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Terms of Use – VomelaEDGE Platform

 
These Terms of Use (the 鈥淭erms鈥) contain legally binding terms of the agreement between Vomela Specialty Company (鈥淰omela,鈥 鈥渨e,鈥 or 鈥渦s鈥) and the end-user (鈥淓nd-User鈥 or 鈥測ou鈥) regarding your use of VomelaEDGE, whether it be the VomelaEDGE Web Platform, PWA Mobile Offline Web Application, or downloaded mobile application via Apple App Store or Google Play Store (the 鈥淧latform鈥) and any of Vomela鈥檚 services available through the Platform (the 鈥淪ervices鈥). More information regarding Vomela and its services is available at Vomela鈥檚 website located at (the 鈥淪ite鈥).

By accessing or using the Platform, or by acknowledging acceptance of these Terms through any click through buttons, you represent and warrant that (1) you are legally permitted to enter into these Terms on your own behalf (e.g., you are 18 years or older) and on behalf of the entity for which you are using the Platform (e.g., the company you work for on whose behalf you will be utilizing the Platform or Services); (2) you have read and understand these Terms; and (3) you and any company on behalf acknowledge and agree to be bound by these Terms. In the event Vomela modifies these Terms, your continued use of the Platform after such changes constitutes your acceptance of such changes. Therefore, you should frequently review the Terms, which are available at /vomelaedge-policy/.

1. Conditions of Use

1.1. Account required. To use the Platform and/or the Services, Vomela will create an account through the Platform back office. We reserve the right to refuse access to the Platform or Services without providing any reason. You agree that all information you provide to us is accurate and up to date. It is your responsibility to promptly update or inform us of any changes to your contact, billing, or other information.

1.2. Access to Platform. Vomela is providing End-User with temporary access to the Platform. These Terms only provide End-User with limited rights to use the Platform, solely for its own internal business purposes, and solely in accordance with these Terms. You agree that, from time-to-time, certain aspects of the Platform and the Services may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance or updates that Vomela may undertake from time to time; (iii) causes beyond the control of Vomela or which are not reasonably foreseeable; or (iv) at Vomela鈥檚 discretion, for any reason.

1.3. No Infringing Content. The Platform permits the uploading of images, artwork, video, logos, trademarks, or any other media or materials (collectively, 鈥淐ontent鈥). End-User represents and warrants that (a) End-User or its employer owns all right, title, and interest, including the copyright and any other applicable intellectual property or proprietary rights, to all Content that End-User uploads to the Platform or otherwise provides to Vomela; and (b) End-User has the legal right to authorize Vomela to complete any print jobs or other actions requested by End-User.

1.4. Modifications. Vomela reserves the right to modify these Terms, the Platform, and the Services. Any changes or modifications will be posted on the Site and are effective upon the posted date unless otherwise.

2. Prohibited Uses

2.1. Platform Software. Except as provided hereunder, you shall not: (i) copy, reproduce, distribute, transfer, rent, lease, or sublicense any portion of the Platform or any software that comprises the Platform; (ii) translate, adapt, modify, alter, combine with other software, or prepare derivative works based in whole or in part on the Platform; or (iii) reverse engineer, decompile, disassemble or otherwise reduce the Platform to a human-perceivable form. If you improve, change, modify, or create a derivative work of the Platform in violation of these Terms, you hereby irrevocably sell, assign, and transfer any and all rights in and to the improvement, change, modification, or derivative work free and clear of all encumbrances.

2.2. Prohibited Conduct. End-User shall not use the Platform or the Services in any manner that infringes upon or violates the copyright, patent, trademark, or trade secret rights of another party including, but not limited to, to upload, post, or transmit any content for commercial solicitation or political campaigning, any content that is harmful, threatening, abusive, harassing, vulgar, obscene, sexually explicit, profane, hateful, defamatory, libelous, invasive of the privacy of another, or unlawful, any material that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law, or is otherwise objectionable in the sole discretion of Vomela. You will not share your access or credentials with anyone else, without explicit written instruction from a Vomela employee.

2.3. Harmful Code. Vendor shall not upload, post, or transmit any viruses, trojan horses, or other malicious or harmful computer code or programs or otherwise use the Platform, Site, or Services to intentionally or unintentionally violate any local, state, federal, or other law.

2.4. Infringing Conduct. End-User shall not provide any Content to Vomela or upload Content to the Platform that, if printed, reproduced, modified, published, or otherwise used by Vomela would constitute an infringement or other violation of any third party鈥檚 copyright, trademark, right of publicity, or any other legal rights.

3. End-User Obligations

3.1. General Obligations. You agree to abide by any rules Vomela publishes or provides to you with respect to use of the Platform or Services and any other current or future rules and regulations communicated to you through the Platform, Vomela鈥檚 website, or delivered to you by e-mail. Any such rules or regulations hereby incorporated into these Terms by reference. You further agree that you will comply with all applicable laws, rules, and regulations whether local, state, federal, or otherwise.

3.2. Equipment. You acknowledge that you are responsible for providing, maintaining, and ensuring compatibility for all computer hardware, electrical requirements, telecommunication connections (including internet and telephone connections), and other equipment, and operating system or other software necessary to access and use the Platform and/or Services.

3.3. Security Responsibilities. You must maintain the confidentiality of your username, password, and any other credentials. You shall be solely responsible for any authorized or unauthorized use of your username, password, and access to your account by any person. You agree to accept responsibility for all activities that occur under your account or password. You must notify us immediately if you know of, or have reason to believe, that anyone has obtained access to your credentials, or if you otherwise become aware of any unauthorized use of your account or any other security breach.

3.4. Suspension. Vomela may suspend your access to the Platform and/or Services at any time if, in our opinion, this is reasonably necessary to preserve the security and proper operation of the Platform, or if you have failed to comply with any term of these Terms.

4. Ownership of Platform

You acknowledge and agree that the Platform contains proprietary and copyright protected material and, in its human-perceivable form, contains trade secrets and other intellectual property rights exclusively owned by Vomela. You acknowledge and agree that Vomela is and shall remain the sole and exclusive owner of all rights, title, and interest in and to the Platform including any and all changes, modifications, improvements, and derivative works of the Platform. You acknowledge and agree that you will not take any action inconsistent with such ownership. These Terms do not grant you rights to any patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses with respect to the Platform other than a temporary, revocable, limited ability to access the Platform.

5. Term and Termination

5.1. Term. These Terms are in effect beginning on the earlier of the date that you click 鈥淎GREE,鈥 鈥淎CCEPT,鈥 or similar language, are registered for a user account, or begin using the Platform. The Terms shall remain in force until terminated in accordance with these Terms. In its sole discretion, Vomela may, but is under no obligation to, reinstate access to the Platform.

5.2. Termination by Vomela. Vomela may terminate these Terms immediately for any reason whatsoever by providing notice to the email address associated with your account, which shall be effective upon delivery. Vomela may immediately suspend or terminate these Terms and your access to the Platform if you have breached any provision of the Terms.

5.3. Effect of Termination. Upon termination of this Agreement, regardless of the reason for such termination, End-User must immediately cease all use of the Platform.

6. Disclaimers; Third Party Information

6.1. Platform Provided 鈥淎s Is鈥. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE PLATFORM AND SERVICES IS AT YOUR SOLE RISK. VOMELA PROVIDES THE PLATFORM 鈥淎S IS鈥 WITHOUT WARRANTY OF ANY KIND, AND VOMELA HEREBY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL INFORMATION OR ADVICE GIVEN BY VOMELA OR ANY VOMELA AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

7. Limitation of Liability

7.1. Liability Limitation. IN NO EVENT SHALL VOMELA, ITS SUCCESSORS OR ASSIGNS BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOST TIME, LOST SAVINGS, LOSS OF DATA OR FOR BUSINESS INTERRUPTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM. IN NO EVENT, SHALL VOMELA鈥橲 TOTAL LIABILITY TO YOU FOR DAMAGES (OTHER THAN AS MAY BE REQUIRED BY APPLICABLE LAW IN CASES INVOLVING PERSONAL INJURY) EXCEED THE AMOUNT OF MONEY YOU HAVE ACTUALLY PAID IN CONNECTION WITH THE PLATFORM.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

7.2. Third-Party Actions. Unless required by law, Vomela shall not be liable for any damage, loss, or other liability resulting in whole or in part from any action or failure to act by any third party including, without limitation, third-party equipment, software, telecommunication providers, or other third-party products or services.

7.3. Reasonable Limitations. You acknowledge and agree that the foregoing disclaimers and limitations are reasonable and that, but for the foregoing disclaimers and limitations, the cost to access the Platform and/or Services would be significantly higher. The foregoing disclaimers and limitations shall apply notwithstanding any failure of an essential purpose of any limited remedy provided herein.

8. Indemnification

You hereby agree to indemnify, defend, and hold harmless Vomela and its officers, directors, shareholders, employees, consultants, agents, partners, service providers, affiliates and licensors from any and all liability, obligation, loss, damage, injury, penalty, action, judgment, suit, claim, cost, expense or disbursement of any kind and nature which may be imposed on, incurred by or served against Vomela by any person or entity relating to, arising out of, or in connection with any third-party claim, demand, suit, action, investigation, allegation or any other proceeding made in connection with, or otherwise related to, directly or indirectly (a) any violation or breach of any term of these Terms, or any other policy, agreement, or action related to the Platform or the Services; and (b) any claim that the Content provided by End-User infringes or otherwise violates a third party鈥檚 copyright, trademark, right of publicity, or any other intellectual property right, proprietary right, or personal right. Vomela reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification under this provision. You agree to cooperate with Vomela in asserting any available defenses. You will not settle any action or claims on behalf of Vomela without Vomela鈥檚 prior written consent. This indemnification is provided without regard to whether Vomela鈥檚 claim for indemnification is a result of the use of the Platform or Services by End-User.

9. Attorneys鈥 Fees

If any action in law or in equity is necessary for Vomela to enforce these Terms, Vomela will be entitled to reasonable attorneys鈥 fees, costs and expenses in addition to any other relief to which it may be entitled.

10. Miscellaneous

10.1. Entire Agreement; Modifications. Except as described in Section 1.4, no modifications of these Terms shall be enforceable against Vomela unless in writing and signed by Vomela.

10.2. Law Forum. These Terms shall be governed and construed by the laws of the State of Minnesota without reference to its conflicts of laws principles. If you access or use the Platform, Services, or Site from locations outside Minnesota or the United States, you are voluntarily and purposefully availing yourself of the laws of the State of Minnesota and you are solely responsible for compliance with all local laws. All actions, claims or disputes arising under or relating to the Platform or these Terms shall be brought in the federal or state courts located in Hennepin County, Minnesota. You irrevocably submit and consent to the venue in and the exercise of subject matter jurisdiction and personal jurisdiction over you by the federal and/or state courts in Hennepin County, Minnesota.

10.3. Not a Sale of Goods. Vomela and End-User agree that the provision of the Platform, including as governed by these Terms, is not a sale of goods; therefore, the Uniform Commercial Code Section 2 does not apply to these Terms. The United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded, shall not apply.

10.4. Waiver Severability. No waiver of any term, provision, or condition of these Terms, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition. No waiver shall be binding unless executed in writing by the party making the waiver. If any provision of these Terms is determined to be illegal or unenforceable, then such provision shall be construed by modifying it to the minimum extent necessary to make it enforceable, unless such modification is not permitted by law, in which case that provision is to be disregarded and the other provisions will remain fully effective and enforceable.

10.5. Interpretation. In the event of a dispute, no provision of these Terms will be construed in favor of one party and against the other by reason of the draftsmanship of these Terms. The headings or captions used in these Terms are for reference purposes only and are not intended to be used or relied upon in interpreting or enforcing these Terms.

10.6. California Residents. The provider of services is Vomela Specialty Group. We can be reached at (651) 228-2200 or hello@vomela.com. If you are a California resident, in accordance with Cal. Civ. Code 搂1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112 Sacramento, CA 95834, or by telephone at (800) 952-5210 or (916) 445-1254.

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