Vanilr Ltd., and its affiliates, holding companies and subsidiaries (collectively, "Vanilr") provides its H4 platform and related products and services (collectively, the "Services") primarily through this website (the “Website”).
Vanilr may modify the terms of this Agreement, at its sole and absolute discretion, at any time subject to providing you with notice of such amendments at your next login or via email. Your continued use of the Website or the Services after such notification shall constitute your acceptance of the revised terms of this Agreement.
You are only authorized to use the Services if you have duly completed the registration process and have been granted a valid username and password.
Vanilr reserves the right to determine, in its sole and absolute discretion, whether you are in breach or other violation of this Agreement. Vanilr reserves the right to monitor your use of the Website and the Services and, when Vanilr becomes aware of an actual or attempted breach or other violation of this Agreement, to take such action as it deems appropriate to address the violation (which may include the disabling of your account with immediate effect). Vanilr is not responsible for any loss or damage arising out of your failure to comply with this Agreement or the steps that it may be required to implement as a consequence of any actual or perceived breach or other violation of this Agreement by you.
When accessing and using the Services, you agree to: (a) provide true, accurate, current and complete information about yourself, your employer or any other entity that you may be acting on behalf of, including without limitation all information prompted upon initial user registration (“Registration Data”), and (b) to maintain and update the Registration Data to ensure that it is true, accurate, current and complete for any transaction in which you participate. If you knowingly or negligently provide any information that is untrue, inaccurate, not current or incomplete, or if Vanilr has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Vanilr retains the right to suspend or terminate your account and refuse any and all use of the Services (or any portion thereof).
Use of the Services requires that you duly completed the registration process with Vanilr and have been granted a valid username and password.
You agree (i) you will take prudent and reasonable measures to maintain the confidentiality of your account (including your password), and (ii) you will not disclose your username, password, or other account information to any third party. You are solely responsible for maintaining the security of your password and you should frequently change your password to minimize the risk of it being discovered.
You agree that you are solely responsible for all activities that occur using your account and any use of or action taken when you are logged in to the Services, including, but not limited to, any e-mail or content transmitted by you or through use of your login details, whether or not you have expressly authorized such use or not. You shall not, and shall not permit any other person to, access or use the Services except as expressly permitted by this Agreement. A violation or attempted violation of this Agreement by any third party having access to the Services through you or using your username or password will be considered a violation by you, whether or not such access was obtained with your knowledge or consent. You agree to notify Vanilr immediately of any unauthorized use (or attempted use) of your password or account, or any other breach of security or suspicious activity in your account, about which you are aware or reasonably suspect. Vanilr reserves the right to suspend or cancel your password and/or account even without receiving such notice from you, if Vanilr reasonably suspects that it is being used in an unauthorized or in a manner that is inconsistent with applicable laws.
You agree to exercise due caution, good commercial sense and proper judgment in using the Website and the Services.
You agree to access the Website and use the Services for the purposes for which they have been established and otherwise to conduct yourself in a professional and business-like manner when accessing the Website or the Services.
You may use the Website and Services only for lawful purposes and in accordance with this Agreement. You agree that you shall not:
a. use the Website or Services to impersonate any person or entity;
b. use the Website or Services to interfere with or disrupt the Website or the Services, or servers or networks connected thereto, or violate any requirements, procedures, policies or regulations of networks connected to the Website or the Services, including using any device, software or routine to bypass robot exclusion headers in the Website or the Services;
c. sell, resell, assign, share, lease or make the Services, or any portion thereof, available to any third party or otherwise use the Services outside of the scope expressly permitted herein;
d. modify or make derivative works of the Website or the Services or any portion or component (including source code) thereof;
e. create internet “links” to the Website or the Services or “frame” or “mirror” any portions of the Website or the Services in any other website or mobile site, or on any other server or wireless or internet-based device;
f. reverse engineer, disassemble or decompile any component of the Website or the Services or attempt to discover the underlying architecture or algorithms of the Services;
g. use or access the Website or the Services in order to build a competitive product or services;
h. attempt to override or circumvent any of the usage rules embedded in the Website or the Services; and/or
i. otherwise use or access the Website or the Services in any manner that exceeds the scope of use permitted under this Agreement or further any purpose that is not permitted with this Agreement or is otherwise inconsistent with the terms of this Agreement or which may be harmful to Vanilr or any other users of the Website or the Services.
In addition to the foregoing, the following are examples of types of uses of the Website or the Services that are prohibited under this Agreement, and you agree to not access or use the Website or the Services to perform, assist or enable any of the following:
You shall not use the Website or the Services in any way that violates federal, state, local, or international laws, regulations, or other government requirements. This includes, but is not limited to, violations of securities laws, including, but not limited to, regulations of the United States Securities and Exchange Commission or any securities exchange; theft, infringement or violation of patents, copyrights, trademarks, trade secrets, or other types of intellectual property; fraud; forgery; theft or misappropriation of funds or information; violation of export control laws or regulations; encouraging conduct that would constitute a criminal offense or give rise to civil liability; and assisting or permitting any third parties engaged in or attempting to engage in any of the activities described above.
Vanilr reserves the right, upon becoming aware, to report any activity that may reasonably be considered to violate any law or regulation to appropriate law enforcement officials, regulators or other third parties. In order to cooperate with governmental requests into possible violations of laws or regulations, Vanilr may access and disclose to law enforcement officials, regulators or other third parties any information Vanilr considers necessary and appropriate.
You are prohibited from violating, bypassing or circumventing, or attempting to violate bypass or circumvent security measures of the Website or Services. Any such violations may result in criminal and civil proceedings being commenced against you. Examples of prohibited security violations include, but are not limited to: logging into a server or account that you are not authorized to access; accessing data or taking any action to obtain Services not intended for you or your use; attempting to probe, scan, or test the vulnerability of any system, subsystem or network; tampering, hacking, modifying or otherwise corrupting or breaching security or authentication measures without proper authorization; transmitting material that contains viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming code, files, scripts, agents, routines or engines with the intent or effect of damaging, destroying, disrupting or otherwise impairing a computer's functionality or the operation of the system; interfering with, intercepting or expropriating any system, data or information; or interfering with the Website or the Services with respect to any user, host or network including, but not limited to, by means of overloading, "flooding," "mailbombing," or "crashing" any computer system.
The Website and the Services may not be used to transmit communications or any other material that may reasonably be considered to constitute a threat or be of a threatening nature, including, but not limited to, threats of death or physical harm, abuse, discrimination or harassment.
The Website and the Services may not be used for the distribution of offensive materials, including, but not limited to, materials that may reasonably be considered to be libelous, defamatory, discriminatory, obscene, pornographic, indecent, vulgar, or hateful, materials that violate the privacy, publicity or other personal rights of others, or materials that impair the privacy of communications.
Spam is an unacceptable use of the Website and the Services. Spam includes, but is not limited to, any of the following activities: sending any unsolicited e-mail or message that could reasonably be expected, at Vanilr's sole discretion, to provoke complaints; sending any unsolicited e-mail or message without identifying a clear and easy means to be excluded from receiving additional e-mails or messages from the originator; sending any e-mail or message that does not accurately identify the sender, the sender's return address, and the origin.
Other Prohibited Conduct
You agree that when using the Website or the Services, you will not do any of the following: post or upload to the Website or the Services any content containing any solicitation; send or store any infringing information, data or material or any information, data or material that violates any publicity/privacy rights; download any content that you know, or reasonably should know, has not been lawfully posted or otherwise distributed; falsify or delete any author attributions or proprietary or legal notices, use another's password without permission or impersonate another person; or harvest or otherwise collect information about others, including e-mail addresses, without their consent.
Violations of this Agreement may result in a demand by Vanilr for immediate removal of offending content, immediate temporary or permanent filtering, blocked access, suspension or termination of the Services, or other action appropriate to the violation, as determined by Vanilr in its sole and absolute discretion. When feasible and lawful, it is Vanilr's preference to give notice so that violations may be addressed voluntarily. However, Vanilr reserves the right to act without notice in the event of a violation, as determined by Vanilr in its sole and absolute discretion. Vanilr will cooperate with any relevant law enforcement agencies if unlawful activity is suspected. Violators of this Agreement may also be subject to civil or criminal liability under any applicable law.
Any reports regarding breaches or violations of this Agreement shall be directed to Vanilr by sending email to firstname.lastname@example.org. Where possible, all complaints shall include details that would assist Vanilr in investigating and resolving the complaint (i.e. expanded headers and a copy of the offending transmission).
The Website and the Services may include interactive features where you may input, upload, submit, send, receive, display, store, archive or otherwise make available (collectively, “Make Available”) content, materials, data or information of whatever nature or form to or through Website or the Services, whether intentionally or unintentionally (collectively, "User Contributions"). All User Contributions must comply with this Agreement. Any User Contributions you Make Available shall be considered non-proprietary. By Making Available any User Contributions, you hereby grant Vanilr and its licensees, successors and assigns a perpetual, irrevocable, non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use such User Contributions, including without limitation the rights to reproduce, modify, create derivative works from, display, distribute and disclose to third parties any such User Contributions for any purpose.
You understand and agree that you are solely responsible for all User Contributions which you Make Available. You represent and warrant that (i) you own or control all rights in and to such User Contributions and have the right to grant the license granted above, (ii) all such User Contributions comply with this Agreement, and (iii) all such User Contributions are truthful, accurate, not misleading and offered in good faith. Vanilr reserves the right, but does not have any obligation, to monitor User Contributions and to remove information that is unlawful, inappropriate or in violation of the terms of this Agreement. If you submit feedback or suggestions about the Website or the Services, Vanilr may use your feedback or suggestions without any obligation to you (including as to compensation).
Vanilr is not responsible or liable to any third party for the content or accuracy of any User Contributions Made Available by you or any other user of the Website or the Services.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND THE SERVICES AND ALL INFORMATION PRESENTED VIA THE WEBSITE AND THE SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND VANILR HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY NATURE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE WEBSITE OR THE SERVICES AND ALL INFORMATION PRESENTED VIA THE WEBSITE OR THE SERVICES, AND VANILR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, VANILR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION PRESENTED VIA THE WEBSITE OR THE SERVICES; AVAILABILITY, SECURITY OR PERFORMANCE OF THE WEBSITE OR THE SERVICES; EXISTENCE OR ABSENCE OF ANY DEFECTS IN THE WEBSITE OR THE SERVICES; OR COMPATIBILITY OF THE WEBSITE OR THE SERVICES WITH ANY EQUIPMENT OR SOFTWARE.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VANILR OR ANY OF ITS REPRESENTATIVES BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, FOR ANY (A) CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES; (B) YOUR USE OF THE WEBSITE OR THE SERVICES OR ANY IMPAIRMENT, DELAY OR OTHER INTERRUPTION IN THE WEBSITE OR THE SERVICES OR YOUR ABILITY TO USE THE WEBSITE OR THE SERVICES; (C) LOSS OF BUSINESS, REVENUE OR PROFIT, DIMINUTION IN VALUE OR OTHER ECONOMIC LOSS; (D) HARM TO REPUTATION OR BUSINESS GOODWILL; OR (E) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, IN EACH CASE REGARDLESS OF WHETHER VANILR OR ANY ITS REPRESENTATIVES WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
IN NO EVENT SHALL THE TOTAL AND AGGREGATE LIABILITY OF VANILR TO YOU UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS ($100) OR THE TOTAL AMOUNT OF FEES YOU PAID TO VANILR FOR ACCESS TO THE WEBSITE OR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. ALL CLAIMS AGAINST VANILR WITH RESPECT TO ANY LIABILITY RELATED TO THIS AGREEMENT SHALL BE AGGREGATED TO DETERMINE SATISFACTION OF SUCH LIMIT, AND THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT ENLARGE OR EXTEND THE FOREGOING LIMITATION. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
You shall indemnify, defend and hold harmless Vanilr and its affiliates, and each of its and their respective officers, directors, employees, agents, successors and assigns (each, an “Indemnitee”) from and against any and all losses incurred by such Indemnitee in connection with any claim or action by a third party arising out of or relating to any: (i) Content that you upload, post, email, transmit or otherwise make available via the Website or the Services; (ii) your breach of any of your representations, warranties, covenants or obligations under this Agreement; or (iii) negligence or any more culpable act or omission (including recklessness or willful misconduct) by you in connection with this Agreement.
You agree that Vanilr may, with prior written notice, terminate, limit your access to, or suspend your H4 access and access to any of the Services for cause. Cause for such termination, limitation of access, or suspension shall include but not be limited to: (a) any material breach of this Agreement or other incorporated agreements or guidelines; (b) any request by law enforcement or other government agency; (c) unexpected technical or security issues or problems; and (d) your engagement in fraudulent or illegal activities. Further, you agree that all terminations, limitations of access and suspensions for cause shall be made in Vanilr's sole and reasonable judgment and Vanilr shall not be liable to you or any third party for any termination of your account(s) or access to the Services.
You acknowledge and agree that the Website or the Services and all software used in connection with the Website or the Services (the "Software") contain proprietary and confidential information of Vanilr that is protected by applicable intellectual property and other laws. You acknowledge that Vanilr (or its licensors) owns and shall retain all intellectual property rights in and to the Website and the Services (including, without limitation any updates, upgrades, revisions, modifications, enhancements or derivative works thereof). You further acknowledge and agree that content and other information presented to, or received by, you through the Website or the Services may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws, and that all such contents and information are owned by Vanilr and its licensors. Except as expressly permitted by applicable law, or as authorized in writing by Vanilr or the applicable licensor, you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, publicly perform or create derivative works based on the Website or the Services, any such content, or the Software, in whole or in part. You agree not to access the Services by any means other than through the authorized interface for use in accessing the Services. You agree that all of Vanilr's trademarks, trade names, service marks and other Vanilr logos, product and service names and brand features (collectively, the "Vanilr Marks") are trademarks and the property of Vanilr. Without Vanilr's prior express written permission, you agree not to display or use in any manner any of the Vanilr Marks. You shall not remove any copyright, trademark, proprietary rights, disclaimer or warning notice included on or embedded in any part of the Website or the Services.
Vanilr is not a licensed broker, broker-dealer, market maker, investment banker, investment advisor, analyst, agent bank or underwriter. Vanilr does not sell or offer to sell any securities or other investment products and none of the information contained in this Website or the Services constitutes a recommendation, solicitation or offer by Vanilr to buy or sell any securities, futures, options or other financial instruments or provide any investment advice or service. Additionally, the availability of information regarding any securities does not constitute an offer to buy or sell the underlying securities.
Vanilr shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via the Website or the Services (including, but not limited to, the accuracy of any information provided via the Website or the Services and the accuracy of the transcription or transmission of any information from the original information or source document), and shall not be responsible or liable for any trading or investment decisions based on such information.
Vanilr makes no representations or warranties about the availability or legality of the use of the Website or the Services in any jurisdiction where such use would not be permitted.
Entire Agreement. This Agreement shall also constitute the entire agreement between you and Vanilr regarding the Website and the Services. The section headings in this Agreement are for convenience only and have no legal or contractual effect.
Notices. Vanilr may provide you with notices, by email, regular mail, or similar methods regarding the Website or the Services. For all requests and notices regarding the Website or the Services, your communication must be sent via email to email@example.com.
Choice of Law and Forum. You and Vanilr each agree that this Agreement and any dispute arising out of or related to this Agreement shall be governed by the laws of the State of New York without regard to its conflict of law provisions. Any and all legal claims, causes of action or disputes (regardless of theory) arising out of or relating to this Agreement, and in which Vanilr is a party, shall be brought exclusively in the federal courts of the United States or the courts of the State of New York. You and Vanilr agree to submit to the personal jurisdiction of such courts to the exclusion of any other, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts in all matters in which Vanilr is either a plaintiff or defendant. Each party hereto irrevocably waives its rights to a trial by jury.
Waiver and Severability of Terms. The failure of Vanilr or you to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement 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 the other provisions of this Agreement remain in full force and effect.
Statute of Limitations. Each party agrees 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 Website or the Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Image credit: The image of the H4 Marine Chronometer found at hfour.com/#company/name is © National Maritime Museum, Greenwich, London.
Last Updated: 15 September 2017
If you have any questions about the Website or the Services please contact us at firstname.lastname@example.org.