PLEASE NOTE THAT YOUR USE OF AND ACCESS TO OUR WEBSITE IS SUBJECT TO THE FOLLOWING TERMS. IF YOU DO NOT AGREE TO ALL OF THE FOLLOWING TERMS, YOU MAY NOT USE OR ACCESS THE WEBSITE IN ANY MANNER.
Updated Date: August 18, 2021
We, Valtix, Inc., own and operate the website at www.valtix.com and affiliated websites (the “Website”). If you have any questions, comments, or concerns regarding these terms or the Website, please contact us at firstname.lastname@example.org, 650-420-6014, 2901 Tasman Drive #222, Santa Clara, CA 95054.
These Terms do not govern your use of the products and services that we offer from or in connection with the Website. Those are subject to their own terms, such as the Enterprise Terms at https://www.valtix.com/enterprise-terms/ that govern our customers’ access to and use of our commercial services.
Use of the Website
You may use the Website only for its intended purpose. Subject to these Terms, you may view, download and print the materials on this Website solely for your own personal, non-commercial use, provided that none of the content is modified and all legal legends are retained. You may not sublicense these rights. You may not “mirror” any content contained within this Website without our express prior written consent. We do not grant you any license to the intellectual property of Valtix or its licensors except as expressly stated in these Terms.
Changes to these Terms
These Terms may need to change along with the Website. We reserve the right to change the Terms at any time, but if we do, we will bring it to your attention by placing a notice on the Website or by some other means, such as sending you an email. If you don’t agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Website. If you use the Website in any way after a change to the Terms is effective, that means you agree to all of the changes.
The Children’s Online Privacy Protection Act (“COPPA”) requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13. We do not knowingly collect or solicit personally identifiable information from children under 13; if you are a child under 13, please do not attempt to submit information on the Website or send any personal information about yourself to us. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as possible. If you believe that a child under 13 may have provided us personal information, please contact us at email@example.com.
Your use of the Website must comply with all of these Terms, including the following restrictions:
You will only use the Website for your own internal, personal, non-commercial use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Website is prohibited by applicable laws, then you aren’t authorized to use the Website. We can’t and won’t be responsible for your using the Website in a way that breaks the law.
The materials displayed or performed or available on or through the Website, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Submissions (as that term is defined below), and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Website, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including Valtix’s) rights.
You understand that Valtix owns the Website. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit the Website.
The Website may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply – they do!
You represent, warrant, and agree that you will not contribute any Content or User Submission or otherwise use the Website or interact with the Website in a manner that:
- Infringes or violates the intellectual property rights or any other rights of anyone else (including Valtix);
- Violates any law or regulation, including any applicable export control laws;
- Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
- Jeopardizes the security of your Valtix account or anyone else’s (such as allowing someone else to log in to the as you);
- Attempts, in any manner, to obtain the password, account, or other security information from any other user;
- Violates the security of any computer network, or cracks any passwords or security encryption codes;
- Runs Maillist, Listserv, any form of auto-responder or “spam” on the Website, or any processes that run or are activated while you are not logged into the Website, or that otherwise interfere with the proper working of the Website (including by placing an unreasonable load on the Website’s infrastructure);
- “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Website or Content (through use of manual or automated means);
- Copies or stores any significant portion of the Content;
- Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Website.
A violation of any of the foregoing is grounds for termination of your right to use or access the Website.
Finally, you understand and agree that although we have no obligation to monitor the Content on the Website, it may choose to do so, and that we may take down, remove, or suspend any Content (including User Submissions) at any time, for any reason.
Anything you post, upload, share, store, or otherwise provide through the Website (“User Submissions”) will be treated as non-confidential and non-proprietary, despite any legends to the contrary, and may be used by Valtix for any purpose whatsoever. You grant us a license to display, perform, and distribute your User Submission for the purpose of making it accessible to all Website users, as well as all other rights necessary to use and exercise all rights in that User Submission in connection with the Website and/or otherwise in connection with Valtix’s business. Also, you grant all other users of the Website a license to access that User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Website.
In addition, if you provide us with any feedback, suggestions, improvements, enhancements, and/or feature requests (whether through a direct email or otherwise) (“Feedback”), then you grant Valtix a license to freely use, modify, copy, and distribute such Feedback for any purpose.
Finally, you understand and agree that Valtix, in performing the required technical steps to provide the Website to our users (including you), may need to make changes to your User Submissions to conform and adapt them to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
Who is responsible for what I see and do on the Website?
Any information or content publicly posted or privately transmitted through the Website is the sole responsibility of the person from whom such content originated. You access all such information and content at your own risk, and acknowledge and agree that Valtix is not liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for your having acquired or not acquired Content through the Website. We cannot guarantee the identity of any users with whom you interact in using the Website and are not responsible for which users gain access to the Website.
You are responsible for all Content you contribute, in any manner, to the Website, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Website.
Valtix has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third party websites or by any third party that you interact with through the Website. In addition, Valtix will not and cannot monitor, verify, censor or edit the content of any third party site or service. By using the Website, you release and hold us harmless from any and all liability arising from your use of any third party website or service.
Your interactions with organizations and/or individuals found on or through the Website, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Valtix shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between or among users on the Website, or between or among users and any third party, you agree that Valtix is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Valtix, its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Website. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which, if known by him or her must have materially affected his or her settlement with the debtor.”
What else do you need to know?
Warranty Disclaimer. Neither Valtix nor its licensors or suppliers makes any representations or warranties concerning any content contained in or accessed through the Website, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Website. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through the Website. Products and services purchased or offered (whether or not following such recommendations and suggestions) through the Website are provided “AS IS” and without any warranty of any kind from Valtix or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE WEBSITE AND CONTENT ARE PROVIDED BY VALTIX (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL VALTIX (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO VALTIX IN CONNECTION WITH THE WEBSITE IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. To the fullest extent allowed by applicable law, you agree to indemnify and hold Valtix, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Website (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
Assignment. You may not assign, delegate or transfer these Terms or your rights or obligations hereunder in any way (by operation of law or otherwise) without Valtix’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law; Venue. These Terms are governed by and will be construed under the laws of the State of California, without regard to the conflicts of laws provisions thereof. Any claims or disputes that are not subject to arbitration as set forth below will be brought exclusively in the state and/or federal courts located in San Francisco County, California.
Arbitration Agreement. The following section (up to and including subsection (d)) will be referred to as the “Arbitration Agreement”. PLEASE READ THE FOLLOWING ARBITRATION AGREEMENT CAREFULLY. IT REQUIRES YOU TO ARBITRATE DISPUTES AND CLAIMS WITH VALTIX AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM VALTIX.
- Arbitration Rules; Applicability of Arbitration Agreement. Any claim or dispute arising out of or relating to the Website, your relationship with Valtix and/or the subject matter of these Terms shall be finally settled by binding arbitration in San Francisco County, California. The arbitration will be conducted in the English language, in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, which arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. The existence and content of the dispute, the arbitral proceedings and any rulings or award shall be kept strictly confidential except that either party may disclose such information (i) to the extent that disclosure may be required of a party to fulfill a legal duty or right, (ii) to enforce or challenge an award in a bona fide legal proceeding as authorized herein, and/or (iii) to such party’s professional advisors, provided such advisors are bound by confidentiality obligations at least as restrictive as those set forth herein. In addition, Valtix may disclose such information to Valtix’s current and potential investors who have been advised of the confidential nature of such information. The arbitrator shall have the authority to award any and all available remedies, whether provisional or final, legal or equitable, including conservatory relief and injunctive relief. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction. This provision does not preclude the parties from seeking provisional remedies in aid of arbitration from a court of competent jurisdiction.
- Costs of Arbitration. The JAMS rules will govern payment of all arbitration fees. Valtix will pay all arbitration fees for claims less than $75,000. Valtix will not seek its attorneys’ fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.
- Waiver of Jury Trial. YOU AND VALTIX WAIVE ALL RIGHTS (WHETHER CONSTITUTIONAL, STATUTORY OR OTHERWISE) TO GO TO COURT AND CONDUCT A TRIAL IN FRONT OF A JUDGE OR JURY. You and VALTIX are instead choosing to have claims and disputes resolved by arbitration. To the extent you or Valtix seek to vacate or enforce an arbitration award or otherwise submit any dispute in a court of competent jurisdiction, YOU AND VALTIX WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have such dispute resolved by a judge.
- 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. CLAIMS OF MORE THAN ONE INDIVIDUAL OR ENTITY CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER INDIVIDUAL OR ENTITY.
Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Website, provided that the Valtix may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Valtix agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Valtix, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Valtix, and you do not have any authority of any kind to bind Valtix in any respect whatsoever. You and Valtix agree there are no third party beneficiaries intended under these Terms.