Terms of Service
Effective Date: January 20, 2018
Please read these Terms of Service (the “Agreement”) carefully before using the http://www.Valid Resource.com website and the Valid Resource mobile application (together, or individually, the “Services”) operated by ValidResource.com, Inc. (“Valid Resource”, “us”, “we”, or “our”). Your (“Customer,” “you”, or “your”) access to and use of the Services is conditioned upon your acceptance of and compliance with this Agreement. This Agreement applies to all visitors, users and others who wish to access or use the Services. By accessing or using the Services you agree to be bound by this Agreement. If you disagree with any part of this Agreement then you do not have permission to access the Services.
- “Activation Link” means the link through which Customer may sign up and make payment in order to receive Services. n
- “Customer Content” means content, data and information submitted to the Services by Customer or by a third party on behalf of or for the benefit of Customer, including Customer’s customers and prospective customers and visitors to Customer’s website(s).
- “Documentation” means Valid Resource’s then-current generally available documentation, specifications, user manuals, etc. for the Services, which can be located at www.ValidResource.com or such other URL as Valid Resource may provide from time to time, as well as any documentation included in or attached to any Order Form or such other Services-related documents provided to Customer.
- “Order Form” the document describing the Services and pricing purchased by Customer and which incorporates these Terms of Service.
- “Platform” means Valid Resource’s proprietary, enterprise-level messaging platform.
- “Personal Data” means any information relating to an identified or identifiable individual.
- “Sensitive Personal Information” means Personal Data subject to specialized security regimes, including without limitation the Health Insurance Portability and Accountability Act (“HIPAA”), and the standards promulgated by the PCI Security Standards Council (“PCI”).
- “Services” means Valid Resource’s products and/or services provided to Customer.
- “Subscription Term” means the term for the Services set forth in the applicable Order Form or Activation Link.
- “User” means an individual employee, consultant, contractor, or agent of Customer who has been authorized by Customer to use the Platform on behalf of Customer and its Affiliates.
General Commercial Terms
Valid Resource represents and warrants that the Services will be provided in a professional and workmanlike manner in accordance with industry standards.
Use and Limitations of Use:
Acceptable Use. You agree to comply with our Acceptable Use Policy.
Prohibited and Unauthorized Use:
You agree that you will not, directly or indirectly, (1) make the Services available to, or use the Services for the benefit of, anyone other than yourself or the Users using the Services on your behalf; (2) sell, resell, license, sublicense, distribute, rent, lease the Services, or include any Services in a service bureau or outsourcing offering; (3) use the Services to send SPAM or store or transmit infringing, libelous, or otherwise unlawful, or tortious content, material or data; (4) store or transmit material or data on or through the Services in violation of law or third-party rights, including without limitation privacy rights or any contract to which you are a party; (5) use the Services to store or transmit malicious or disruptive code; (6) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein; (7) attempt to gain unauthorized access to the Services or its related systems or networks; (8) permit direct or indirect access to or use of the Services in a way that circumvents a contractual usage limit; (9) copy the Services or any part, feature, function or user interface thereof; (10) frame or mirror any part of any Services, other than framing on your own internal intranets; (11) access or use the Services for benchmarking or similar competitive analysis purposes or in order to build a competitive product or service; (l12 modify, translate, or create derivative works based on the Services or any underlying software; (13) decompile, disassemble, decipher or reverse-engineer the Services, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, (except to the extent such restriction is expressly prohibited by applicable statutory law) or (14) breach Valid Resource’s Acceptable Use Policy. Valid Resource may suspend any User’s access to any or all subscription Services without notice in the event of a violation of this Section.
No Sensitive Information:
YOU AGREE NOT TO USE THE PLATFORM OR ANY SERVICES TO COLLECT, MANAGE OR PROCESS SENSITIVE PERSONAL INFORMATION. Valid Resource WILL NOT BE RESPONSIBLE FOR ANY LIABILITY RESULTING FROM YOUR USE OF THE PLATFORM OR ANY SERVICES TO COLLECT OR PROCESS SENSITIVE PERSONAL INFORMATION.
Subscription Term and Termination:
Term and Renewal. Your initial Subscription Term will be set forth in the Order Form or Activation Link. At the expiration of the initial period, the Subscription Term will automatically renew for additional periods of the same duration unless either party provides the other party with written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.
If either party materially breaches any of its duties or obligations under these Terms of Service or an Order Form, and such breach is not cured within thirty (30) calendar days of the non-breaching party providing the breaching party of written notice of the breach, the non-breaching party may terminate these Terms of Service or the applicable Order Form, as applicable.
Effect of Termination or Expiration:
All provisions of these Terms of Service, which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
General Legal Terms
Our Services allow you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Customer Content”). You are responsible for the Customer Content that you post on or through the Services, including its legality, reliability, and appropriateness. By posting Customer Content on or through the Services, you represent and warrant that: (a) the Customer Content you post on or through the Services is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms of Service, and (b) the posting of your Customer Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright or otherwise in violation of this section. We take no responsibility and assume no liability for Customer Content you or any third-party posts on or through the Services.
Valid Resource Proprietary Rights:
You acknowledge that we retain all right, title and interest in the Services, the Platform, our name, logo or other marks (the “Valid Resource Marks”), and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto. You agree that you will not use or register any mark, business name, domain name or social media account name or handle which incorporates in whole or in part the Valid Resource Marks. In addition, information provided by Valid Resource as part of provision of the Services is the property of Valid Resource or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use such information, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.
Customer Proprietary Rights. You own and retain all the rights to your Customer Content and you are responsible for protecting those rights. These Terms of Service do not grant us any ownership rights to Customer Content. You grant permission to us to use the Customer Content as necessary to provide the Services and as permitted by these Terms of Service. If you are using our Services on behalf of another party, then you represent and warrant that you have the sufficient and necessary rights and permissions to do so. Valid Resource may collect and use data regarding the use and performance of the Services in aggregated form, without use of any personal data, to analyze and improve the Services and optimize company operations.
Valid Resource will indemnify, defend, and hold you harmless against any claim made or brought by a third party, and any resulting damages or costs (including reasonable attorneys’ fees) awarded by a court or included as part of a final settlement (“Claim”), against you alleging that your use of the Services in accordance with these Terms of Service or any Order Form infringes or misappropriates such third party’s intellectual property rights. The foregoing obligations do not apply with respect to any Claim based on or arising from (a) unauthorized or illegal use of the Services, (b) your breach of these Terms of Service, (c) your use of the Services combined with products, services, processes, content or materials not supplied by Valid Resource, or (d) the unauthorized use of the Services by a third party using your user information. You will indemnify, defend and hold us harmless, at your expense, against any Claim brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party based upon or arising out of Customer Content or any of the foregoing clauses (a) – (d). The indemnified party will promptly: notify the indemnifying party in writing of any such Claim; give the indemnifying party sole control of the defense or settlement of such a Claim; and provide the indemnifying party with any and all information and assistance reasonably requested by it in connection with the defense or settlement of the Claim. The indemnifying party shall not accept any settlement that (i) requires the indemnified party to make an admission of fault or wrongdoing; or (ii) imposes liability not covered by these indemnification provisions without the indemnified party’s consent.
Each party acknowledges that as a result of the Services provided, such party (the “Receiving Party”) may receive information from the other party (the “Disclosing Party”) that is designated as Confidential Information communicated orally will be considered Confidential Information if the information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. (“Confidential Information”). Your Confidential Information includes, but is not limited to, internal business information, contact information including names and email addresses of clients and prospective clients, and other information about clients and prospective clients. Valid Resource’s Confidential Information includes, but is not limited to, information Valid Resource provides in its provision of the Services, its business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by Valid Resource. The Receiving Party acknowledges that the Disclosing Party’s Confidential Information will remain solely the Disclosing Party’s property and proprietary information of the Disclosing Party and that the Receiving Party’s knowledge of the Disclosing Party’s Confidential Information may enable the Receiving Party to cause the Disclosing Party’s irreparable harm upon the unauthorized disclosure of such matters. The Receiving Party covenants and agrees that it will not use or appropriate for its own behalf, or disclose or communicate, directly or indirectly, any of the Disclosing Party’s Confidential Information to any external third-party individual, firm, company or other entity or person without the Disclosing Party’s prior written consent, except to the extent necessary to perform its obligations under the Agreement.
The Receiving Party shall take all commercially reasonable steps required to protect the Disclosing Party’s Confidential Information from unauthorized disclosure to any third party and shall keep the Confidential Information protected while stored with industry standard and commercially reasonable measures typically used in similar commercial sectors.
The foregoing obligations of confidentiality do not apply to any information that: (a) is made publicly known without fault of the Receiving Party; (b) is lawfully disclosed to the Receiving Party by a third-party having the right to disclose the information; (c) is produced by the Receiving Party pursuant to legal process, or under a court or government agency order to be produced, provided that the Receiving Party shall promptly notify the Disclosing Party of the request or order so that the Disclosing Party has a timely opportunity to seek a protective order or other appropriate relief; or (d) is developed by the Receiving Party independently of the receipt of the Disclosing Party’s Confidential Information.
The Receiving Party shall, at the Disclosing Party’s option, return or destroy all Confidential Information in Receiving Party’s possession, and all copies thereof, at any time upon the Disclosing Party’s request.
Publicity. You grant us the right to add your name and company logo to our customer list and website.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS”. FURTHER, EXCEPT AS PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. Valid Resource MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING (A) THE SUITABILITY OR COMPLETENESS OF THE SERVICES, (B) THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SERVICES, OR (C) THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS.
Limitation of Liability:
EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES AND INDEMNIFICATION OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY WILL BE LIMITED TO THE THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID TO Valid Resource IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM. Valid Resource IS NOT RESPONSIBLE FOR AND EXPRESSLY DISCLAIMS ANY LIABILITY WITH RESPECT TO ALL THIRD-PARTY PRODUCTS THAT YOU USE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES. THIS SECTION DOES NOT APPLY TO A PARTY’S VIOLATION OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS.
Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility or sabotage; act of God; electrical, internet or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
Relationship of the Parties:
The parties understand and agree that no joint venture, partnership, employment or agency relationship exists between us.
Compliance with Laws. We will comply with all applicable laws in our provision of the Services and in our processing of Customer Content. You will comply with all applicable laws in your use of the Services, including the collection and compilation of any Personal Data collected or submitted to the Services.
No delay in exercising any right or remedy or failure to object will be considered a waiver of such right or remedy, or of any other right or remedy. A waiver on one occasion shall not be a waiver of any right or remedy on any future occasion.
If any part of these Terms of Service or of an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Service will continue in effect.
Notices. Notice to Valid Resource will be sent to the contact address set forth herein and will be deemed delivered as of the date the notice is actually received. We will send you notices at the address you have provided in your Valid Resource subscription account information. We may give electronic notices by general notice via the Services or may give electronic notices specific to you by email to your email address(es) on record in our account information for you. You must keep all of your account information current.
These Terms of Service (together with any Order Forms and Activation Links) constitute the entire agreement between us regarding our Services and supersedes and replaces any prior agreements we might have had between us regarding the Services.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign these Terms of Service (including all Order Forms and Activation Links), upon providing written notice to the other party, but without the other party’s consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its stock or assets.
No Third-Party Beneficiaries:
No person or entity not a party to the Agreement will be a third-party beneficiary.
Each party represents and warrants that (a) it has full corporate power and authority, and has obtained all corporate approvals, permissions and consents necessary, to enter into these Terms of Service and to perform its obligations hereunder; (b) these Terms of Service are legally binding upon it and enforceable in accordance with its terms; and (c) the execution, delivery and performance of these Terms of Service do not and will not conflict with any agreement, instrument, judgment or understanding, oral or written, to which it is a party or by which it may be bound.
In the event of a conflict of terms between these Terms of Service and any Order Form, the Order Form will control.
Governing law. These Terms of Service shall be governed and construed in accordance with the laws of the Commonwealth of Massachusetts, United States, without regard to its conflict of law provisions.
Changes. We reserve the right, at our sole discretion, to modify or replace these Terms of Service at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. By continuing to access or use our Services after any revisions become effective, you agree to be bound by the revised Terms of Service. If you do not agree to the new Terms of Service, you are no longer authorized to use the Services.