Membership Agreement
This Membership Agreement sets
forth the terms and conditions on which DataVault, offers
products and services to registered users (each a "Member")
of the website
datavault.drivehq.com.
PLEASE READ THIS MEMBERSHIP
AGREEMENT CAREFULLY BEFORE REGISTERING TO BECOME A MEMBER.
YOU WILL BE REQUIRED TO ACCEPT THIS AGREEMENT IN ORDER TO
BECOME A MEMBER.
1. Terms
The Membership Agreement is comprised of (a) all terms and
conditions set forth herein; (b) all operating rules and
policies that are by published on the Site from time to
time, (c) Legal Notices and Trademarks and (d) the DataVault
Privacy Policy, each as modified from time to time. In light
of the evolving nature of web-based offerings, DataVault may
post a notice on the Site, or broadcast messages through the
Service, to inform you of changes to this Membership
Agreement, the Service, or other matters of importance. Such
posting or broadcast will constitute notice to you. Any
amendment to the Membership Agreement shall be effective
immediately upon posting of the notice, or broadcast of the
message. Your continued use of the Service after such notice
or broadcast will reaffirm your agreement to be bound and to
abide by this Membership Agreement as amended.
2. The Service
The term "Service" includes all functionality made available
by DataVault on or through the Site. DataVault may add to,
delete from, or modify the Service. Unless explicitly stated
otherwise, any new text, content, file, data, product,
services, information, software, software tool or other
feature that augments or enhances the current Service, will
be subject to this Membership Agreement.
3. Member's Privileges and
Obligations
The Service is available only to users over the age of
14. In order to use the Service, you must first register as
a Member. You agree to provide accurate information, as
prompted by the registration form, including an accurate
email address where you can be contacted. Each Member is
allowed to have only one Membership. Membership is intended
for personal or business use only and is non-transferable.
You must choose a password. You are responsible for any
activity that occurs under your user ID. You agree to
immediately notify DataVault of any unauthorized use of your
user ID or another breach of security in relation to the
Service. You may use the Service only for your personal or
business use.
4. Member Content; Member
Private Area; Community Area
You may store, display and publish your "Member Content" on
the Site. The "Member Content" may include images, video,
audio, music, sound files, and other materials, data, or
text. Your Member Content is linked to your user ID. As a
Member, you can display or publish your Member Content:
As "Private Member Content",
in a private area of the Site, which is accessible only to
you and your guests, and which requires the use of a
password (the "Member Private Area") or
As "Public Member Content", in
the public area of the Site, which is accessible by all
users of the Site, whether or not they are Members, and
which does not require the use of a password (the "Community
Area").
You agree not to post, send,
transmit, upload, display, publish or distribute through any
part of the Site, any Member Content that:
(a) Uses materials of others
that are protected by copyright, trademark or trade secrets,
patent or other intellectual property law without the
express permission of the author or owner;
(b) Contains false or
misleading statement of facts or description of the origin
of the material or communications;
(c) Violates anyone's
copyright, moral rights, author's rights, trade secrets,
trademark rights, patent, or other intellectual property or
other rights;
(d) Interferes with the
privacy rights of any person, or impersonates any person;
(e) Contains a virus, may
corrupt files or other content that may compromise or harm
the Site or any user thereof;
(f) Makes or purports to make
any commercial use of the Site;
(g) Constitutes a criminal
offense, gives rise to civil liability, or violates any
applicable laws or regulations, or encourages anyone to
break the law; or advocates illegal activity; or
(h) Contains links to your
Member Private Area (defined below) that does any of the
above.
You are responsible for
creating and maintaining copies of your Member Content, as
back-ups, prior to posting or uploading any material, data,
text, image, video, music, sound, audio file, or other
content or materials on the Site.
5. Price and Payment
Certain content, products or services on the Site, such as
photo printing and gift and hardware sales, are subject to
charges and specific terms and conditions, which are
explained in connection with such content and services. The
Service and certain other content, product, services or
information on the Site are presently available free of
charge, exclusive of Internet or other telecommunications
fees. DataVault may, at its discretion, elect to modify,
delete, reduce, augment, or discontinue the Service or any
product, service, feature, functionality on the Site, or
institute a fee. DataVault shall not be liable to you or any
third party for any such change.
6. License Grant and
Intellectual Property Rights
DataVault will not assume any copyright or ownership of
contents uploaded by members. With respect to your Public
Member Content, you grant DataVault the right for DataVault
and third parties to access or view the portions of your
Public Member Content on the Community Area subject to your
approval when you publish your contents. You can stop
publishing any contents at any time.
With respect to your Private
Member Content, you grant DataVault and its contractors the
right to access, display, reproduce, modify, and transmit
any portions of your Private Member Content in order to
store, host and display it on the Site, to improve site
operations, and comply with applicable laws.
You acknowledge and agree that
certain technical processing or reformatting of your Member
Content may be required to (a) perform indexing functions;
(b) conform to connecting network technical requirements;
(c) conform to the limitations of the Service or other
similar requirements.
As between DataVault and you:
you will own your Member Content, whether private or public;
you can delete, stop public or private sharing of your
contents at any time; DataVault owns all right, title and
interest (including all intellectual property rights) in and
to the Site, the Service, the technology, information,
documents, files, web pages and other product developed in
connection with the Site or available on the Site.
You agree not to translate,
reverse engineer, reverse compile, disassemble or create
derivative works from software programming contained in the
Site or the Service.
7. Member Profiles
Member Profiles are intended to be brief descriptions of a
Member's interest and contact information. Any information
you place on your Member Profile is inaccessible to anyone
visiting the Site, unless you have made it public. You agree
not to send transmissions through the Site that attempt to
hide your identity or represent yourself as someone else.
8. Responsibility for
Member Content
DataVault does not as a policy review or screen any images,
video, text, music, sound, audio files or other Member
Content that a Member posts, displays or stores before they
appear on the Site. Generally, DataVault's automated
machinery and computers index the Member Content. DataVault
does not endorse the content or views expressed in any
Member Content and is not responsible or liable in any
manner for any conduct by any Member or for any Member
Content.
You are solely responsible for
the Member Content that you provide to DataVault for
hosting, display or access on the Site, on the Community
Area and/or on your Private Member Area. This includes,
without limitation, responsibility for the nature, content,
subject matter, views that you express, display or publish
in your Member Content.
You agree not to use the
Service for illegal purposes. Your use of the Site, the
Service, and the products, services, information available
on the Site, is subject to all applicable local, state,
national and foreign laws and regulations, and international
treaties, including, without limitation, U.S. laws regarding
the transmission of technical data exported from the United
States.
You represent and warrant that
(a) you have the right to enter into this Membership
Agreement without any other approvals; (b) you have the
right to use, upload, publish, display the Member Content
linked to your user ID; (c) you have the right to grant the
licenses granted herein; and (d) the use by DataVault of the
rights that you grant DataVault in this Membership Agreement
will not violate the rights of any third parties, including
without limitation your employer and your clients.
9. Code of Conduct
DataVault provides Members with storage space on the Site as
a service to Members. DataVault encourages the free exchange
of ideas, but has established the following parameters for
any Member Content. When using any area of the Site you
agree not to post, send, transmit, upload, or otherwise
publish any data, text, image, video, music, sound, audio
file, text, or other content or material that:
(i) Contains or displays any
expression of bigotry, racism, or hatred, or is ethnically
offensive, objectionable or inappropriate;
(ii) Is or might be perceived by DataVault or DataVault
members or users, as defamatory, libelous, disparaging,
obscene, pornographic, profane, threatening, abusive,
deceptive, offensive, vulgar, ethnically offensive,
objectionable or inappropriate, including nudity, adult
content, illegal content, content of a sexual nature, and
unacceptable language;
(iii) Is inconsistent with the values or the spirit of the
DataVault Community, as determined by DataVault in its sole
discretion;
(iv) Interferes with anyone else's use of this Site
(v) Contains links to your Member Private Area that promotes
or does any of the above.
10. Illegal Activities
It is DataVault's policy to report suspected illegal
activities to law enforcement agencies and to cooperate
fully with their investigations
11. Warranty, Disclaimer of
Warranty
The Service and the Site, including all content, products,
services and information made available or accessed through
the Site, are provided "AS IS", with no warranties of any
kind. Uploading, downloading or transmitting any Member
Content or any other material, data, text, images, video,
music, sound or audio files on the Site or through the use
of the Service is at your own risk and in your sole
discretion. You will be solely responsible for any damages
to your computer system or loss of data, or any other
damages that result from such uploading, downloading or
transmittal, or otherwise
DataVault makes no
representation or warranty of any kind
(a) that the Site or Service
will meet your requirements;
(b) that defects in the
software for the Service will be corrected;
(c) that the Service will be
timely, secure, error free, uninterrupted;
(d) that the Service or any
content, product, services or information on the Site are
accurate, correct, reliable or complete;
(e) that Member Content or any
material, data, text, images, video, music, sound, audio
file, content or materials posted, displayed or stored on or
through the Site will not be altered, deleted or damaged, or
will be available for access, upload or download at all
times or indefinitely;
(f) as to the result that may
be obtained from the use of the Service;
(g) that the Site or the
Service is free of viruses or other components that may
infect, harm, or cause damage to computer equipment, data,
software, or any other property when you access, browse,
download from, upload to, or otherwise use the Service, the
Site or any product or content on the Site
DataVault expressly disclaims
all warranties of any kind, whether express or implied,
including but not limited to any warranty of
merchantability, fitness for a particular purpose or
non-infringement of any products, content, information or
service published on, or available through the Site or the
Service.
Some jurisdiction to not allow
the exclusion of certain warranties, so some of the above
exclusions may not apply to you.
12. Disclaimer of Damages;
Limitation of Liability
Even if DataVault, or any of its authorized representatives
have been advised of the possibility of such damages, under
no circumstances (including but not limited to DataVault's
negligence), shall DataVault be liable for any direct,
indirect, consequential, incidental, special or punitive
damages for any claim, loss and/or causes of action, whether
in contract, tort (including but not limited to negligence)
or otherwise. related to:
(a) the quality, reliability,
accuracy, completeness, of the Service;
(b) any modification,
alteration, publication, display, failure to store, failure
to index, loss, deletion, alteration, loss of access, or
damages of or to your Member Content, computer equipment,
software, data, or any text, image, video, music, sound,
audio or other material that result from your use of the
Site or the Service;
(c) any harm, errors,
omissions, cost, losses, or damages arising from the use of,
or inability to use (whether because of interruption,
suspension, termination or otherwise) of the Site, the
Service, Member Content or any content, products, services
or information provided on the Site
(d) any failures, delays,
misdeliveries, or interruptions in the Service or any
content, products, services or information on the Site;
(e) any harm resulting from
downloading or accessing any Member Content, or any other
content, products, services or information provided on the
Site;
(f) any unauthorized access to
or alteration of Member Content or any breach of security
related to any server used by the Site or the Service; or
(g) the cost of procurement of
any substitute goods or services.
Some jurisdictions do not
allow the exclusion or limitation of consequential or
incidental damages, and therefore, the above limitation may
not apply to you. Some Members may have additional rights.
If, despite the above
limitations, Sony and/or DataVault were found responsible to
a Member for any reason whatsoever, this liability will not
exceed one hundred dollars ($100).
13. Privacy
It is DataVault's policy to respect the privacy of all of
its customers. For more information, please see our full
privacy policy.
14. Site Content
Domestic and foreign copyright, trademark, patents, and
other intellectual property rights law and international
treaties, and other laws, protect all material, data, text,
images, photos, video, graphics, music, sound and audio
files available on the Site ("Site Content"), both as
individual works and as a collection. Unless authorized, you
may not copy, reproduce, display, perform distribute, or
create derivative works from the Site Content, without being
expressly authorized to do so by the owners of the
intellectual property or proprietary rights in such Content.
You may download or use
individual images, photos, video, graphics, music, sound,
and audio files that are displayed in the Community Area of
the Site only for personal non-commercial use. You may not
copy, reproduce, retransmit, distribute, publish,
commercially exploit, or otherwise transfer any part of the
Site Content in any format, electronic or otherwise.
15. Copyrighted Material
DataVault respects the intellectual property of others, and
requires that its users and Members do the same.
You may not place any material
protected by copyright anywhere on the Site without the
express permission of the author or owner of the copyright
in that material.
DataVault will promptly take
down or block access to infringing or allegedly infringing
material on its servers if DataVault becomes aware that such
material infringes the copyright rights of a third party,
whether DataVault identifies such infringement in the course
of its ordinary and reasonable business activities, or
through notification by a third party. DataVault will
promptly contact the Member responsible for the Member
Content, and alert him or her of the allegations of
infringement, and of DataVault's take down or blocking of
the allegedly infringing material. If the Member believes
that the removal or blocking of his or her material was a
result of a mistake or a misidentification of the material,
the Member shall provide DataVault a counter-notification
establishing the Member's rights to display the material in
question, as well as any other information DataVault shall
request. Upon receipt, DataVault will promptly forward the
counter-notification to the party that claims to be the
copyright owner. If that party then does not file suit to
enjoin the alleged infringement, DataVault will re-post or
unblock the material within 14 days after receiving the
counter notification.
If you believe that your work
has been copied in a way that constitutes copyright
infringement, and appears on the Site, please provide
DataVault the following information:
1. an electronic or physical
signature of the person authorized to act on behalf of the
owner of the copyright interest;
2. a description of the
copyrighted work that you claim has been infringed;
3. a description of where the
material that you claim is infringing is located on the
Site;
4. your address, telephone
number and email address;
5. a statement by you that you
have a good faith belief that the disputed use is no
authorized by the copyright owner, its agent or the law;
6. 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 behalf of the copyright owner
16. Indemnity
Since you are responsible for your Member Content and the
consequences of its use and publication, you agree to
indemnify and hold DataVault, its parents, subsidiaries,
affiliates, officers, employees, licensors, contractors and
users harmless from and against any and all claims, demands,
and expenses, including attorneys' fees, made by any third
party, due to or arising from: (a) your use of the Site or
the Service; (b) your violation of this Membership
Agreement; (c) your violation of a third party's privacy
rights; (d) your violation or infringement of a third
party's copyright, trademark, trade secret, patent, or other
intellectual property rights; (e) any libelous or unlawful
material contained within your Member Content; or (f) your
violation of this Membership Agreement.
17. Force Majeure
DataVault is not liable for any delay or failure in
performance resulting directly or indirectly from causes
beyond its reasonable control, including, without
limitation, failure of the Internet, power failure, failure
of computer, telecommunication or other equipment, strikes,
labor disputes, riots, insurrections, civil disturbances,
shortage of labor or materials, fires, floods, storms,
explosions, act of God, war, governmental actions, orders of
domestic or foreign courts, non-performance of third
parties.
18. Termination of Service
If you object to any portion of this Membership Agreement,
or any subsequent modification thereto, or become
dissatisfied with the Service, the Site, or any materials,
data, text, images, video, audio, music, sound or other Site
Content, or any transaction entered into through the Site or
Service, your only recourse is to immediately discontinue
use of the Service and notice DataVault of such termination.
The preceding sentence sets forth your sole and exclusive
remedy regarding any objection to the terms of this
Membership Agreement, or any dissatisfaction with the
Service or the Site.
DataVault reserves the right,
in its sole discretion, to terminate all or a portion of the
Service at any time and for any reason.
DataVault reserves the right,
in its sole discretion, to terminate your Membership in the
Site, or to remove your Member Content (including unlisted,
password protected and unassigned Member Content) or to
edit, delete or remove any postings from the Site without
prior notice for any cause or no cause in its sole
discretion
Any termination under any
provision of this Membership Agreement may be effected
without prior notice, and DataVault may immediately delete
and discard all of your Member Content, and/or bar any
further access to such files on the Site or through the
Service. Upon any termination of your Membership, or of this
Membership Agreement, your right to use the Service will
immediately cease. DataVault will have no obligation
thereafter to host or provide access to your Member Content,
or to forward any materials stored through the Service or
any unread or unsent messages. DataVault may retain certain
materials for administrative and other reasons.
19. Notices & Questions
All notices from a Member to DataVault shall be in writing,
and shall be made or delivered to DataVault via email or
conventional mail.
If you have any question about
the Service or this Membership Agreement, please feel free
to contact us at datavault.drivehq.com
20. Choice of Law
This Membership Agreement shall be constructed and
controlled by the laws of the State of California, excluding
its conflict of law provisions. With the exception of
DataVault's rights to pursue injunctive relief in any court
of competent jurisdiction, you agree to submit to the
exclusive jurisdiction of the state and federal courts of
the State of California
21. General
This Membership Agreement constitutes the entire agreement
between you and DataVault with respect to the Service; and
your Member Content, and it supersedes any other agreement,
proposals and communications, written or oral, between you
and any DataVault representatives with respect to the
Service and your Member Content
If a court of competent
jurisdiction holds that any provision of this Membership
Agreement is illegal, unenforceable, or contrary to law,
such provision shall be construed, as nearly as possible to
reflect the original intent of this Membership Agreement,
with the other provisions remaining in full force and effect
Any failure by DataVault to
exercise or enforce any right or provision of this
Membership Agreement shall not constitute a waiver of such
rights or provision unless DataVault acknowledges and agrees
to it in writing.
DataVault may assign this
Membership Agreement to any third party at its sole
discretion. You shall not assign or sublicense the rights
granted under this Membership Agreement without the prior
written authorization of DataVault.
You and DataVault agree that any cause of action arising out
of, or related to the Service or the Site must commence
within one (1) year after the cause of action arose,
otherwise, such cause of action is permanently barred.
|