Your Content and User Content from time to time in its sole discretion and without notice. VCE has no obligation to retain or provide you with copies of Your Content or any User Content.

4. Ownership

4.1 Your Content. As between you and VCE, you own all right, title and interest in and to all of Your Content. You will be solely responsible for the accuracy, quality, integrity and legality of Your Content and of the means by which you acquire Your Content.

4.2 VCE Content and the Service. VCE and its licensors own all right, title and interest in and to the data, communications and other content published by VCE through or in connection with the Service (“VCE Content”) as well as all other elements and components of the Service including, but not limited to, features, graphics, design, compilation, software and aggregate user review ratings. Subject to the limited rights expressly granted under these Terms, VCE and its licensors reserve all right, title and interest in and to the VCE Content and the Service, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.

5. Privacy Policy

Information shared through this Service with VCE, its partners and other users of the Service is subject to the VCE Privacy Statement available at http://www.VCE.com/privacy .You represent that you have read and that you understand the VCE Privacy Statement.

6. Feedback

As part of using the Service, you may have the option to submit comments, suggestions and other feedback regarding the Service (“Feedback”). VCE may want to use Feedback to improve or enhance the Service. By submitting Feedback, you grant VCE a worldwide, non-exclusive, royalty-free, transferable, sublicenseable, irrevocable and perpetual license to use, modify, publish and distribute such Feedback as well as to make, have made, distribute, sell, offer for sale, display, perform, create and otherwise exploit products and services that embody such Feedback for any purpose without restriction.

7. Third Party Sites

The Service may include links to third party websites which are provided solely for your convenience. VCE does not endorse or make any representations about such third party websites. You agree that VCE is not responsible for the availability or content of third party websites.

8. Indemnity

You agree to indemnify, defend and hold harmless VCE and its subsidiaries, affiliates, officers, employees, agents and representatives from and against any and all claims, demands, suits, actions, liabilities, damages, losses, costs, expenses and fees (including reasonable attorneys’ fees) that such parties may incur arising from or in any way related to your use of the Service or violation of these Terms. VCE will provide you with written notice of such claim, suit or action. VCE reserves the right to assume the exclusive defense and control of any matter for which you are required to indemnify VCE, and in such case, you agree to cooperate with VCE’s defense of such claim. In no event may you agree to any settlement affecting VCE without VCE’s written consent.

9. Disclaimers; Limitation of Liability

9.1 Disclaimers. VCE PROVIDES THE SERVICE TO YOU ON AN “AS-IS” AND “AS AVAILABLE” BASIS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

a. VCE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. VCE MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, OR (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

b. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

c. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VCE OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

9.2 Limitation of Liability. YOU UNDERSTAND AND AGREE THAT VCE SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF VCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

9.3 Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS SECTION 9 MAY NOT APPLY TO YOU.

10. Term and Termination.

10.1 Term and Termination. These Terms are effective on the date on which you agree to these Terms and shall continue in force until VCE terminates the Service.

10.2 Survival. Sections 3, 4, 5, 6, 7, 8, 9, 10, 11 and 12 of these Terms shall survive any termination of your access to the Service, whether such access is terminated by VCE or you voluntarily discontinue your use.

11. Choice of Law, Venue and Jurisdiction

These Terms as well as any claim, cause of action or dispute that might arise between you and VCE arising from or related to your use of the Service shall be governed by the laws of the State of Texas without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Dallas, Texas.

12. General

12.1 Waiver and Severability of Terms. The failure of VCE to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that: (a) the court should endeavor to give effect to the parties' intentions as reflected in the provision, and (b) the other provisions of these Terms remain in full force and effect.

12.2 Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Diversion contrary to U.S. law is prohibited. Without limiting the foregoing, you represent, warrant and covenant that (1) you are not, and are not acting on behalf of, (a) any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which the United States has prohibited export transactions; or (b) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; and (2) you will not use the Service for, and will not permit the Service to be used for, any purposes prohibited by law, including, without limitation, for any prohibited development, design, manufacture or production of missiles or nuclear, chemical or biological weapons.

12.3 Relationship of the Parties. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between VCE and you.

12.4 Limitations Period. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

12.5 Headings. The section headings in these Terms are for convenience only and have no legal or contractual effect.

12.6 No Third Party Beneficiaries. Nothing in these Terms is intended, nor will be deemed, to confer rights or remedies upon any third parties.

12.7 Entire Agreement. These Terms and the documents referenced herein constitute the entire agreement between you and VCE and govern your use of the Service, superseding any prior agreements between you and VCE pertaining to this Service.