ValStor, A Division of USafe Inc.
THE AGREEMENT CONTAINS IMPORTANT PROVISIONS WHICH GOVERN YOUR USE OF THE WEBSITE AND THE STORAGE SERVICES. THE AGREEMENT CREATES A BINDING LEGAL CONTRACT BETWEEN YOU AND US, AND HAS LEGAL CONSEQUENCES.
FROM TIME TO TIME WE MAY MODIFY THE AGREEMENT, INCLUDING THE AMOUNT OF FEES AND CHARGES PAYABLE BY YOU FOR USE OF THE WEBSITE AND/OR THE STORAGE SERVICES, WITHOUT NOTICE TO YOU OTHER THAN POSTING SUCH MODIFICATIONS ON THE WEBSITE, www.valstor.co/terms. SUCH MODIFICATIONS SHALL BECOME EFFECTIVE UPON POSTING.
THE AGREEMENT CONTAINS (a) DISCLAIMERS OF WARRANTY, (b) A LIMITATION OF OUR LIABILITY (c) AN INDEMNITY BY WHICH YOU AGREE TO INDEMNIFY US AGAINST CERTAIN MATTERS, AND (d) A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
- Definitions. The following terms shall have the meanings set forth below:
- "Administrative Fee" means five percent (5%) of any amount payable by You hereunder, which shall not be paid when and as due pursuant to the Agreement, to cover Our increased administrative cost as a result of such failure to pay.
- "Applicable Law" means any domestic or foreign, federal, state or local statute, law, ordinance, rule, regulation, order, writ, injunction, judgment, decree or other requirement of any governmental authority applicable to any Person or any of its respective properties, assets, officers, directors, employees, consultants or agents, which now is in existence or shall be hereafter adopted.
- "Charges" means without limitation, (a) late fees, interest and other fees and charges in accordance with Our Schedule of Fees and Charges in effect on the date of a monthly statement and (b) all applicable taxes.
- "Comments" means feedback, comments, suggestions, error identifications, or ideas about the Website or Storage Services, including without limitation about how to improve the Website, the Storage Services, or Our other services or products.
- "Delivery Address" means the address of the property designated by You for pick up or delivery of Storage Containers pursuant to Paragraph 4.1. You may not designate any address which is not in Our service areas as a Delivery Address without Our prior written acceptance of such address and satisfactory arrangements have been made for payment of all related charges.
- "Force Majeure Event" means any event outside of Our reasonable control (including but not limited to) acts of God, flood, earthquake, windstorm or other natural disaster; war, armed conflict, terrorist attack, civil war, civil commotion or riots; nuclear, chemical or biological contamination or sonic boom; any law or government order, rule, regulation or direction, or any action taken by a government or public authority; fire, explosion or accidental damage; adverse weather conditions; interruption or failure of any utility service; any labor dispute; non-performance or delay by suppliers or subcontractors; and failure of plant machinery, machinery, vehicles, computers, the Internet or telecommunications.
- “Goods” means the items of personal property that You place into Storage Containers for storage by Us.
- "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights and any other intellectual property and/or property rights which We may now or hereafter own and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction and incorporated in, or used in conjunction with the Website, the Storage Service(s) or Our business.
- "License" means a non-exclusive, limited, non-transferable, revocable license to use the Website for a User's personal, noncommercial use in compliance with the Agreement. We reserve all rights in the Website and in and to Our Content (defined below) not expressly granted to You herein, including all Intellectual Property Rights therein.
- "License Fee" means the monthly fee that We charge for access to and use of the Website and the Storage Services, according to Our Schedule of Fees and Charges in effect when You use the Website or the Storage Services. Our Fee schedule may be modified from time to time and at any time during the Term as provided in Paragraph 2.3 of the Agreement.
- "Mobile Software" means software for accessing the Website via a mobile device which We may make available from time to time for the use of Users. We make no warranty that the Mobile Software will be compatible with Your mobile device.
- "Net Proceeds" means the proceeds of any sale of the contents of a Unit as provided in Paragraph 4.5, following the deduction of all License Fees and storage, late charges, interest and other Charges accrued to Your User Account, together with any and all other like or unlike associated costs reasonably incurred by Us in connection with storing or disposing of such Unit contents, including Our Administrative Fee.
- "Prohibited Goods " means any item of personal property, the storage of which in Our facility is not appropriate in Our sole opinion, including, without limitation, legal documents, securities or cash; precious or semiprecious gems or metals; hazardous, toxic explosive or flammable materials; agricultural goods, plants living or dead organisms; controlled drugs or any substance or material regulated or prohibited by federal, state or local law; antiques; fine art; furs or garments trimmed with fur; firearms, ammunition, fireworks or materials used to create the same or explosives of any kind or nature; items that produce an odor of any kind; items sensitive to variations in temperature or humidity; items of personal or sentimental value to You; perishable items of any nature; used tires; plants, birds, fish, other animals, or any other living thing; illegal substances, or items or substances illegally obtained, combustible or flammable materials, liquids or compressed gases, diesel, petrol, oil, gas, artificial fertilizer or cleaning solvents, chemicals; radioactive materials or biological agents; toxic waste, asbestos or other materials of a dangerous or harmful nature; any other toxic, flammable or hazardous items, or any other item, the possession, usage, or storage of which may detrimentally affect anything outside of Your Storage Container or violate in any way any Applicable Law.
- "Service Area" means the geographic area or areas in which We provide services as provided in Your User Agreement or in Our Schedule of Fees and Charges in effect when a pickup or delivery request shall be made.
- "Storage Container(s)" means the Storage Containers that We supply to You for the packing and storage of Your Goods.
- "Storage Service(s)" means the storage services provided by or on behalf of Us as described in Paragraph 4 below
- "Term" means the term of the Agreement.
- "User" or "Users" means all visitors, users, and others who access the Website or use the Storage Services.
- "User Content" means content that a User submits, posts, displays, or otherwise makes available on the Website, such as profile information, photos of Goods, comments, questions, and other content or information.
- "User Account" means the User account which You create when You accept the Agreement and complete the User Agreement found on the registration page of the Website.
- "Valstor Content" means, the Website and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, trade names, service marks, copyrights, photographs, audio, videos, music, including all Intellectual Property Rights related thereto. Valstor Content and all attendant Intellectual Property Rights are Our exclusive property and that of Our licensors (including other Users who post User Content to the Website). Except as may be specifically provided in the Agreement, nothing herein shall be deemed to create a license in Your favor in or to Our Content.
- "Website" means the website www.valstor.co and any electronic service, on line or off line, now or hereafter provided by Us for the access and use of Users.
- "We", "Our" or "Us" means ValStor, A Division of USafe Inc. an Illinois corporation, and its affiliates, successors and assigns.
- "You" or "Your" means a User. If Your User Account is established on behalf of an entity such as a corporation, limited liability company or limited or general partnership (a) the term "You" includes not only the individual establishing the account, but also such entity, (b) You represent and warrant to Us that You own or control such entity and possess the authority to bind such entity to the Agreement, and that the creation of such Account in fact binds You and the entity and (c) agree that You shall be personally responsible for all License Fees and other charges incurred with respect to such Account.
- Use of The Website AND THE STORAGE SERVICES.
- Eligibility. When You create Your User Account by completing the User Account form posted on the Website or by signing and delivering to Us a hard copy such form (a) You form a binding contract between You and Us; You (b) represent to Us that (i) You are at least 18 years of age and capable of entering into a binding legal agreement and (ii) no prior agreement between You and Us was terminated by Us for reason of nonpayment or other default and (c) You agree to be bound by all the terms and conditions contained herein. Use of the Website is strictly forbidden to Users under 18 years of age or who have had a prior relationship with Us which was terminated as provided in Paragraph (c)(ii) above.
- Nonexclusive License. Subject to the terms, conditions, permissions and restrictions set forth in the Agreement, upon the successful creation of Your User Account We grant to You a License for Your personal use to use:
- The Website and content therein, the Mobile Software and the Storage Services using a conventional web browser such as Internet Explorer or Google Chrome.
- A compiled code copy of the Mobile Software for one User Account on one mobile device owned or leased solely by You.
- User Account. Your User Account gives You access to the Website and the Storage Services. You acknowledge and agree that We may, from time to time, and at any time, during the Term, modify the Agreement and the terms and conditions relating to Your User Account and the Storage Services, and that such modifications become effective immediately upon posting on the Website.
- Definitions. The following terms shall have the meanings set forth below:
By creating Your User Account and posting Your required information, You represent and warrant to Us that (a) all such information is accurate, complete, correct and current, (b) You have all necessary authority to post such information, and (c) such posting does not infringe the Intellectual Property Rights of any other person.
As We are unable to guarantee that unauthorized third parties will not be able to circumvent Our security measures and gain access to or use Your personal information for improper purposes Your personal information is provided at Your sole risk, and We shall have no liability to You or to any other person in the event of any such improper access to, or use of, Your personal information.
You are solely responsible for (a) all activity that occurs on Your User Account, whether or not authorized by You, (b) keeping Your personal information, including the log-in information and password(s) for Your User Account confidential and not sharing the same with anyone, and (c) for notifying Us immediately of any breach of security or unauthorized use of Your User Account.
Moreover, use of another User’s log-in and personal information or account without permission will constitute a violation of the Agreement. We shall have no liability to You for any misappropriation or misuse of Your password, and You agree to indemnify Us against any damages which We may incur as a result of (a) such misappropriation or misuse, or (b) Your wrongful use or the password or other log-in information of another User, whether or authorized by such other User.
In addition to the other authorizations provided in the Agreement, You authorize Us to use Your email address to send to You messages, such as changes to features of the Website and Storage Services and special offers. If You do not wish to receive such email messages, You may opt out or change Your preferences by emailing us at firstname.lastname@example.org.
You grant to Us a perpetual, irrevocable, royalty-free, worldwide, transferable, sub-licensable license to incorporate into the Website or the Service(s) or otherwise use for Our purposes any suggestion, request for modification or enhancement, recommendation or other feedback of any nature and form that We may receive from You by posting to the Website or otherwise.
If You connect to the Website or Your User Account using a third-party service, You grant to Us the permission to access and use Your personal information which resides on, and as permitted, by such service, including the storage and use of Your log-in credentials.
- Valstor's Intellectual Property Rights. We shall be the owner of all right, title and interest in and to the Website and all Intellectual Property Rights associated with the Website, the Storage Services and Our business as now or hereafter carried on, including Our product and service names and logos, used or displayed on the Website or in connection with the Storage service(s), whether registered or unregistered ("Trademarks"). The License granted to You does not transfer to You any ownership right in these Intellectual Property Rights, rather it grants to You only certain rights to use Our Intellectual Property Rights pursuant to the Agreement. The License allows You also to use Our Trademarks for the sole purpose of identifying Yourself as a User, provided that You, now or hereafter claim no right of ownership in them.
- Use of the Website. You agree not to (a) copy, distribute, or disclose any part of the Website in any medium, including without limitation, by any automated or non-automated “scraping”; (b) use any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Website, (c) transmit spam, chain letters, or other unsolicited email; (d) attempt to interfere with, compromise the integrity or security of any of Our systems or decipher any transmissions to or from Our servers; (e) take any action that imposes, or may impose in Our sole opinion, an unreasonable or disproportionately large load on Our servers; (f) upload invalid data, viruses, worms, or other software agents through the Website; (g) collect or harvest any personally identifiable information, including account names, from the Website; (h) use the Website for any commercial solicitation purposes; (i) impersonate another person or otherwise misrepresenting Your affiliation with a person or entity, conducting fraud, hiding or attempting to hide Your identity; (j) interfere with the proper working of the Website; (k) access any content on the Website through any technology or means other than as provided or authorized by the Website; (l) knowingly post, upload, link to, send or store any material that is unlawful, racist, hateful, obscene, discriminatory or contains any virus, malware, Trojan horse, time bomb or other similar harmful software; (m) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software contained on the Website; or (n) bypass the measures We may use to prevent or restrict access to the Website.
- Your User Account.
- Payments. All License Fees and Charges, accrue and are due and payable on the first (1st) day of each calendar month during the Term monthly in advance without demand by Us.
You agree to pay all such amounts by the payment method selected in Your User Agreement. Any amounts not paid when due shall bear interest at the rate of 1.5% per month or the maximum rate allowed by law, whichever is less and shall be subject to Our Administrative Charge.
You agree to pay as liquidated damages (not a penalty) (a) Twenty-five and 00/100 Dollars ($25.00) plus any bank fees incurred by Us for dishonored checks plus (b) Our Administrative Charge.
Acceptance of partial payment by Us shall not constitute a waiver of Our right to full payment, and shall not cure any Default for failure to pay the entire amount due. No restrictive endorsement on any check shall affect any amount owed.
If You have provided Us with credit card information, until You advise us in writing otherwise, You authorize Us to charge Your credit card for all License Fees and Charges payable pursuant to the Agreement.
- Changes. License Fees and Charges shall be subject to change upon no notice to You other than posting on Our Website, www.valstor.co. Modified Charges shall become effective immediately upon such posting on the Website and shall be reflected in Our statement immediately following such posting.
- Earned Fees. You understand and agree that all License Fees and Charges paid by You under the Agreement are deemed to be earned by Us in full upon payment, and that accordingly, You shall receive no refund or exchange for any unused storage time, license or subscription fees for any portion of the Website or Storage Services, content or data associated with Your account, or for anything else in connection with any such termination. There shall be no proration of License Fees or Charges for partial months under any circumstance.
- Security Interest. You hereby grant to Us a contractual lien and security interest on all Goods, including all proceeds thereof, to secure payment of License Fees and Charges and all other amounts due and payable pursuant to the Agreement. We may file any Financing or Continuation Statement or other document necessary in Our opinion to evidence and perfect such rights, and You grant to us a power of attorney to execute any such Financing or Continuation statement on Your behalf.
- Storage Services.
- Our Agreements. Subject to the terms and conditions of the Agreement, including without limitation the payment of all License Fees and Charges payable pursuant to the Agreement, We shall, upon Your request and subject to Our applicable procedures (a) accept delivery to the loading dock at Our facility Storage Containers, and (b) make such Storage Containers available for pick up at such loading dock; (c) deliver one or more empty Storage Containers to the address You designate as the Delivery Address; (d) pick up the Storage Containers that You have packed with Your Goods from Your Delivery Address; (e) transport the Storage Containers packed with Your Goods to a storage facility (chosen at Our discretion) for storage; and (f) return the Storage Containers packed with Your Goods to the Delivery Address.
We will not deliver or return Storage Containers to an address that is not in an active Service Area, unless We otherwise agree to do so in writing. Times given for delivery, collection, and return are only estimates and We shall not be liable for any delay in delivery, collection, or return.
We may cancel or postpone any delivery, collection, or return of Storage Containers in the event that We shall believe, in Our sole discretion, that such action may endanger any of Our employees, agents, contractors or other individual due to (including but not limited to) severe weather conditions or by reason of Our driver having limited access to the Delivery Address.
You acknowledge and agree that We will not be responsible for: (a) dismantling or assembling any Storage Container, system, or furniture (including flat pack); (b) disconnecting, reconnecting, dismantling or reassembling appliances, fixtures, fittings or equipment; (c) sealing Storage Containers provided by You, or (d) packing Goods into Storage Containers. We do not warrant that the storage facility selected by Us for the Storage Containers containing Your Goods shall be a suitable place or means of storage for any particular Goods, including without limitation, any Goods contained in any Storage Container which is stored by Us on Your behalf pursuant to the Agreement.
We may permanently or temporarily terminate or suspend Your access to the Website or Storage Services, without notice and liability to You for any reason, including, if in Our sole determination, You violate any provision of the Agreement, or for no reason. Upon termination for any reason or no reason, You will continue to be bound by the Agreement.
- Your Agreements. You will be solely responsible for:
- In respect of Storage Containers which We pick up or deliver only: (a) obtaining and ensuring that We or Our carrier have such access as may be reasonably required to pick up or deliver any Storage Container(s) and/or provide any of the Storage Services; (b) being present, or ensuring that Your authorized representative is present, during the delivery, pick up, and return of any Storage Container(s); (c) providing Us with Your current contact details and ensuring that such contact details are accurate and up-to-date.
- In respect of all Storage Containers: (a) ensuring that all contents of each Storage Container have been securely packed so as not to cause damage or injury or the likelihood of damage or injury thereto, or to Our property, employees, agents, contractors, business partners, other contents, or other individuals, whether by spreading of dampness, infestation, leakage or the escape of fumes or substances or otherwise; (b) informing Us immediately upon delivery of any damage to the contents of any Storage Container or Your property that occurred during a delivery, collection or return service; (c) no Storage Container contains any Prohibited Goods, and (g) reimbursing Us in full an amount equal to all damages, liabilities, costs, claims and expenses that We may incur as a result of Your use of the Storage Service or any breach by You of the Agreement.
- Storage Containers. We will accept for storage only Storage Containers provided, or approved in advance, by Us. Other containers containing Your Goods are not acceptable and Our drivers will refuse to pick up such containers. In such event, nevertheless, You will be responsible for pickup charges relating to such unacceptable containers according to Our Schedule of Fees and Charges then in effect.
- Your Agreements. You will be solely responsible for:
Our Storage Containers will be provided to You free of charge (a) if picked up by You at Our storage facility, or (b) if delivered to You by Our driver, provided that they are picked up by Our driver within 15 days of delivery to You, and provided, further, that for each Storage Box not so picked up by Our driver, You agree to pay a fee as provided in Our Schedule of Fees and Charges reflecting the cost of the Storage Container and expenses incurred by Us in connection with its delivery to Your selected location.
No Storage Container, when packed, may exceed the maximum weight limit for such style of Storage Container set forth in Our Schedule of Fees and Charges in effect as of the date of delivery.
- Goods. You represent and warrant that You are the owner of, or that You otherwise have the right and authority to store and use, all Goods in accordance with the Agreement.
No Storage Container shall contain any Prohibited Goods. If We: (a) believe, for any reason in Our sole discretion, that any Storage Container may contain Prohibited Goods; (b) are required to do so by local authorities or by court order; or (c) consider it necessary, in Our sole discretion, in an emergency or to prevent injury or damage to persons or property, We, or Our employees and agents may at any time without notifying You open any such Storage Containers to inspect the Goods, without any liability to You.
Without any liability whatsoever to You, We may refuse to store any Goods, or may at any time require You to remove from Our storage facility at Your cost any Goods which, in Our sole discretion, the storage, or continued storage, of such Goods would represent a risk to the safety of any person, the security of the storage site, or any other property stored at the storage site. If You shall fail or refuse to remove any such Goods from Our storage facility within fourteen (14) days following Notice to You, We may, at our sole discretion and without any liability to you, remove such Goods from Our storage facility and dispose of them in such manner as we shall determine is appropriate. You agree to be responsible for and to pay upon demand all fees, costs and other charges which we shall incur in connection with such removal and disposal.
- Our Right to Withhold or Dispose of Contents. We shall have the right to withhold and ultimately dispose of some or all of the Goods contained in Your Storage Container(s) in accordance with this Paragraph if the Agreement shall be terminated by Us if: (a) You fail to make any payment when and as due of any applicable fees or any other payments due under the Agreement or (b) You abandon Your Storage Container(s) or the Goods contained therein.
Upon termination of the Agreement for any reason, We will provide to You written notice requiring You within forty-five (45) days to pay all amounts due and contact Us to arrange for re-delivery or pickup of the Storage Containers. You understand and agree that any Storage Container or Goods which You fail for any reason to remove from Our facility within such forty-five (45) day period following receipt of such notice WILL BE DEEMED CONCLUSIVELY TO HAVE BEEN ABANDONED BY YOU. In such event, We may dispose of some or all of such Storage Containers or Goods by sale or otherwise, as We, in Our discretion elect. The Net Proceeds, if any, which We may receive on account of such disposal of such Storage Containers or Goods will be credited to Your account and We will pay any excess amounts to You, without interest, to Your address then contained in Our records. If the Net Proceeds shall be insufficient to discharge the outstanding License Fees and Charges or any other payments due to Us under the Agreement, including the costs of sale and Our Administrative Fee, You agree to pay to Us any balance outstanding upon receipt of Our written demand thereon. Interest will accrue on such unpaid balance in accordance with the Payment Section above until paid in full.
If, after having made reasonable efforts to do so, We shall be unable to return to You any Net Proceeds, We may retain any such amount for Our own account.
- Modifications. We may, without prior notice, change the Website or Storage Services; stop providing the Website or Storage Services or features of the Website or Storage Services, to You or to Users generally; or create usage limits for the Website or Storage Services. Such modifications to the Agreement and the Storage Services will be effected by posting them to the Website and will become effective upon such posting, without notice to You other than such posting. It is Your responsibility to keep informed of and comply with all such posted modifications, and We shall have no liability for your failure to do so.
- By Valstor. We may terminate the Agreement by written notice to You at any time for any reason, including, without, failure to make any payment when and as required by the Agreement, or for no reason.
- By User. You may terminate the Agreement at any time by requesting the return of all of Your Storage Container(s) in writing and by paying all amounts due to Us, including Charges for preparing such Storage Containers for delivery to You .
- Storage Containers; Contents. Upon termination of the Agreement for any reason You must contact Us promptly to arrange for delivery of Your Storage Containers. If You shall fail to arrange for delivery of all of Your Storage Containers within 45 days following termination of the Agreement for any reason, We may process the contents of such Storage Container(s) in accordance with the provisions of Paragraph 4.5 titled "Our Right to Withhold or Dispose of Contents".
- User Content.
- We claim no ownership in Your User Content posted to the Website. However, by sharing User Content through the Website, You agree to allow others to view, edit, and/or share that User Content as permitted by the Website, Your settings, and the Agreement. We also have the right (but not the obligation) in Our sole discretion to remove any User Content that is provided to or transmitted via the Website.
- By posting any User Content on the Website, You expressly grant, and represent and warrant to Us that You have all rights necessary to grant, to Us a royalty-free, sublicenseable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and Your name, voice, and/or likeness as contained in Your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Website and Our business, including without limitation, for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the Website a non-exclusive license to access Your User Content through the Website, and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Website and under the Agreement.
- You agree not to post User Content that: (a) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to You, to any other person, or to any animal; (b) may create a risk of any other loss or damage to any person or property; (c) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (d) may constitute or contribute to a crime or tort; (e) contains any information or content that We, in Our sole judgment, deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, profane, or otherwise objectionable; (f) contains any information or content that (i) is illegal, (ii) You do not have a right to make available under any law or under contractual or fiduciary relationships; or (iii) You know is not correct and current or (g) violates the rights of any third-party, including without limitation, Intellectual Property Rights or privacy rights. We reserve the right (but are not obligated) to reject and/or remove any User Content that We believe, in Our sole discretion, violates these provisions.
- In connection with Your User Content, You affirm, represent and warrant that: (a) You have the written consent of each and every identifiable natural person in the User Content to use such person’s name or likeness in the manner contemplated by the Website and the Agreement, and each such person has released You from any liability that may arise in relation to such use; (b) Your User Content and Our use thereof as permitted by the Agreement, the Website, and Storage Services will not violate any Applicable Law or infringe any rights of any third party, including but not limited to, Intellectual Property Rights and privacy rights; (c) We may exercise the rights to Your User Content granted under the Agreement without liability for payment of any license or similar fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise; (d) All User Content and other information that You provide to us is authorized, truthful and accurate.
- We assume no responsibility or liability for any content that You or any other User or third party posts or sends over the Website. You shall be solely responsible for Your content and the consequences of posting or publishing it. You understand and agree that You may be exposed to content posted by others that may be inaccurate, objectionable, inappropriate for children, or otherwise unsuited to Your purpose, and You agree that We shall not be liable for any damage You allege to incur as a result of such content.
- Mobile Software.
- You may not: (a) modify, disassemble, decompile or reverse engineer the Mobile Software, except to the extent that such restriction is expressly prohibited by law; (b) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Software to any third party or use the Mobile Software to provide time sharing or similar sites for any third party; (c) make any copy of the Mobile Software; (d) remove, circumvent, disable, damage or otherwise interfere with any feature of the Mobile Software, including, security-related features that prevent or restrict use or copying of any content accessible through the Mobile Software, or features that enforce limitations on use of the Mobile Software; or (e) delete the copyright and other proprietary rights notices on the Mobile Software.
We may from time to time issue upgraded versions of the Mobile Software, and may automatically electronically upgrade the version of the Mobile Software that You may be using on Your mobile device. You consent to such automatic upgrading, and agree that the terms and conditions of the Agreement will apply to all such upgrades. We reserve all rights in the Mobile Software not expressly granted to Users under the Agreement.
Any third-party code that may be incorporated in the Mobile Software is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code. We, or Our third party partners or suppliers, as applicable, retain all right, title, and interest in the Mobile Software (and any copy thereof). Any attempt by You to transfer any of the rights, duties or obligations hereunder, except as expressly provided for in the Agreement, is void.
If Your User Account is being established on behalf of the United States Government, the following provision applies. Use, duplication, or disclosure of the Mobile Software by the U.S. Government is subject to restrictions set forth in the Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable. The Mobile Software originates in the United States, and is subject to United States export laws and regulations. The Mobile Software may not be exported or re-exported to certain countries or those persons or entities prohibited from receiving exports from the United States. In addition, the Mobile Software may be subject to the import and export laws of other countries. You agree to comply with all United States and foreign laws related to use of the Mobile Software and the Website.
- Mobile Software from iTunes. The following applies to any Mobile Software You acquire from the iTunes Store (“iTunes-Sourced Software”): You acknowledge and agree that the Agreement is solely between You and Valstor, not Apple, and that Apple has no responsibility for the iTunes-Sourced Software or content thereof. Your use of the iTunes-Sourced Software must comply with the App Store Terms of Site. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support Sites with respect to the iTunes-Sourced Software. In the event of any failure of the iTunes-Sourced Software to conform to any applicable warranty, You may notify Apple, and Apple will refund the purchase price for the iTunes-Sourced Software to You; to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iTunes-Sourced Software, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by the Agreement and any law applicable to Us as provider of the software. You acknowledge that Apple is not responsible for addressing any claims of You or any third party relating to the iTunes-Sourced Software or Your possession and/or use of the iTunes-Sourced Software, including, but not limited to: (i) product liability claims; (ii) any claim that the iTunes-Sourced Software fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by the Agreement and any law applicable to Us as provider of the software. You acknowledge that, in the event of any third-party claim that the iTunes-Sourced Software or Your possession and use of that iTunes-Sourced Software infringes that third party’s intellectual property rights, We, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement. You and We acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of the Agreement as relates to Your license of the iTunes-Sourced Software, and that, upon Your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as relates to Your license of the iTunes-Sourced Software against You as a third party beneficiary thereof.
- Our Proprietary Rights.
- General. Use of Our Content for any purpose not expressly permitted by the Agreement is strictly prohibited. You are not authorized to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Valstor Content.
- Comments. From time to time, You may choose to submit, or We may invite You to submit Comments. By submitting any Comment, You agree that (a) Your disclosure is gratuitous, unsolicited and without restriction and will create no fiduciary or other obligation to You, and (b) We are free to (i) use such Comments for Our own purposes without any compensation or consideration to You, and/or (ii) disclose such comments to any third party without restriction or obligation to compensate You; (c) acceptance of any Comments submitted by You does not constitute a waiver by Us of any right to use similar or related ideas previously known to Us, developed by Our employees, or obtained from other sources.
- Privacy. You consent to the collection, disclosure, processing, transfer and use of your personally identifiable information and aggregate data.
- DMCA Notice. If You believe any copyrighted work owned by You has been copied in a way that constitutes copyright infringement and is accessible via the Website, please notify Our copyright agent as set forth in the Digital Millennium Copyright Act of 1998 ("DMCA"). In Your notice the DMCA requires the following information must be provided in writing:
1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
2. Identification of the copyrighted work that You claim has been infringed;
3. Identification of the material that is claimed to be infringing and where it is located on the Website;
4. Information reasonably sufficient to permit Valstor to contact You, such as Your address, telephone number, and, e-mail address;
5. A statement that You have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
6. A statement, made under penalty of perjury, that the above information is accurate, and that You are the copyright owner or are authorized to act on behalf of the owner.
The above information must be submitted to the following DMCA Agent:
ValStor, A Division of Usafe Inc.
3900 South Michigan Avenue
Chicago, Illinois 60653
Attn: DMCA Notice
Telephone: _ (773) 496-5248______________________
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.
Please note that this procedure is exclusively for notifying Us and Our affiliates that Your copyrighted material has been infringed. The preceding requirements are intended to comply with Our rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. Please contact an attorney regarding Your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable law, We have adopted a policy of terminating, in appropriate circumstances, the User Account(s) any User who We deem, in Our sole judgment, to be an infringer. We may also in Our sole discretion limit access to the Website and/or terminate the User Account(s) of any User who, or which, We believe has infringed any intellectual property rights of others.
- Indemnity. You agree to indemnify, hold harmless and defend Us and Our subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees through appeal) arising from, or alleged to arise from: (a) Your use of and access to the Website, including any data or content transmitted or received by You; (b) Your use of the Storage Services; (c) a violation by You of any term of the Agreement, including without limitation Your breach of any of the representations and warranties above; (d) Your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (e) Your violation of any applicable law, rule, or regulation; (f) any content that is submitted via Your account; (g) the misappropriation or misuse by You of the password or other log-in information of another User, whether or authorized by such other User, (h) any other party’s access and use of the Website or Storage Services with Your unique username, password or other appropriate security code, or (i) the presence of any Prohibited Goods in, or (j) improper packing of any Storage Container stored by Us on Your behalf.
- No WarrantY. THE WEBSITE AND STORAGE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE WEBSITE AND STORAGE SERVICES IS ENTIRELY AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE AND STORAGE SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR ANY OF OUR EMPLOYEES OR AGENTS OR THROUGH THE WEBSITE OR IN CONNECTION WITH THE STORAGE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WE, OUR SUBSIDIARIES, AFFILIATES, AND LICENSORS DO NOT WARRANT THAT THE VALSTOR CONTENT OR ANY THIRD-PARTY CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE WEBSITE OR STORAGE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE WEBSITE OR STORAGE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DOWNLOADED SOLELY AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE WEBSITE.
WE DO NOT WARRANT, ENDORSE, GUARANTY, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR STORAGE SERVICES OR ANY WEBSITE OR SERVICE HYPERLINKED TO THE WEBSITE, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW EXCLUSIONS AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
- Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS ("OUR PARTIES") BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THE WEBSITE OR STORAGE SERVICES. UNDER NO CIRCUMSTANCES WILL WE BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE WEBSITE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE WEBSITE OR STORAGE SERVICES; (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE; (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY; (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE WEBSITE; AND/OR (G) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL WE OR OUR PARTIES BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO US HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE DATE UPON WHICH THE LAST CAUSE OF ACTION AROSE OR $100.00, WHICHEVER IS LESS.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
IF, IN SPITE OF THE ABOVE LIMITATION OF LIABILITY, WE SHALL BE FOUND TO BE LIABLE TO YOU, OUR LIABILITY SHALL BE LIMITED TO THE LAST MONTHLY LICENSE FEE PAID BY YOU PURSUANT TO THE AGREEMENT, OR $50, WHICHEVER SHALL BE LESS.
The Website is controlled and operated from facilities in the United States. We make no representation that the Website is appropriate or available for use in other locations. Those who access or use the Website from other jurisdictions do so at their own volition and at their sole risk and are solely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Website if You are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Website are solely directed to individuals, companies, or other entities located in the United States.
- BUSINESS FAILURE. If We shall cease operations, We will attempt to make reasonable efforts to return Your Goods to You, but We cannot guarantee if and when such returns may occur, and You agree that We will not be liable for any failure to return Goods in the event of a business failure.
- Governing Law, Arbitration, and Class Action/Jury Trial Waiver.
- Governing Law; Venue.
- Subject to Paragraph 16.2 all disputes, claims or controversies arising out of or relating to the Agreement or the negotiation, validity or performance of the Agreement or the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Illinois without regard to its rules of conflict of laws. Each of the Parties hereby irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the courts of the State of Illinois with venue in the Circuit Court of Cook or County, Illinois, or federal courts located in the Northern District of Illinois (the "Agreed Courts") for any litigation arising out of or relating to the Agreement, or the negotiation, validity or performance of the Agreement, or the transactions contemplated by the Agreement (and agrees not to commence any litigation relating thereto except in the Agreed Courts), waives any objection to the laying of venue of any such litigation in the Agreed Courts and agrees not to plead or claim in any Agreed Court that such litigation brought therein has been brought in any inconvenient forum. Each Party agrees to the service of summons by mail in the same manner as notices may be served hereunder.
- Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of the Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the Agreed Courts for any actions for which We retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of Our Intellectual Property Rights, as set forth in the Arbitration provision below.
- Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. For any claim, disagreement or dispute You may have with Us arising out of or in connection with or relating to the Agreement, or the breach or alleged breach thereof (collectively, "Claim"), You agree first to notify Us at help@Valstor.co and attempt in good faith to resolve the Claim informally. Such notification shall identify facts of the Claim with reasonable specificity and state the relief which You are seeking.
- Governing Law; Venue.
If the Parties shall be unable to resolve any such Claim within sixty (60) days following Your first notification to Us, each Party agrees that the Claim shall be submitted to arbitration as set forth herein (other than any claim by Us for injunctive or other equitable relief, which shall be submitted to the Agreed Courts). Such Claim shall be submitted to and, except as provided herein, resolved by binding arbitration by JAMS, Inc. ("JAMS"), pursuant to JAMS' Optional Expedited Arbitration Procedures then in effect.
If You are using the Website or obtaining the Storage Services for noncommercial purposes, the following applies:
The arbitration will be conducted in Chicago, Illinois, unless the Parties shall agree otherwise. Each Party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules. The award rendered by the arbitrator(s) shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Paragraph shall be deemed as preventing Us from seeking injunctive or other equitable relief from the Agreed Courts as may, in Our sole discretion, be necessary to protect any of Intellectual Property Rights or other proprietary interests.
JAMS may be contacted at www.jamsadr.com and may require You to pay a fee for the initiation of Your case unless You apply for and successfully obtain a fee waiver from JAMS. The award rendered by the arbitrator(s) may include a Party's costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction.
WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED THE WEBSITE OR STORAGE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR(S) MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THE AGREEMENT, YOU AND WE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.
- Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by You and any attempted transfer or assignment by You in violation hereof shall be null and void. We may assign the Agreement without restriction.
- Force Majeure. Any provision contained in the Agreement to the contrary notwithstanding, We shall not be liable or responsible for any damage to or loss of any Goods, or failure to perform, or delay in performance of, any of Our obligations under the Agreement, including without limitation any Storage Services, that shall be caused by a Force Majeure Event.
- Notices. We may provide any notice provided for or required by the Agreement to You by email at Your current email address contained in Our records, by written or hard copy notice at Your address contained in Our records, or by posting on the Website. You may send notice to Us by email at email@example.com___ or by hard copy to:
ValStor, A Division of USafe Inc.
Attn: Customer Support
3900 S. Michigan Ave.
Chicago, IL 60653
You agree to provide Us with notice of all changes in Your contact information so that Our records will remain current and up to date. We shall have no liability for loss or damage incurred by You arising in any way from, or as a result of, Your failure so to notify Us.
- Waiver. Any term or provision of the Agreement may be waived in writing at any time by the Party entitled to the benefit thereof. No failure by Us to enforce any provision hereof shall constitute a waiver of such provision or of any subsequent failure to perform any obligation hereunder.
- Questions. Please contact us at help@Valstor.co with any questions regarding the Agreement.