VCARDLINK.COM Terms of Use Agreement

June 15, 2006

VCARDLINK.COM is a contact and content indexing service that allows Members to create a unique web portal where information can be created, stored and distributed through vCards to various software systems that recognize the vCard standard. The services offered by VCARDLINK.COM ("VCARDLINK.COM" or "we") include the VCARDLINK.COM website (the "VCARDLINK Website") any other features, content, or applications offered from time to time by VCARDLINK.COM in connection with the VCARDLINK Website (collectively, the "VCARDLINK Services"). The VCARDLINK Services are hosted in the U.S.

This Terms of Use Agreement ("Agreement") sets forth the legally binding terms for your use of the VCARDLINK Services. By using the VCARDLINK Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the VCARDLINK Website) or you are a "Member" (which means that you have registered with VCARDLINK.COM). The term "User" refers to a Visitor or a Member. You are only authorized to use the VCARDLINK Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave the VCARDLINK Website and discontinue use of the VCARDLINK Services immediately. If you wish to become a User, communicate with other Users and make use of the VCARDLINK Services, you must read this Agreement and indicate your acceptance during the Registration process.

This Agreement includes VCARDLINK.COM's policy for acceptable use of the VCARDLINK Services and linked or embedded Content posted on the VCARDLINK Website, your rights, obligations and restrictions regarding your use of the VCARDLINK Services and VCARDLINK.COM's Privacy Policy. In order to participate in certain VCARDLINK Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the VCARDLINK Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement.

VCARDLINK.COM may modify this Agreement from time to time and such modification shall be effective upon posting by VCARDLINK.COM on the VCARDLINK Website. You agree to be bound to any changes to this Agreement when you use the VCARDLINK Services after any such modification is posted. It is therefore important that you review this Agreement regularly to ensure you are updated as to any changes.

Please choose carefully the information you post on VCARDLINK.COM and that you provide to other Users. Your VCARDLINK information (Personal Web Portal) can be viewed by anyone that obtains your unique VCARD-ID#. You are responsible for the information that you distribute through VCARDLINK.COM.  Do not include information on your VCARDLINK that you do not wish to be known publicly.  Your VCARDLINK may not include a direct link to any application that will modify another user’s computer without their explicit consent. Information provided by other VCARDLINK.COM Members (through their portal) may contain inaccurate, inappropriate, offensive or sexually explicit material, harmful products or services and the potential to harm your computer through malicious code.  VCARDLINK.COM assumes no responsibility or liability for this material. Use appropriate caution when viewing VCARDLINK.COM and when accessing links provided through any VCARDLINK Portal.  Do not open any file unless you are confident that you can trust the provider of that information.  If you become aware of misuse of the VCARDLINK Services by any person, please contact ABUSE@VCARDLINK.COM or click on the "Report Inappropriate Content" link at the bottom of any VCARDLINK.COM page.

VCARDLINK.COM reserves the right, in its sole discretion, to reject, refuse to post or remove any content; or to restrict, suspend, or terminate your access to all or any part of the VCARDLINK Services at any time, for any or no reason, with or without prior notice, and without liability.

  1. Eligibility. Use of and Membership in the VCARDLINK Services is void where prohibited. By using the VCARDLINK Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the VCARDLINK Services does not violate any applicable law or regulation.
  2. Term. This Agreement shall remain in full force and effect while you use the VCARDLINK Services or are a Member. You may terminate your Membership at any time, for any reason, by following the instructions on the Member's Account Settings page. VCARDLINK.COM may terminate your Membership at any time, without warning. Even after Membership is terminated, this Agreement will remain in effect, including sections 5-17.
  3. Fees. You acknowledge that VCARDLINK.COM reserves the right to charge for the VCARDLINK Services and to change its fees from time to time in its discretion. If VCARDLINK.COM terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of subscription fees.
  4. Password. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify VCARDLINK.COM immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.
  5. Non-commercial Use by Members. VCARDLINK Services may not be used for illegal and/or unauthorized purposes including collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the VCARDLINK Website is prohibited. Appropriate legal action will be taken for any illegal or unauthorized use of the VCARDLINK Services.
  6. Proprietary Rights in Content on VCARDLINK.COM.
    1. VCARDLINK.COM does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials (collectively, "Content") that you post to the VCARDLINK Services. After posting your Content to the VCARDLINK Services, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. By displaying or publishing ("posting") any Content on or through the VCARDLINK Services, you hereby grant to VCARDLINK.COM a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content solely on and through the VCARDLINK Services.

The license you grant to VCARDLINK.COM is non-exclusive (meaning you are free to license your Content to anyone else in addition to VCARDLINK.COM), fully-paid and royalty-free (meaning that VCARDLINK.COM is not required to pay you for the use on the VCARDLINK Services of the Content that you post), sublicensable (so that VCARDLINK.COM is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the VCARDLINK Services), and worldwide (because the Internet and the VCARDLINK Services are global in reach). This license will terminate at the time you remove your Content from the VCARDLINK Services. The license does not grant VCARDLINK.COM the right to sell your Content, nor does the license grant VCARDLINK.COM the right to distribute your Content outside of the VCARDLINK Services.

    1. You represent and warrant that: (i) you own the Content posted by you on or through the VCARDLINK Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the VCARDLINK Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the VCARDLINK Services.
    2. The VCARDLINK Services contain Content of VCARDLINK.COM ("VCARDLINK.COM Content"). VCARDLINK.COM Content is protected by copyright, trademark, patent, trade secret and other laws, and VCARDLINK.COM owns and retains all rights in the VCARDLINK.COM Content and the VCARDLINK Services. VCARDLINK.COM hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the VCARDLINK.COM Content (excluding any software code) solely for your use in connection with viewing the VCARDLINK Website and using the VCARDLINK Services.
    3. The VCARDLINK Services contain Content of Users and other VCARDLINK.COM licensors. Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the VCARDLINK Services.
  1. Content Posted.

1.       VCARDLINK.COM may delete any Content that in the sole judgment of VCARDLINK.COM violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. VCARDLINK.COM assumes no responsibility for monitoring the VCARDLINK Services for inappropriate Content or conduct. If at any time VCARDLINK.COM chooses, in its sole discretion, to monitor the VCARDLINK Services, VCARDLINK.COM nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.

2.       You are solely responsible for the Content that you post on or through any of the VCARDLINK Services, and any material or information that you transmit to other Members and for your interactions with other Users. VCARDLINK.COM does not endorse and has no control over the Content. Content is not necessarily reviewed by VCARDLINK.COM prior to posting and does not necessarily reflect the opinions or policies of VCARDLINK.COM. VCARDLINK.COM makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Members.

  1. Content/Activity Prohibited. The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the VCARDLINK Services. VCARDLINK.COM reserves the right to investigate and take appropriate legal action against anyone who, in VCARDLINK.COM's sole discretion, violates this provision, including without limitation, removing the offending communication from the VCARDLINK Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to Content that, in the sole discretion of VCARDLINK.COM:

 

1.     is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

2.     harasses or advocates harassment of another person;

3.     exploits people in a sexual or violent manner;

4.     contains nudity, violence, or offensive subject matter or contains a link to an adult website;

5.     solicits personal information from anyone under 18;

6.     promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;

7.     promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;

8.     involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";

9.      furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;

10.  solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;

11.  includes a photograph of another person that you have posted without that person's consent; or

The following is a partial list of the kind of activity that is illegal or prohibited on the VCARDLINK Website and through your use of the VCARDLINK Services. VCARDLINK.COM reserves the right to investigate and take appropriate legal action against anyone who, in VCARDLINK.COM's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

    1. criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
    2. You may not transmit any chain letters or junk email to other Members. It is also a violation of these rules to use any information obtained from the VCARDLINK Services in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. If you breach this Agreement and send unsolicited bulk email, instant messages or other unsolicited communications of any kind through information gathered from the VCARDLINK Services, you acknowledge that you will have caused substantial harm to VCARDLINK.COM, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay VCARDLINK.COM $250 for each such unsolicited email or other unsolicited communication you send;
    3. any automated use of the system, such as using scripts to add friends or send comments or messages;
    4. interfering with, disrupting, or creating an undue burden on the VCARDLINK Services or the networks or services connected to the VCARDLINK Services;
    5. attempting to impersonate another Member or person;
    6. using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;
    7. using any information obtained from the VCARDLINK Services in order to harass, abuse, or harm another person; or
    8. using the VCARDLINK Services in a manner inconsistent with any and all applicable laws and regulations.
  1. Copyright Policy. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of VCARDLINK.COM to terminate Membership privileges of any Member who repeatedly infringes the copyright rights of others upon receipt of prompt notification to VCARDLINK.COM by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the VCARDLINK Services in a way that constitutes copyright infringement, please provide our 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; (iii) a description of where the material that you claim is infringing is located on the VCARDLINK 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. VCARDLINK.COM's Copyright Agent for notice of claims of copyright infringement can be reached as follows: Copyright Agent, VCARDLINK, Inc. c/o Woodridge Finance Group, Inc., 3760 South Highland Drive, STE 550 Salt Lake City, UT 84102; Attn: Copyright Agent; and email: COPYRIGHTAGENT@VCARDLINK.COM.
  2. Member Disputes. You are solely responsible for your interactions with other VCARDLINK.COM Members. VCARDLINK.COM reserves the right, but has no obligation, to monitor disputes between you and other Members.
  3. Privacy. Use of the VCARDLINK Services is also governed by our Privacy Policy, which is incorporated into this Agreement by this reference.
  4. Disclaimers. VCARDLINK.COM is not responsible for any incorrect or inaccurate Content posted on the VCARDLINK Website or in connection with the VCARDLINK Services, whether caused by Users of the VCARDLINK Services or by any of the equipment or programming associated with or utilized in the VCARDLINK Services. Portals created and posted by Members on the VCARDLINK Website may contain links to other websites. VCARDLINK.COM is not responsible for the Content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by VCARDLINK.COM. Inclusion of any linked website on the VCARDLINK Services does not imply approval or endorsement of the linked website by VCARDLINK.COM. When you access these third-party sites, you do so at your own risk. VCARDLINK.COM takes no responsibility for third party advertisements which are posted on this VCARDLINK Website or through the VCARDLINK Services, nor does it take any responsibility for the goods or services provided by its advertisers. VCARDLINK.COM is not responsible for the conduct, whether online or offline, of any User of the VCARDLINK Services. VCARDLINK.COM assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. VCARDLINK.COM is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the VCARDLINK Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the VCARDLINK Services. Under no circumstances shall VCARDLINK.COM be responsible for any loss or damage, including personal injury or death, resulting from use of the VCARDLINK Services, attendance at a VCARDLINK.COM event, from any Content posted on or through the VCARDLINK Services, or from the conduct of any Users of the VCARDLINK Services, whether online or offline. The VCARDLINK Services are provided "AS-IS" and as available and VCARDLINK.COM expressly disclaims any warranty of fitness for a particular purpose or non-infringement. VCARDLINK.COM cannot guarantee and does not promise any specific results from use of the VCARDLINK Services.
  5. Limitation on Liability. IN NO EVENT SHALL VCARDLINK.COM BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF VCARDLINK.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, VCARDLINK.COM'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE PRORATED PORTION OF THE AMOUNT PAID, IF ANY, BY YOU TO VCARDLINK.COM FOR THE VCARDLINK SERVICES DURING THE TERM OF MEMBERSHIP.
  6. U.S. Export Controls. Software available in connection with the VCARDLINK Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the VCARDLINK Services or otherwise exported or re-exported in violation of U.S. export laws. Downloading or using the Software is at your sole risk.
  7. Disputes. If there is any dispute about or involving the VCARDLINK Services, you agree that the dispute shall be governed by the laws of the State of California, USA, without regard to conflict of law provisions and you agree to exclusive personal jurisdiction and venue in the state and federal courts of the United States located in the State of California, City of Los Angeles. Either VCARDLINK.COM or you may demand that any dispute between VCARDLINK.COM and you about or involving the VCARDLINK Services must be settled by arbitration utilizing the dispute resolution procedures of the American Arbitration Association (AAA) in Los Angeles, California, USA, provided that the foregoing shall not prevent VCARDLINK.COM from seeking injunctive relief in a court of competent jurisdiction.
  8. Indemnity. You agree to indemnify and hold VCARDLINK.COM, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the VCARDLINK Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the VCARDLINK Website or through the VCARDLINK Services causes VCARDLINK.COM to be liable to another.
  9. Other. This Agreement is accepted upon your use of the VCARDLINK Website or any of the VCARDLINK Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and VCARDLINK.COM regarding the use of the VCARDLINK Services. The failure of VCARDLINK.COM to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. VCARDLINK.COM is a trademark of VCARDLINK, Inc. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.

Please contact us at: GM@VCARDLINK.COM with any questions regarding this Agreement.

I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.