Terms of Service
Volunteer Groups Alliance, Inc. ("VGA," "we," or "us") provides the VGA site available at http://www.volunteergroupsalliance.org/ ("Site"), dashboards available at https://dashboard.volunteergroupsalliance.org/ ("Dashboards"), and associated mobile applications ("Apps"). The Site, Dashboards and Apps offer the services, including but not limited to the Volunteer Opportunity content service and various syndication services, and other information and services related thereto (collectively, the "Services") to our users, whether they be organizations, volunteers, readers of our newsletters, alerts, and/or blog, registered VGA Users, or other visitors to the Site. "You" means the individual person entering the Terms on his or her own behalf; or, if the Terms is being entered on behalf of an organization, such as an employer, "you" means the organization on whose behalf which this Agreement is entered, and in the latter case, the person entering this Agreement represents and warrants that he or she has the authority to do so on your behalf.
These VGA Terms of Service and Use set forth the legally binding terms of your access to and use of the Site, Apps, and Services (the "Terms").
Please read the Terms carefully. You understand and agree that these terms set forth the legally binding terms and conditions for your use of the Site, Apps, and Services, and the Site, Dashboards, Apps, and Services are made available and provided to you under these Terms. By visiting, using or accessing Site, Dashboards, Apps, and/or the Services, you agree to comply with and be bound by the Terms. If you do not agree with these Terms, you should leave the Site and discontinue use of the Site, Dashboards, Apps, and Services immediately. If you wish to register as a VGA User to make use of the Services reserved for members, you must read these Terms and indicate your acceptance during the registration process. Note, however, that these Terms apply to your access to and use of the Site, Apps, and Services regardless of whether you register an account as a VGA User. We reserve the right to terminate your use or access to the Services at any time for any reason, including, without limitation, if we learn that you have provided false or misleading information or have violated the Terms.
LICENSE TO USE THE SERVICES
Subject to the terms set forth in this Agreement, VGA grants you a limited, non-exclusive, non-transferable license to use the Services for your internal use and not for resale or further distribution. Your right to use the Services is limited by all terms and conditions set forth in this Agreement. Except for this license granted to you, VGA and its licensors retain all right, title and interest in and to the Services, including all related intellectual property rights. The Services are protected by applicable intellectual property laws, including United States copyright law and international treaties. Services shall constitute the online, web-based applications ordered by you through an Order Form and provided by VGA via http://www.volunteergroupsalliance.org or other designated websites or IP addresses as communicated to you by VGA. An "Order Form" shall mean either (a) a document signed by both parties identifying the Services purchased by you and made available by VGA pursuant to this Agreement or (b) your selection and acceptance of a specific pricing tier via the online purchasing process at http://www.volunteergroupsalliance.org.
Except as otherwise explicitly provided in this Agreement or as may be expressly permitted by applicable law, you will not, and will not permit or authorize any third party to: (i) reproduce, modify, translate, enhance, decompile, disassemble, reverse engineer or create derivative works of any of the Services; (ii) rent, lease or sublicense access to any of the Services; or (iii) circumvent or disable any security or technological features or measures of the Services.
The pricing tiers for the Services can be found at http://volunteergroupsalliance.org/become-a-member/. Fees paid hereunder are non-refundable. Unless otherwise set forth in an Order Form, fees for the first month of the Services are prorated based on the calendar days remaining in the particular month at the pricing tier you selected provided that in the event your usage of the Services exceeds the pricing tier you selected, fees are adjusted as follows: for the previous month, VGA will charge the lower of any overage cost for usage in excess of the pricing tier you selected versus the retroactive upgrade cost to the next higher tier. The subsequent month is charged at the then-current pricing tier.
Unless a subscription term of a longer duration is indicated in the applicable Order Form (a "Subscription Term"), the Services will automatically renew on a monthly basis unless and until you terminate the Services by providing written notice to VGA (email is acceptable) or selecting the cancellation option on the Dashboards, and such termination will be effective as of the last day of the calendar month during which such termination notice is received. Any Subscription Term specified in an Order Form will automatically renew for additional terms of twelve months each unless and until either party provides the other with written notice of termination at least thirty (30) days in advance of the last day of the then-current Subscription Term.
Unless otherwise specified in the applicable Order Form, fees due hereunder will be billed to your credit card and you authorize the card issuer to pay all such amounts and authorizes VGA (or its billing agent) to charge the credit card account until you or VGA cancels or terminates the Services; provided that if payment is not received from the credit card issuer, you agree to pay all amounts due upon demand. You must provide current, complete and accurate billing and credit card information. You agree to pay all costs of collection, including attorney's fees and costs, on any outstanding balance. In certain instances, the issuer of the credit card may charge a foreign transaction fee or related charges, which you shall be responsible to pay.
You will be responsible for payment of any applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges (other than taxes based on VGA’s income), and any related penalties and interest for the grant of access rights hereunder, or the delivery of related services. You will make all required payments to VGA free and clear of, and without reduction for, any withholding taxes. Any such taxes imposed on payments to VGA will be your sole responsibility, and you will, upon VGA’s request, provide VGA with official receipts issued by appropriate taxing authorities, or such other evidence as VGA may reasonably request, to establish that such taxes have been paid.
ACCESS TO THE SERVICES
VGA does not provide the equipment required to access the Services. You are responsible for all fees charged by third parties related to your access and use of the Services (e.g., charges by Internet service providers).
VGA reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Services without notice. VGA will not be liable to You or to any third party for any modification, suspension, or discontinuance of all or any portion of the Services.
RESTRICTIONS
You must comply with all applicable laws when using the Services. Except as may be expressly permitted by applicable law, or as VGA may authorize expressly in writing, you will not, and will not permit anyone else to: (i) store, copy, modify, distribute, or resell any of the information; audio, visual, and audiovisual works, or other content made available on the Services, or compile or collect any such content as part of a database or other work; (ii) use any automated tool (e.g., robots, spiders) to access or use the Services; (iii) rent, lease, or sublicense Customer’s access to the Services to another person; (iv) use any Services for any purpose except for your own internal use; (v) circumvent or disable any digital rights management, usage rules, or other security features of the Services; (vi) use the Services in a manner that overburdens, or that threatens the integrity, performance, or availability of, the Services; or (vii) remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on any portion of the Services.
VGA ACCOUNT
Registering. Depending on what Services you desire to receive, you may need to register and become a VGA User. You will find registration instructions on the Site.
Eligibility. By registering as a VGA member, you represent that: (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Services does not violate any applicable law or regulation. Your member profile may be deleted or suspended without warning if we have reason to believe that you do not meet eligibility requirements.
Email Address and Password. If you sign up to become a VGA member either to post volunteer opportunities or to search volunteer opportunities, you will also be asked to choose an email address and password for your VGA profile. You are solely responsible for maintaining the confidentiality of your password and all use of your VGA email address, password, and profile. You agree not to use the VGA profile, email address, or password of another VGA User at any time unless expressly authorized by such VGA User. You agree to notify us immediately if you suspect any unauthorized use of your VGA profile or access to your password.
Fees. If you are posting volunteer opportunities on the Site, you acknowledge that we reserve the right to charge for the Services and to change the fees from time to time in our discretion, upon notice to you at the then-current e-mail address stored in your VGA profile. Upon using the Services to post volunteer opportunities, you will be responsible for the payment of any applicable fees, and shall pay such fees to us.
Term. This Agreement shall remain in full force and effect while you use the Site, Dashboards, Apps, and/or Services, or are a VGA User. You may terminate your VGA account at any time, for any reason, by sending an email to volunteergroupsalliance@gmail.com. We may terminate or suspend your account for any reason in our sole discretion, effective immediately upon sending notice to you at the primary e-mail address you have stored in your VGA profile. Access to the Site, Apps, and Services is made available for your personal, internal, non-commercial use. You may not frame the Site or Services, or make available, or facilitate distribution of the Site, Dashboards, Apps, Services, or Content (as defined below) through any means or medium unless otherwise expressly approved in writing by VGA.
YOUR RESPONSIBILITIES
You must not use the Site, Dashboards, Apps, or Services to: (a) violate any local, state, national or international law or regulation; (b) violate any third-party right, including any intellectual property or privacy right; (c) stalk, harass, threaten, or harm another individual; (d) collect or store personal data about other users without their express consent; (e) impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity (including a non-profit organization or VGA); or (f) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services, through the use of automated software or otherwise. You must not reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Content, Site, or Services, use of the Content, Site, Dashboards, Apps, or Services, or access to the Content, Site, Dashboards, Apps, or Services. You may not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site, Apps, Dashboards, or Services or access the Site, Dashboards, Apps, or Services in order to build a similar or competitive service. You may not introduce software or automated agents to the Site, Dashboards, Apps, or Services so as to produce multiple accounts, generate automated searches, requests, and/or queries, or to strip, scrape, or mine data from the Site, Apps, or Services. Without our prior written consent, you may not (a) allow, enable, or otherwise support the transmission of mass unsolicited, commercial advertising or solicitations via e-mail (spam); (b) use any high volume, automated, or electronic means (including without limitation robots, spiders, scripts or other automatic device) to access the Services or monitor or copy our web pages or the content contained thereon; or (c) frame the Site, place pop-up windows over its pages, or otherwise affect the display of its pages. All information that you provide to us will be true, accurate and current.
MODIFICATIONS TO TERMS
We may change the Terms or the VGA Privacy Policy, from time to time. We will notify you of any such changes via e-mail or by posting notice to the Site and/or Apps. You agree that such amended Terms will be effective 30 days after the notice is sent to you or posted on the Site, Dashboards and/or Apps, and your continued access to the Site, Dashboards or Apps or use of the Services after that time shall constitute your acceptance of the amended Agreement. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. These changes will be effective immediately for new users of our Site, Dashboards, Apps, or Services. If you object to any such changes, your sole and exclusive remedy shall be to terminate your membership by sending an email to volunteergroupsalliance@gmail.com. In addition, certain areas of the Services may be subject to additional terms of use. By using such areas, or any part thereof, you agree to be bound by the additional terms of use applicable to such areas. In the event that any of the additional terms of use governing such areas conflict with these Terms, these Terms shall control. Any future release, update, or other addition to functionality of the Site, Dashboards, Apps, or Services shall be subject to these Terms.
SYNDICATION SERVICES
Some of the Services offered via the Site, Dashboards and/or Apps involve the distribution or syndication of VGA Content via downloadable widgets, client applications, RSS, or other technologies that allow the distribution or syndication of content authorized by VGA ("Syndication Services"). Some of the Syndication Services may be subject to separate or additional terms and conditions ("Additional Terms"). In the event that no Additional Terms apply to particular Syndication Services which you receive, the terms of this Section 4 apply to your use of the Syndication Services. VGA grants you a non-exclusive, non-transferable, revocable, limited, non-sublicensable license to (i) access and use the Syndication Services, (ii) download and install any software provided by VGA to you that is required to use the Syndication Services as contemplated by VGA ("Code"), and (iii) view the Content that VGA delivers to you via the Syndication Services, in each of the foregoing cases, solely for your personal, internal, non-commercial use of viewing or making available for viewing Content on a website owned or controlled by you. All rights not expressly granted by VGA to you are reserved.
You acknowledge that the Code and its structure, organization and source code may constitute valuable trade secrets of VGA and its suppliers. Except as expressly allowed under Section 5 or otherwise in writing by VGA, you must not (a) modify, adapt, alter, translate, or create derivative works from the Code or the Content; or (b) sublicense, distribute, sell, use for service bureau use, lease, rent, loan or otherwise transfer the Code or Content to any third party.
MODIFICATIONS TO SERVICES
We reserve the right to modify or discontinue the Site, Dashboards, Apps, or Services with or without notice to you. We shall not be liable to you or any third party should we exercise our right to modify or discontinue the Site, Dashboards, Apps, or Services. If you object to any such changes, your sole recourse shall be to cease using the Site, Dashboards, Apps, and/or Services. Continued use of the Site, Dashboards, Apps, and/or Services following notice of any such changes shall indicate your acknowledgement of such changes and satisfaction with the Site, Dashboards, Apps, and/or Services as so modified.
PRIVACY
The collection, use, and disclosure of your personal information is described in our Privacy Policy available at http://volunteergroupsalliance.org/privacy-policy/.
THIRD PARTY CONTENT AND MONITORING
We are a distributor and publisher of content supplied by users of the Services and by other third parties ("Content"). Accordingly, we have no editorial control over such Content. Any services, offers, or other information expressed or made available by third parties as part of the Content, including information provided by other users of the Services, are those of the respective author(s) or distributor(s) of that information and not of us. We neither endorse nor are responsible for the accuracy or reliability of any Content, or opinion, advice, information, or statement made on the Services by anyone. We have the right, but not the obligation, to monitor and review the Content on the Services and your account to determine compliance with these Terms and any other operating rules established by us, to satisfy any law, regulation or authorized government request, or for other purposes. You understand and acknowledge that we do not monitor Content for accuracy or reliability.
YOUR CONTENT; LICENSE; REPRESENTATION AND WARRANTY
You are solely responsible for any information, comments, feedback, data, materials, photos or other content of any type or description that you provide or make available to us through or to the Site, Dashboards, Apps, or Services, including any data entry forms found through the Site ("Your Content"), and we act as a passive conduit for the distribution and publication of Your Content. However, we reserve the right to remove Your Content if we believe Your Content violates these Terms or may otherwise create liability for us. You represent and warrant that Your Content (a) does not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) does not violate any law, statute, ordinance or regulation, including without limitation the laws and regulations governing export control; (c) is not defamatory or trade libelous; (d) is not pornographic or obscene; (e) does not violate any laws regarding unfair competition, anti-discrimination or false advertising; and (f) does not contain viruses, trojan horses, worms, time bombs, cancelbots, spyware, or other similar harmful or deleterious programming routines. You hereby grant to us a worldwide, perpetual, irrevocable and royalty-free license, sublicensable through multiple tiers of sublicensees, to use, reproduce, modify, distribute, display, perform, and create derivative works from Your Content in any media or through any means now known or not currently known for the purposes of providing and maintaining the Services. You acknowledge that some of Your Content will be publicly available for other users of the Site, Dashboards, Apps, or Services to view and use, such as feedback, photos, and comments. You acknowledge and agree that you are solely responsible for Your Content.
Without limiting the foregoing, if you believe that your work has been copied and posted on the Site, Dashboards, Apps, or Services in a way that constitutes copyright infringement, please provide our Designated Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed and an identification of the material on the Site, Apps, or Services that you claim is infringing; (iii) a description of where the material that you claim is infringing is located on the Site, Dashboards, Apps, or Services; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. In connection with our Site, Apps, and Services, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Services who are repeat infringers of intellectual property rights.
INTELLECTUAL PROPERTY
You acknowledge that VGA and its suppliers owns all right, title and interest in and to the Services, including without limitation, the Site, Dashboards, Apps, and Content (excluding Your Content), and all underlying software and technology, including without limitation all Intellectual Property Rights. The provision of the Site, Apps, and Services does not transfer to you or any third party any rights, title, or interest in or to such Intellectual Property Rights. VGA and its suppliers reserve all rights not granted in these Terms. If you provide VGA with any feedback or suggestions regarding the Site, Dashboards, Apps, or Services ("Feedback"), you hereby grant VGA an unlimited, worldwide, royalty-free, and irrevocable license to use, distribute, creative derivative works of, or otherwise exploit such Feedback in any manner. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide.
RESPONSIBILITY FOR DEALINGS WITH THIRD PARTIES
If you are using the Services to find volunteer opportunities ("Volunteer Opportunities"), your correspondence and/or ensuing relationship with nonprofit and public service organizations, volunteers, partners, advertisers, sponsors or other third parties found on or through the Services ("Organization"), including posting or acceptance of volunteer opportunities, and any other terms or conditions associated with such dealings, are solely between you and the Organization you choose to deal with. YOU AGREE THAT VGA WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS, COST, DAMAGE, OR OTHER LIABILITY OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS, OR AS THE RESULT OF THE PRESENCE OF SUCH PARTIES ON THE SERVICES AND YOU HEREBY IRREVOCABLY WAIVE ANY CLAIMS AGAINST VGA ARISING FROM OR RELATED TO YOUR RELATIONSHIP WITH AN ORGANIZATION.
If you are using the Services to find volunteers to fill volunteer opportunities, your correspondence or ensuing relationship with the volunteers found on or through the Services, including posting volunteer opportunities, and any other terms or conditions associates with such dealings, are solely between you and the volunteer. YOU AGREE THAT VGA WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS, COST, DAMAGE, OR OTHER LIABILITY OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS, OR AS THE RESULT OF THE PRESENCE OF SUCH PARTIES ON THE SERVICES AND YOU HEREBY IRREVOCABLY WAIVE ANY CLAIMS AGAINST VGA ARISING FROM OR RELATED TO YOUR RELATIONSHIP WITH A VOLUNTEER.
Release. You hereby release us, our officers, employees, agents and successors from claims, demands any and all losses, damages, rights, claims, and actions of any kind including, without limitation, personal injuries, death, and property damage, that is either directly or indirectly related to or arises from (i) any interactions with other VGA users (including volunteer opportunities), or (ii) your participation in any volunteer activities or activities arising from or related to your use of the Services.
If you are a California resident, you hereby waive California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
LINKS
Our provision of a link to any other site or location is for your convenience and does not signify our endorsement of such other site or location or its contents. We have no control over, do not review, and cannot be responsible for, these outside sites or their content. We encourage you to review the terms of use and privacy policies for any such third party links you visit on the Site, Dashboards, App, or Services. WE WILL NOT BE LIABLE FOR ANY INFORMATION, SOFTWARE, OR LINKS FOUND AT ANY OTHER WEBSITE, INTERNET LOCATION, OR SOURCE OF INFORMATION, OR FOR YOUR USE OF SUCH INFORMATION.
TERMINATION
You agree that we, in our sole discretion, may terminate your VGA membership or other use of the Site, Dashboards, Apps, or Services without prior notice, and remove and discard Your Content from the Services, for any reason and without prior notice, including, without limitation, if we believe that you have violated or acted inconsistently with the letter or spirit of the Terms. FURTHER, YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SERVICES. You may discontinue your participation in and access to the Services at any time by emailing volunteergroupsalliance@gmail.com.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY AGREE THAT USE OF THE SITE, DASHBOARDS, APPS, AND SERVICES IS AT YOUR SOLE RISK. THE SERVICES, APPS, DASHBOARDS, AND SITE ARE ALL PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. VGA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. VGA MAKES NO WARRANTY THAT THE SERVICES, APPS, DASHBOARDS, OR SITE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES, APPS, DASHBOARDS, OR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DOES VGA MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, APPS, DASHBOARDS OR SITE OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES, APPS, DASHBOARDS, OR SITE, OR THAT DEFECTS IN THE SERVICES, APPS, DASHBOARDS, OR SITE WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES, APPS, DASHBOARDS, OR SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SERVICES OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR INFORMATION. VGA MAKES NO WARRANTY REGARDING ANY DEALINGS WITH OR TRANSACTIONS ENTERED INTO WITH ANY OTHER PARTIES (INCLUDING VGA OPPORTUNITIES) THROUGH THE SERVICES, APPS, DASHBOARDS OR SITE. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, EFFORT AND RESULTS TO BE OBTAINED THROUGH THE USE OF THE SITE, DASHBOARDS, APPS, OR THE SERVICES IS WITH YOU. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM VGA OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
LIMITATION OF LIABILITY; RELEASE
YOU UNDERSTAND THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL VGA OR ITS OFFICERS, EMPLOYEES, DIRECTORS, PARENTS, SUBSIDIARIES, AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY), ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE, DASHBOARDS, APPS, OR THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, STATUTE, OR OTHERWISE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THIS SITE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SITE. The aggregate liability of VGA to you for all claims arising from or related to the Site, Dashboards, App, or the Services OR THESE TERMS is limited to one-hundred dollars ($100).
EXCLUSIONS AND LIMITATIONS
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 and disclaimers may not apply to you. To the extent that we may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of our liability shall be the minimum permitted under such applicable law.
INDEMNIFICATION
You agree to indemnify, defend and hold harmless VGA, its parents, subsidiaries, affiliates, officers, directors, co-branders and other partners [including third-party partners to whom VGA may provide Your Content ("Third Parties")], employees, consultants and agents, from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys' fees and court costs) that VGA or Third Parties may incur as a result of or arising from (1) Your Content and any information you (or anyone accessing the Services using your password) submit, post or transmit through the Services, (2) your (or access to the Services as you) violation of these Terms or applicable law or regulation, (3) your (or anyone using your account's) violation of any rights of any other person or entity (including, but not limited to, third party privacy rights), or (4) any information or content we collect from third parties through the Site or Service at your request, or (5) any viruses, trojan horses, worms, time bombs, cancelbots, spyware or other similar harmful or deleterious programming routines input by you into the Services.
TRADEMARKS
Certain of the names, logos, and other materials displayed in the Services constitute trademarks, tradenames, service marks or logos ("Marks") of us or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities.
You hereby authorize VGA to use your Marks to speak publicly, through our website and other electronic means, for marketing purposes, relevant to your use of the Services.
COPYRIGHTS; RESTRICTIONS ON USE
The content made available to you through the Services, other than Your Content, including without limitation, text, databases, software, code, music, sound, photos, and graphics ("Our Content"), is (1) copyrighted by VGA and/or its licensors under United States and international copyright laws, (2) subject to other intellectual property and proprietary rights and laws, and (3) owned by VGA or its licensors. Our Content, and Content (except Your Content), may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, publicly performed, publicly displayed, or redistributed in any way without our prior written permission or the prior written permission of our applicable licensors, with the sole exception that one copy may be downloaded onto a single computer for (a) your personal, noncommercial use if you are a volunteer or (b) your archival purposes, if you are a nonprofit or public service organization. You must abide by all copyright notices, information, or restrictions contained in or attached to any of Content.
MISCELLANEOUS
The Terms constitute the entire and exclusive and final statement of the agreement between you and us with respect to the subject matter hereof, and govern your use of the Services, superseding any prior agreements or negotiations between you and us with respect to the subject matter hereof. The Terms and the relationship between you and VGA shall be governed by the laws of the State of New York, without giving effect to any choice of laws or principles that would require the application of the laws of a different country or state. Any legal action, suit or proceeding arising out of or relating to the Terms, or your use of, the Services must be instituted exclusively in the federal or state courts located in Manhattan, New York and in no other jurisdiction. You further consent to personal jurisdiction and venue in, and agree to service of process issued or authorized by, any such court. Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and that the other provisions of the Terms remain in full force and effect. 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 Services or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in the Terms are for convenience only and have no legal or contractual effect. This Agreement cannot be transferred or assigned by you without VGA’s prior written consent. The terms of this Agreement can only be modified as set forth in Section 3 or upon VGA’s written agreement.
SURVIVAL
The terms of Sections 5 through 21 as well as any other limitations on liability explicitly set forth herein shall survive the expiration or earlier termination of the Terms for any reason. Our (and our licensors') proprietary rights (including any and all Intellectual Property Rights) in and to Our Content and the Services shall survive the expiration or earlier termination of the Terms for any reason.
VIOLATIONS
Please report any violations of the Terms to volunteergroupsalliance@gmail.com
Pre-Release Software License Agreement
THIS PRE-RELEASE SOFTWARE LICENSE AGREEMENT (THE "AGREEMENT") GOVERNS YOUR USE OF THE PRE-RELEASE SOFTWARE (DEFINED BELOW) PROVIDED BY VOLUNTEER GROUPS ALLIANCE, INC., AND/OR ITS SUPPLIERS AND AFFILIATES ("VGA"). YOU WILL BE REQUIRED TO INDICATE YOUR AGREEMENT TO THIS AGREEMENT IN ORDER TO ACCESS OR DOWNLOAD THE PRE-RELEASE SOFTWARE OR TO COMPLETE THE INSTALLATION PROCESS FOR THE PRE-RELEASE SOFTWARE. BY CLICKING ON THE "YES" OR "I ACCEPT" BUTTON (OR OTHER BUTTON OR MECHANISM DESIGNED TO ACKNOWLEDGE AGREEMENT TO THE TERMS OF THIS AGREEMENT), OR BY DOWNLOADING, ACCESSING OR INSTALLING THE PRE-RELEASE SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT.
NOTE: THIS IS THE ONLY AGREEMENT BETWEEN YOU AND VGA GOVERNING YOUR USE OF THE PRE-RELEASE SOFTWARE, AND THIS AGREEMENT SHALL SUPERSEDE ANY OTHER TERMS OF USE OR LICENSE AGREEMENT THAT MAY APPEAR DURING THE INSTALLATION OR DOWNLOADING OF THE PRE-RELEASE SOFTWARE. IF YOU AGREE TO THESE TERMS ON BEHALF OF A BUSINESS, YOU REPRESENT AND WARRANT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND THAT BUSINESS TO THIS AGREEMENT, AND YOUR AGREEMENT TO THESE TERMS WILL BE TREATED AS THE AGREEMENT OF THE BUSINESS. IN THAT EVENT, "YOU" AND "YOUR" REFER HEREIN TO THAT BUSINESS.
IF YOU ARE UNWILLING TO AGREE TO THIS AGREEMENT, OR YOU DO NOT HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND YOUR BUSINESS, DO NOT CLICK ON THE BUTTON AND DO NOT INSTALL, DOWNLOAD, ACCESS, OR OTHERWISE USE THE PRE-RELEASE SOFTWARE AND CANCEL THE LOADING OF THE PRE-RELEASE SOFTWARE.
DEFINITIONS
"Pre-Release Software" means the pre-release version of VGA products, services, technology, and content identified on the VGA site available at https://serve.volunteergroupsalliance.org/ (“Portal”) the VGA site available at http://www.volunteergroupsalliance.org/ ("Site"), dashboards available at https://dashboard.volunteergroupsalliance.org/ ("Dashboards"), and associated mobile applications ("Apps"), whether labeled as alpha, beta, pre-release, preview or otherwise, provided to you by VGA under this Agreement. The Portal, Site, Dashboards and Apps offer the services, including but not limited to the volunteer opportunity content service and various syndication services, and other information and services related thereto (collectively, the "Services") to our users, whether they be organizations, volunteers, readers of our newsletters, alerts, and/or blog, registered VGA Users, or other visitors to the Site. Pre-Release Software may include any enhancements, updates, upgrades, derivatives or bug fixes to such product, service or technology and any documentation, add-ons, templates, sample data sets or hardware devices as provided by VGA.
"Data" means the raw data you upload or submit to the Pre-Release Software and the processed result of the raw data generated by you using the Pre-Release Software.
"Feedback" means all suggestions, comments, opinions, code, input, ideas, reports, information, know-how or other feedback provided by you (whether in oral, electronic or written form) to VGA in connection with your use of the Pre-Release Software. Feedback does not include Data, unless submitted or communicated by you to VGA as part of Feedback.
"Internal Purposes" means internal business use with your systems, networks, devices and data for the purposes of internal testing and evaluation of the Pre-Release Software in order to provide Feedback to VGA regarding the Pre-Release Software. Such use does not include use of your systems, networks or devices as part of services you provide for a third party's benefit.
PRE-RELEASE SOFTWARE LICENSE
Subject to your compliance with the terms and conditions of this Agreement, VGA grants you a non-exclusive, non-sublicensable, non-transferable, revocable, limited license during the term of the Agreement to use a single copy of the Pre-Release Software at your principal office in a secure location, only in connection with and solely for the Internal Purposes.
LICENSE RESTRICTIONS
Except as expressly authorized in this Agreement or by VGA, you will not, and will not permit any third party to: (i) access or use the Pre-Release Software for any other purposes than the Internal Purposes (including for any competitive analysis, commercial, professional, or other for-profit purposes); (ii) copy the Pre-Release Software (except as required to run the Pre-Release Software and for reasonable backup purposes); (iii) modify, adapt, or create derivative works of the Pre-Release Software; (iv) rent, lease, loan, resell, transfer, sublicense or distribute the Pre-Release Software to any third party; (v) use or offer any functionality of the Pre-Release Software on a service provider, service bureau, hosted, software as a service, or time sharing basis; (vi) decompile, disassemble or reverse-engineer the Pre-Release Software or otherwise attempt to derive the Pre-Release Software source code, algorithms, methods or techniques used or embodied in the Pre-Release Software; (vii) disclose to any third party the results of any benchmark tests or other evaluation of the Pre-Release Software, or (viii) remove, alter, obscure, cover or change any trademark, copyright or other proprietary notices, labels or markings from or on the Pre-Release Software; (ix) interfere with or disrupt servers or networks connected to any website through which the Pre-Release Software provided; or (x) use the Pre-Release Software to collect or store personal data about any person or entity. Any consultant, contractor, or agent hired to perform services for you may operate the Pre-Release Software on your behalf under these terms and conditions, provided that: (a) you are responsible for ensuring that any such third party agrees to abide by and fully comply with the terms of this Agreement on the same basis as applicable to you; (b) such use is only in connection with your Internal Purposes; (c) such use does not represent or constitute an increase in the scope of the licenses provided hereunder; and (d) you remain fully liable for any and all acts or omissions by such third parties related to this Agreement. Any violation of this Section shall be a material breach of this Agreement subject to immediate termination of this Agreement for which no notice from VGA shall be required.
CONFIDENTIALITY
You agree to hold the Pre-Release Software (including all intellectual property rights therein, such as any patents, inventions, copyrights, design rights, trade secrets and know-how) and any related information ("Confidential Information"), whether in oral or written form, confidential. Confidential Information may include information relating to features, functionalities, improvements, code, pricing, business strategies, product roadmaps, development plans, marketing materials, data sets, customer lists or other proprietary third-party information. You will hold such Confidential Information in strict confidence and not use or disclose the Confidential Information, in whole or in part, except as expressly permitted in this Agreement. You may disclose Confidential Information to your employees, but only to the extent they have a need to know to test the Pre-Release Software and you have advised them that such information is Confidential. You agree to instruct any such employees in advance who will have access to the Pre-Release Software that they must comply with the restrictions set forth in this Agreement. You shall have no obligation to maintain the confidentiality of any information which: (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully received by you from a third party without an obligation of confidentiality and without breach of this Agreement; (c) is developed independently by you without access to or use of the Confidential Information; or (d) has been approved for release by written authorization of the party that owns the Confidential Information. You will notify immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by you or your personnel, and will cooperate with VGA in every reasonable way to help VGA regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. You acknowledge that any breach of its obligations under this Agreement with respect to the proprietary rights or Confidential Information will cause VGA irreparable injury for which there are inadequate remedies at law, and therefore, VGA will be entitled to equitable relief in addition to all other remedies provided by this Agreement or available at law or in equity.
TERM AND TERMINATION
This Agreement will be effective from the earlier of (a) the date it is accepted by you and (b) the date on which you first installed, downloaded or accessed a copy of the Pre-Release Software and shall continue until terminated. This Agreement may be terminated at any time by either party, with or without cause, effective upon notice of termination. This Agreement will terminate automatically upon the end of the Pre-Release Software project as identified on the Cover Page or upon commercial release (if any) of the Pre-Release Software, whichever is earlier. This is time-sensitive software, so it will stop functioning on the termination date. Upon termination, you will immediately cease all use of the Pre-Release Software and destroy the Pre-Release Software, or upon request by VGA, return to VGA the Pre-Release Software and other Confidential Information that are in your possession or control. Upon VGA’s request, you will certify in writing that you have returned or destroyed all copies of the Pre-Release Software and Confidential Information. Sections 1, 3, 4, 6, 7, 8, 9, 10, 11, 15, and 16 will survive termination of this Agreement.
OWNERSHIP
VGA, its suppliers and/or its licensors own all worldwide right, title and interest in and to the Pre-Release Software, including all worldwide patent rights (including patent applications and disclosures); copyright rights (including copyrights, copyright registration and copy rights with respect to computer software, software design, software code, software architecture, firmware, programming tools, graphic user interfaces, reports, dashboard, business rules, use cases, screens, alerts, notifications, drawings, specifications and databases); moral rights; trade secrets and other rights with respect to confidential or proprietary information; know-how; other rights with respect to inventions, discoveries, ideas, improvements, techniques, formulae, algorithms, processes, schematics, testing procedures, technical information and other technology; and any other intellectual and industrial property rights, whether or not subject to registration or protection; and all rights under any license or other arrangement with respect to the foregoing. Except as expressly stated in this Agreement, VGA does not grant you any intellectual property rights in the Pre-Release Software, and all right, title, and interest in and to all copies of the Pre-Release Software not expressly granted remain with VGA, its suppliers and/or its licensors. The Pre-Release Software is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions. You acknowledge that the Pre-Release Software is licensed and not sold.
FEEDBACK
VGA, in its sole discretion, may or may not respond to your Feedback or promise to address all your Feedback in the development of future features or functionalities of the Pre-Release Software or any related or subsequent versions of such Pre-Release Software. In the event VGA uses your Feedback, you grant VGA an unrestricted, perpetual, worldwide, exclusive, transferable, irrevocable, sublicensable, royalty-free, fully paid-up license to use, copy, modify, create derivative works of, make, have made, distribute (through multiple tiers of distribution), publicly perform or display, import, export, sell, offer to sell, rent, or license copies of the Feedback as part of or in connection with any VGA product, service, technology, content, material, specification or documentation. You warrant that the Feedback does not infringe any copyright or trade secret of any third party, and that you have no knowledge of any patent of any third party that may be infringed by the Feedback (including any implementation thereof recommended by you). You further warrant that your Feedback is not subject to any license terms that would purport to require VGA to comply with any additional obligations with respect to any VGA product or service that incorporates your Feedback.
DATA
You hereby grant VGA a perpetual, irrevocable, non-exclusive, royalty-free, paid-up, worldwide, sublicensable license to use, access, transmit, host, store, and display the Data solely for the purpose of providing and improving the Pre-Release Software. VGA (or its sublicensees) may exercise such license for purposes of providing, maintaining, repairing, administering and improving the Pre-Release Software or in developing new products or services, including rights to extract, compile, aggregate, synthesize, use, and otherwise analyze all or any portion of the Data. You represent, warrant and agree that the Data and other materials you provide or make available to VGA will include only information relevant to the Pre-Release Software and the use thereof and will not include any personally identifiable information or any protected health data. You acknowledge and agree that you are solely responsible for all Data you upload or submit using the Pre-Release Software and for your conduct while using the Pre-Release Software. You acknowledge and agree that: (a) you will evaluate and bear all risks associated with the use of any Data; (b) you are responsible for protecting and backing up the Data; (c) you are responsible for protecting the confidentiality of any Data; and (d) under no circumstances will VGA be liable in any way for any Data, including, but not limited to, any errors or omissions in any Data, or any loss or damages or any kind incurred as a result of your use, deletion, modification, or correction of any Data. VGA has no responsibility to store, protect, remove or delete any Data for you and shall have no liability for the deletion of or failure to store any Data.
WARRANTY DISCLAIMER
THE PRE-RELEASE SOFTWARE IS PROVIDED "AS IS". VGA DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, QUIET ENJOYMENT AND WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE OR BY STATUTE OR IN LAW. VGA SPECIFICALLY DOES NOT WARRANT THAT THE PRE-RELEASE SOFTWARE WILL MEET YOUR REQUIREMENTS, THE OPERATION OR OUTPUT OF THE PRE-RELEASE SOFTWARE WILL BE ERROR-FREE, ACCURATE, RELIABLE, COMPLETE OR UNINTERRUPTED. VGA is not obligated to support, update or upgrade the Pre-Release Software.
NO RELIANCE
VGA has no obligations about any forward-looking statements made in connection with or in the course of providing the Pre-Release Software. Forward-looking statements are statements regarding future VGA events, product offerings, product performance, customer uses or the expected financial performance of VGA. Any such statements reflect current expectations and estimates based on factors currently known and that actual events or results could differ materially. VGA does not assume any obligation to update any forward-looking statements made during the Pre-Release Software project. In addition, any information about our roadmap outlines our general product direction and is subject to change at any time without notice. It is for informational purposes only and shall not be incorporated into this Agreement or any contract or other commitment. VGA undertakes no obligation either to develop the features or functionality described in the forward-looking statement or to include any such feature or functionality in a future release, including those you are reviewing as a part of this Pre-Release Software. You expressly acknowledge that the Pre-Release Software has not been fully tested and may contain defects or deficiencies which may not be corrected by VGA, that the Pre-Release Software may undergo significant changes prior to release of the corresponding generally available final version.
LIMITATION OF LIABILITY
IN NO EVENT WILL VGA BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE PRE-RELEASE SOFTWARE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE PRE-RELEASE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT VGA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. WITHOUT LIMITING THE FOREGOING, VGA WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BUSINESS INTERRUPTION OR LOSS OF DATA ARISING FROM THE AUTOMATIC TERMINATION OF THE LICENSE RIGHTS GRANTED HEREIN AND ANY ASSOCIATED CESSATION OF THE PRE-RELEASE SOFTWARE FUNCTIONS OR ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME FOR ANY REASON OR ANY DELETION, CORRUPTION OR DAMAGE OF DATA ON OR THROUGH THE PRE-RELEASE SOFTWARE. VGA’S TOTAL CUMULATIVE LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
PRIVACY
You acknowledge that VGA and its providers may obtain information and data from you in connection with your registration, installation, and use of the Pre-Release Software, including, without limitation, personal information. VGA may also collect and process technical and related environmental or performance information about your use of the Pre-Release Software (which may include, without limitation, data ingest volume, search concurrency, number of unique user log-ins, Internet protocol addresses, operating system, configuration information, application software, session duration, page view, operational use, and other such information) and use this information to support and troubleshoot issues, provide updates, analyze trends and improve VGA’s products or services. You hereby consent to VGA and its providers maintaining, using, storing and disclosing such information and data (including, without limitation, personal information, if any, in conformity with VGA Privacy Policy, which may be updated from time to time). You further consent to receiving electronic communications and notifications from VGA in connection with your use of the Pre-Release Software.
EXPORT
You will comply fully with all relevant export laws and regulations of the United States and any other country ("Export Laws") where you use any of the Pre-Release Software. You represent and warrant that you are not (a) located in, or a resident or a national of, a restricted country; or (b) on any of the relevant U.S. Government Lists of prohibited persons, including but not limited to the Treasury Department’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons or Entity List. You further represent and warrant that you shall not export, re-export, ship, transfer the Pre-Release Software to any restricted countries or restricted end users or use the Pre-Release Software in any restricted countries or for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, missile or biological weapons related end uses. You understand that the requirements and restrictions of the Export Laws may vary depending on the specific Pre-Release Software and may change over time, and that, to determine the precise controls applicable to the Pre-Release Software, it is necessary to refer to the U.S. Export Administration Regulations and the U.S. Department of Treasury, Office of Foreign Assets Control Regulations.
GOVERNMENT END USER RIGHTS
You acknowledge that all Pre-Release Software and Confidential Information were developed entirely at private expense and that no part of the Pre-Release Software or Confidential Information was first produced in the performance of a Government contract. You agree that the Pre-Release Software and any derivatives thereof are "commercial items" as defined in 48 C.F.R. § 2.101, and if you are a U.S. Government agency or instrumentality or if you are providing all or any part of the Pre-Release Software or any derivatives thereof to the U.S. Government, such use, duplication, reproduction, release, modification, disclosure or transfer of this commercial product and data, is restricted in accordance with 48 C.F.R. § 12.211, 48 C.F.R. § 12.212, 48 C.F.R. § 227.7102-2, and 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. § 12.211, 48 C.F.R. § 12.212, 48 C.F.R. § 227.7102-1 through 48 C.F.R. § 227.7102-3, and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, as applicable, the Pre-Release Software is licensed to U.S. Government end users (i) only as Commercial Items and (ii) with only those rights as are granted to all other users pursuant to this Agreement and any related agreement(s), as applicable. Accordingly, you will have no rights in the Pre-Release Software except as expressly agreed to in writing by you and VGA.
CHOICE OF LAW AND DISPUTES
For other than the U.S. Government as a party, this Agreement shall be governed by and construed in accordance with the laws of the State of New York, as if performed wholly within the state and without giving effect to the principles of conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in Manhattan, New York and the parties hereby consent to personal jurisdiction and venue therein.
GENERAL
All notices required or permitted under this Agreement hereto will be in writing and delivered in person, by confirmed facsimile transmission, by overnight delivery service, or by registered or certified mail, postage prepaid with return receipt requested, and in each instance will be deemed given upon receipt. You may not assign, delegate or transfer this Agreement, in whole or in part, by agreement, operation of law or otherwise. You acknowledge that VGA may assign, subcontract or delegate any of its rights or obligations under this Agreement. Any attempt to assign this Agreement other than as permitted herein shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns. This Agreement along with any additional terms incorporated herein by reference constitute the complete and exclusive understanding and agreement between the parties relating only to the subject matter of the Pre-Release Software and Confidential Information and shall supersede any and all prior or contemporaneous agreements, communications and understandings, written or oral, relating to such subject matter. This Agreement is limited to the use of Pre-Release Software and Confidential Information and as such, this Agreement is separate from and shall have no effect on any other agreement you may have with VGA. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties. All rights and remedies, whether conferred hereunder or by any other instrument or law, will be cumulative and may be exercised singularly or concurrently. The failure by either party to enforce any provisions of this Agreement will not constitute a waiver of any other right hereunder or of any subsequent enforcement of that or any other provisions. The terms and conditions stated herein are declared to be severable. If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law.
Effective Date: March 21, 2023