vLES

PLEASE READ THESE TERMS OF USE CAREFULLY BECAUSE THEY DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES

This is the official Terms of Use Agreement ("Agreement") for VLES™, a virtual online community service (the “VLES Service”) accessible at http://www.vles.com (the “VLES Site”) (collectively referred to herein as “VLES”, "we," "us," or "our").  VLES is provided by Viacom International Inc. (the "Parent Company"). This Agreement governs only the content, features, and activities related to VLES and does not cover any other websites for the Parent Company and any of its subsidiaries and affiliates (collectively, “Affiliates”), or any other company, unless specifically stated. 

The VLES Service is an interactive, online virtual reality community environment based on the music scene in the lower East Side of New York City, which enables registered users to, among other things, create and modify virtual reality personas (each an "Avatar"), interact, communicate with and transmit Postings (as defined in Section 9) to other VLES users and their Avatars, navigate through and interact with a virtual reality community environment and obtain and use fictional virtual currency (the "VLE$") to purchase various goods and services made available by or on behalf of the Parent Company and/or its Advertisers, sponsors, business and promotional partners and suppliers.  The VLES Service is accessible from the VLES Site.  On the VLES Site, users will be able to register as registered users, either as individuals or as a band, either as a group or solo artist) (such band or artist, a “Band”).  Registered users other than Bands will be able to create a personal profile page which includes, without limitation, the ability to add other registered users as friends, upload certain Postings, transfer music that has been uploaded by users registered as bands and create playlists.  Bands will share all the same features except such users will have the ability to upload their own music and videos to their profile page.  Content will only be allowed to be uploaded provided such users agree to be bound by the terms and conditions of our User Content Submission Service Agreement [insert link to User Content Submission Service Agreement].

The VLES Service and VLES Site are offered and made available only to users 18 years of age or older who reside in the United States of America, its territories and possessions (“U.S.”).  If you are not yet 18 years old, or do not reside in the U.S., please discontinue using the VLES Service and VLES Site immediately, or if for any reason, you do not agree with all of the terms and conditions contained in this Agreement, please discontinue using VLES immediately because by using or attempting to use the VLES Service and VLES Site, you certify that you are at least 18 years of age and meet any other eligibility and residency requirements of VLES.

These terms and conditions regarding your use of the VLES Service and VLES Site constitute a legally binding agreement between you and VLES and the Parent Company. In this Agreement, the term "VLES" includes all websites and web pages within the VLES Service and the VLES Site and any software and mirror, replacement, substitute or backup websites and web pages that are associated with VLES. By using the VLES Service and VLES Site, you understand, acknowledge and agree that you will abide by the terms of this Agreement and any additional terms that govern certain products and services, which will be presented in conjunction with those products and services ("Additional Terms"), including the User Content Submission Service Agreement which governs your submission of User Content as such term is defined therein and VLES may also provide rules of participation ("Rules") for certain activities and services including, but not without limitation, contests and sweepstakes, award programs, membership clubs, email, and dating services. VLES’s Additional Terms, Privacy Policy and the Rules are hereby incorporated in this Agreement by reference. To the extent that there is a conflict between this Agreement and Additional Terms for the activity in which you choose to participate, the Additional Terms shall govern. To the extent that there is a conflict between this Agreement and the specific Rules for the activity in which you choose to participate, this Agreement shall govern. This Agreement will remain in full force and effect as long as you are a user of the VLES Service or VLES Site and in the event of termination of any membership, service or feature, you will still be bound by your obligations under this Agreement, the Privacy Policy, any Additional Terms or Rules, including any indemnifications, warranties and limitations of liability.

The words "use" or "using" in this Agreement, means any time an individual (a "user"), directly or indirectly, with or without the aid of a machine or device, does or attempts to access, interact with use, display, view, print or copy from VLES, transmit, receive or exchange data or communicate with VLES, or in any way utilizes, benefits, takes advantage of or interacts with any function, service or feature of the VLES Service or VLES Site, for any purpose whatsoever. This Agreement does not cover your rights or responsibilities with respect to third party content or sites or any links that may direct your browser or your connection to third party sites or pages. This is the entire and exclusive Agreement between you and us regarding use of VLES and it cannot be modified, except as specifically described below in Section 2.

1. REGISTRATION

We may require each user to have a unique user name and password combination in order to access and use certain features or functions of VLES and may also, from time to time, provide users with additional codes or passwords necessary to access and use certain features or functions of the VLES Service and VLES Site. Please read our Privacy Policy, which describes the personally identifiable information ("Personal Information") we collect, use, disclose, manage and store. As part of the registration process for the feature or function, you will choose a user name and password (or we may assign an initial password which we will give you the option to change). Your user name and password are personal to you and you may not allow any others to use your user name or password under any circumstances. We are not liable for any harm caused or related to the theft or misappropriation of your user name or password, disclosure of your user name or password, or your authorization of anyone else to use your user name or password. You agree to immediately notify us if you become aware of or believe there is or may have been any unauthorized use of (or activity using) your user name or password or any other need to deactivate your user name or password due to security concerns.
Although use of the VLES Service, the Software (as defined below) and VLES Site are currently made available to you without a fee or charge, we reserve the right to charge for access to or use of the VLES Service, the Software and VLES Site, together with any components, features or functionality thereof at any time in the future, in our sole discretion.

2. MODIFICATIONS

We reserve the right, at any time and from time to time, for any reason in our sole discretion, to change the terms of this Agreement. We will post or display notices of material changes on the VLES Site and we may also e-mail you about these changes. Once we post them on the VLES Site, these changes become effective immediately and if you use the VLES Service or VLES Site after they become effective it will signify your agreement to be bound by the changes. You should check back frequently and review the terms and conditions of this Agreement regularly so you are aware of the most current rights and obligations that apply to you and the terms and conditions of your agreement with us.

3. OWNERSHIP OF INTELLECTUAL PROPERTY

The contents of the VLES Service and VLES Site, including all VLES software (including, without limitation, the application software and user interface required to be installed on your personal computer to access the VLES Service together with all components thereof and all updates, patches, fixes, modifications and enhancements thereto, including releases of new versions, whether provided to you via download, automatically without additional consent or action on your part or otherwise, collectively “Software”), design, text, images, photographs, illustrations, audio and video material, artwork, graphic material, databases, proprietary information and all copyrightable or otherwise legally protected elements of VLES, including, without limitation, the selection, sequence and 'look and feel' and arrangement of items, and all trademarks, service marks and trade names (individually and/or collectively, "Material"), are the property of the Parent Company, and its Affiliates, and any of their successors and assigns, and any of their respective licensors, Advertisers (as defined below), suppliers, and operational service providers and are legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations and treaties. Unless the context clearly requires otherwise or we explicitly say so in writing, the term "VLES" includes "Material" as well. The VLES Service and VLES Site are to be used solely for your noncommercial, non-exclusive, non-assignable, non-transferable and limited personal use and for no other purposes. You must not alter, delete or conceal any copyright or other notices contained on the VLES Service or VLES Site, including notices on any Material you download, transmit, display, print or reproduce from the VLES Service or VLES Site. You shall not, nor will you allow any third party (whether or not for your benefit) to reproduce, modify, create derivative works from, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third party website), or otherwise use, any Material without the express prior written consent of the Parent Company or one of its Affiliates if the Parent Company is not the owner.  Any unauthorized or prohibited use of any Material may subject you to civil liability, criminal prosecution, or both, under applicable federal, state and local laws. We require users to respect our copyrights, trademarks, and other intellectual property rights. We likewise respect the intellectual property of others. On notice, we will act expeditiously to remove content on VLES that infringes the copyright rights of others and will disable the access to VLES and its services of anyone who uses them to repeatedly to infringe the intellectual property rights of others.

We take protection of copyrights, both our own and others, very seriously.  We therefore employ multiple measures to prevent copyright infringement over VLES and to promptly end any infringement that might occur.  If you believe that VLES contains elements that infringe your copyrights in your work, please follow the procedures set forth in our Copyright Compliance Policy.
Subject to your agreement and compliance with this Agreement, we grant to you a limited, personal, non-exclusive, non-transferable and revocable license (without the right to sublicense) to (a) use the Software solely and exclusively in conjunction with the VLES Service and solely for your personal use and (b) copy the Software to the hard disk or other fixed storage medium of any digital processor, computer or network of computers you own or that are under your control. The foregoing rights in and to the Software are the only rights granted to you in connection with this Agreement, and any and all rights not expressly granted to you by the license described above are expressly and fully reserved by us and/or our licensors. Except as specifically provided in this Agreement or for backup or archival purposes specifically permitted by law, you may not use or make any other copies of the Software. You are not permitted to distribute, transmit, sublicense, lease, sell, rent or otherwise transfer the Software to any other person, firm or enterprise, nor are you permitted to tamper with or attempt to bypass, modify, defeat or otherwise circumvent the operation of the Software or alter, adapt, translate, reverse engineer, decompile, disassemble or otherwise attempt to discover or disclose the Software source code or underlying programming or architecture.  In addition, you hereby agree to be bound by the terms of service for the AOL Network located at http://about.aol.com/aolnetwork/terms_use, as one of our operational service providers licenses such technology and incorporates it into the Software.

4. ADVERTISING

From time to time, you may communicate with, receive communications from, be re-directed to, interact with, or participate in or use the services or obtain goods and services of or from, third parties (collectively, the "Advertisers") such as our advertisers, sponsors, or promotional partners as a result of your use of VLES. All such communication, interaction and participation is strictly and solely between you and such Advertisers and we shall not be responsible or liable to you in any way in connection with these activities or transactions (including, without limitation, any representations, warranties, covenants, contracts or other terms or conditions that may exist between you and the Advertiser or any goods or services you may purchase or obtain from any Advertiser).

5. RULES OF CONDUCT

Your use of the VLES Service and VLES Site is subject to all applicable local, state, national laws and regulations and, in some cases, international treaties. You are solely responsible for all activities, acts and omissions that occur in, from, through or under your user name or password. You shall not use, allow, or enable others to use the VLES Service and VLES Site, or knowingly condone use of the VLES Service and VLES Site by others, in any manner that is, attempts to, or is likely to:

• be libelous, defamatory, indecent, vulgar or obscene, pornographic, sexually explicit or sexually suggestive, racially, culturally, or ethnically offensive, harmful, harassing, intimidating, threatening, hateful, objectionable, discriminatory, or abusive, or which may or may appear to impersonate anyone else;
• affect us adversely or reflect negatively on us, VLES, our goodwill, name or reputation or cause duress, distress or discomfort to us or anyone else, or discourage any person, firm or enterprise from using all or any portion, features or functions of VLES, or from advertising, linking or becoming a supplier to us in connection with VLES;
• send or result in the transmission of junk e-mail, chain letters, duplicative or unsolicited messages, or so-called "spamming" and "phishing";
• be used for commercial or business purposes, including, without limitation, advertising, marketing or offering goods or services, whether or not for financial or any other form of compensation or through linking with any other website or web pages;
• transmit, distribute or upload programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horses, spyware, or other potentially harmful programs or other material or information;
• forge any TCP/IP packet header or part of the header information in any email or newsgroup posting for any reason;
• violate any laws, regulations (including, without limitation, laws regarding the transmission of technical data or software exported from the United States), judicial or governmental order, any treaties or violate or infringe upon any intellectual property rights, rights of publicity or privacy, or any other rights of ours or of any other person, firm or enterprise; gain unauthorized access to VLES, other users‘ accounts, names, passwords, personally identifiable information or other computers, websites or pages, connected or linked to VLES or to use VLES in any manner which violates or is inconsistent with the terms and conditions of this Agreement;
• modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of VLES or the rights or use and enjoyment of VLES by any other person, firm or enterprise; or
• collect, obtain, compile, gather, transmit, reproduce, delete, revise, view or display any material or information, whether personally identifiable or not, posted by or concerning any other person, firm or enterprise, in connection with their or your use of VLES, unless you have obtained the express, prior permission of such other person, firm or enterprise to do so.

6. SHOPPING

If we offer e-commerce on the VLES, any e-commerce on VLES is brought to you by MTVN Direct, Inc., an operational service provider and affiliate under this Agreement. If third parties offer e-commerce on VLES, the provisions of our "Hyperlinks to Third Party Sites" section shall apply. All goods and services offered for sale on VLES ("Products") are guaranteed by the manufacturer, licensor or distributor against defects in material and workmanship for 30 days from the date of the invoice. Within that time period, just email webmaster@vles.com and we will coordinate attempting to correct, repair or replace the defective Product or, if applicable, in obtaining a refund for you. We have no responsibility or liability whatsoever for goods or services you may obtain from or through other websites or web pages, even if you were directed or linked to such a site or page through VLES, nor are we responsible for assisting you in correcting any problem you may experience with Products if you do not notify us within the 30 day period noted above or for any goods or services not obtained directly on VLES. You agree that your sole and exclusive remedy and our sole, exclusive and maximum liability arising from or relating in any way to any Product shall be the amount you actually paid us (or our suppliers, operational service providers, or other e-commerce partners) for it. EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT, WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY ARISING FROM OR RELATING IN ANY WAY TO ANY AND ALL PRODUCTS. EXCEPT AS SPECIFICALLY MADE IN WRITING, WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY AND EVERY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY AND ALL PRODUCTS, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.

Products may be purchased while supplies last. If a Product is listed at an incorrect price or with incorrect information, we reserve the right to refuse or cancel orders placed for that Product, whether or not the order has been confirmed and even if your account has been charged (in which event we will issue a credit to your account in the amount of the charge).

Our creation or transmission of an order confirmation does not signify acceptance of your order, nor constitute a binding confirmation of an offer to sell any Product and we reserve the right to accept or decline your order for any reason up until the time the Product is actually delivered to you. We reserve the right at any time, without prior notice, to limit or reduce the quantity you ordered of any Product and we will notify you if we do so. All orders placed over $500.00 (U.S.) must obtain pre-approval with an acceptable method of payment, as established by our credit and authorization policies and practices in effect at the time of your order. We may contact you and require additional information from you before we grant such pre-approval. Products on VLES are offered for sale only to end user customers or as personal gifts to end user customers and not for resale. We do not knowingly accept orders from dealers, exporters, wholesalers, distributors, resellers or other similar persons or companies, and reserve the right to refuse, cancel or seek the return of any Products that are purchased in violation of the foregoing restrictions.

You are responsible for any taxes imposed on the sale or use of Products and applicable taxes will be added to the amount charged for Products purchased on VLES. If an order consists of multiple items, they may be shipped separately depending on availability.

VLE$: The VLES Service currently features the ability to obtain and use VLE$ which are solely redeemable for the purchase of certain virtual goods and services (e.g., clothing for your Avatar) and certain tangible Products that may be made available via the VLES Service from time to time by or on behalf of the Parent Company and/or its Affiliates, Advertisers, sponsors, business and promotional partners and suppliers. We may charge fees for your right to obtain and/or use VLE$ or may distribute VLE$ without charge, in our sole discretion.

You acknowledge and agree that VLE$ are not redeemable for any sum of money and the Parent Company may restrict, regulate, control, modify and/or eliminate your ability to obtain, redeem and/or use VLE$ at any time, in its sole discretion, and that the Parent Company and its Affiliates shall have no liability to you or any third party in connection therewith.  You are responsible for any tax consequences relating to your possession of VLE$.

7. WIRELESS MARKETING SERVICES AND PROMOTIONAL OPPORTUNITIES

VLES may provide users and viewers with the opportunity to register for special promotions, services, news, programming and information delivered via text messaging and other wireless devices such as mobile phones. Users are required to provide their consent to receive such information from VLES, either by registering on VLES or via their wireless device. Such services and promotional opportunities are provided by the Parent Company or Affiliates for VLES. The information requested as part of the online registration process is a user‘s telephone number or a wireless email address, but only if specifically requested, and the carrier's name. Optional information may be requested for specific promotions, such as a user's preferences regarding goods or services, choices of music or artists, or other similar survey information. Depending on the promotion, we may also collect an Internet email address or other information and, depending on the information collected, the user may also be required to confirm his or her agreement to this Agreement, including, without limitation, our Privacy Policy.

Users that register for VLES’s wireless marketing services acknowledge, understand and agree that they will be charged by the user‘s wireless carrier for all messages sent to the user from VLES. Standard messaging rates will apply, unless noted otherwise. Under no circumstances will VLES, the Parent Company or any Affiliates be responsible for any wireless email or text messaging charges incurred by a user or by a person that has access to a user‘s wireless device, telephone number, or email address.

A user understands, acknowledges and agrees that VLES may, at its sole discretion and without liability to any user, terminate its offer of any specific wireless marketing service or all wireless marketing services at any time without advance notice. VLES may provide notice of terminations or changes in services on VLES.

8. VIRAL FEATURES

There may be portions of VLES, content, functionality or features (e.g, digital streaming media player(s)) ("Viral Features") that we make available to users for your personal use.  While we can obviously change how, to whom and to what extent we make these Viral Features available at any time without any notice and in our sole discretion, so long as they are available to you, whenever you visit the VLES Service or VLES Site or take advantage of any of these Viral Features (whether you use these Viral Features on your own personal or customized web pages, whether they are displayed or appear embedded or housed within a web page or website of anyone else, whether a commercial website or web page, an advertisement, promotional message or even a personalized or customized web page of a friend or through any device that can access any of these Viral Features) you are bound by the applicable provisions of this Agreement and our Privacy Policy

9. POSTINGS

Your comments, suggestions and information are important to us.  Portions of VLES may provide you and other users an opportunity to participate in forum services, blogs, web communities and other message and communication facilities (“Communities”) and may provide you with the opportunity, through such Communities or otherwise, to submit, post, display, transmit and/or exchange (a) information, ideas, opinions, messages or other information (“Post” or “Postings”) and (b) User Content (as defined in the User Content Submission Agreement), your submission of which is also governed by the terms and conditions therein, and considered a Posting for purposes of this Agreement.  You understand, acknowledge and agree that such Postings are the sole responsibility of the person from which such Postings originated. This means that you are solely and entirely responsible for the consequences of all Postings that you upload, post, email, transmit or otherwise make available via VLES.  Postings do not reflect the views of VLES, the Parent Company or the Affiliates.  We reserve the right to monitor, edit or screen any Postings.  If we determine, in our sole discretion and judgment, that any Posting does or may violate any of the terms of this Agreement, we reserve the right, at any time and without limiting any and all other rights we may have under this Agreement, at law or in equity, to: (a) refuse to allow you to Post; (b) remove and delete Postings; (c) revoke your right to use the VLES Service and VLES Site; and/or (d) use any technological, legal, operational or other means available to us to enforce the provisions of this Agreement, including, without limitation, blocking specific IP addresses or deactivating your registration on VLES.

If a Posting originates from you or your account, you hereby agree that: (a) you specifically authorize VLES, the Parent Company and the Affiliates to use such Posting in whole or in part, throughout the universe, in perpetuity in or on any and all media, now known or hereafter devised, and alone or together or as part of other information, content and/or material of any kind or nature; (b) you represent and warrant that (i) the Posting is original to you and/or fully cleared for use as contemplated herein, (ii) the Posting does and will not, in any way, violate or breach any of the terms of this Agreement, (iii) the Posting does not contain libelous, tortious, or otherwise unlawful information, infringe or violate any copyright or other right, or contain any matter the publication or sale of which will violate any federal or state statute or regulation, (iv) the Posting is not obscene or in any other manner unlawful, (v) the Posting shall not be injurious to the health of the user, and (vi) we shall not be required to pay or incur any sums to any person or entity as a result of our use or exploitation of the Posting and (c) if your Posting incorporates the name, logo, brand, service or trademark, voice, likeness or image of any person, firm or enterprise, you specifically represent and warrant that (i) you have the right to grant VLES, the Parent Company and the Affiliates the right to use all such Postings as described above, (ii) the Posting was produced in compliance with all applicable laws and regulations and (iii) for any User Content that contains original videos, you will comply with any applicable identification verification and record-keeping requirements, and  you will secure and maintain the requisite personal information and identification documentation for all individuals who appear in any such original videos, as may be required by law and/or otherwise requested or required by us in connection with our corporate compliance policies and practices, which includes (y) individual’s full legal name, current address, date of birth and (z) a legible photocopy of a valid government-issued identification document (e.g., a U.S. passport, state driver’s license or valid photo ID card) to verify the individual’s identity. With the submission of each such Posting, you must deliver a full and complete set of such identification verification records to us, as well as a legible photocopy of your valid driver’s license, passport or other acceptable government-issued photo identification for our verification and record-keeping purposes.  In addition, you specifically acknowledge and agree to abide by our policies regarding governmental certification procedures relating to the foregoing identification verification and record-keeping procedures and, if applicable, you will promptly comply with any specific requests or directions we give you in connection with Postings you submit that may be subject to these requirements.

You understand, acknowledge and agree that we have the right to delete, re-format and/or change your Postings in any manner that we may determine (although you will not be responsible for any such changes made). The amount of storage space on the VLES Service and VLES Site per user is limited. Some Postings may not be processed due to space constraints or outbound message limitations. You understand, acknowledge and agree that we assume no responsibility for deletion of Postings or any failure to store, receive or deliver Postings in a timely manner or any other matter relating to Postings. Posting is for noncommercial purposes only and you may not Post in any manner which does or is intended to promote or generate revenue for any business enterprise or commercial activity.

If you believe that any content on the VLES Service or VLES Site (including, without limitation, Postings) violates any of the terms of this Agreement, please click here to send us a message about it unless you believe that VLES contains elements that infringe your copyrights, in which case please follow the procedures set forth in our Copyright Compliance Policy. We cannot guarantee that we will respond to your message and we reserve the right to take or refrain from taking any or all steps available to us once we receive any such message.

10. CONTESTS, SWEEPSTAKES, AUCTIONS AND PROMOTIONS

From time to time, the Parent Company, the Affiliates or VLES's operational service providers, suppliers, and Advertisers, may conduct promotions on or through VLES, including, without limitation, auctions, contests and sweepstakes ("Promotions"). Each Promotion may have Additional Terms and/or Rules which will be posted or otherwise made available to you and, for purposes of each Promotion, will be deemed incorporated into and form a part of this Agreement.

11. PODCASTING

VLES may provide podcasts ("Podcasts") consisting of selected audio content from VLES that is provided over the Internet using an XML feed and an associated audio file so that the audio file may be downloaded and played from a user's computer or transferred to a portable listening device. Certain software and hardware is required for users to download and play Podcasts.

Podcasts are protected by United States Federal and State laws, and applicable foreign laws, regulations and treaties, and all rights in and to the Podcasts are reserved to VLES or the content provider. Podcasts are available for personal, noncommercial use only and you may download, copy and/or transfer to a portable listening device or a computer the Podcasts for your personal, non-commercial use only. You shall not, nor will you allow any third party to reproduce, modify, create derivative works of, display, perform, publish, distribute, disseminate, broadcast or circulate to any third party, or otherwise use any Podcasts except as expressly authorized in this Section 11.

By your access to and use of Podcasts, you understand, acknowledge and agree that VLES, the Parent Company and the Affiliates do not warrant that its podcasting service will operate on all user equipment. Please see our "Disclaimer and Limitations of Liability" section for further details.

12. HYPERLINKS TO THIRD PARTY SITES

The appearance, availability, or your use of URLs or hyperlinks referenced or included anywhere on the VLES Service or VLES Site or any other form of link or re-direction of your connection to, with or through VLES, does not constitute an endorsement by, nor does it incur any obligation, responsibility or liability on the part of VLES, the Parent Company or any of the Affiliates, any of their successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, Advertisers, suppliers, and operational service providers. We do not verify, endorse, or have any responsibility for, any such third party sites, their business practices (including their privacy policies), or any goods or services associated with or obtained in connection with any such site, whether VLES’s, the Parent Company’s or any of the Affiliates’ logo or sponsorship identification is on the third party site as part of a co-branding or promotional arrangement. If any third party site obtains or collects Personal Information from you, in no event shall we assume or have any responsibility or liability. Please read our Privacy Policy, which describes how we collect and use your Personal Information and co-branding relationships.

13. DEACTIVATION/TERMINATION OF YOUR REGISTRATION OR USE

If you are registered to use VLES, you may deactivate your account on the VLES Site, at any time and for any reason, by clicking on the “ACCOUNT SETTINGS” tab on your profile page on the VLES Site and then clicking the cancel account option  We may terminate your use of and registration on VLES, at any time and for any reason, with or without cause, without prior notice to you and without any liability or further obligation of any kind whatsoever to you or any other party.

14. MACHINIMA/SNAPSHOTS

To the extent that it has the right to do so, the Parent Company hereby grants to you a nonexclusive, non-assignable, non-sublicensable, revocable, royalty-free license to copy or clip digital images and record video clips of the VLES Service from your computer screen while you are in VLES and save those digital images and/or video clips (“Machinima Content”), solely for the purposes of uploading Machinima Content to the VLES Site or the VLES Service or otherwise for your personal, non-commercial use, all in compliance with all applicable laws, rules and regulations and the terms and conditions of this VLES Terms of Use.  You acknowledge, understand and agree that the contents of the VLES Service, including, without limitation, any and all Material contained in any and all Machinima Content, are owned or controlled by the Parent Company, its Affiliates, and any of their successors and assigns, and any of their respective licensors, Advertisers, suppliers, and operational service providers and are legally protected, without limitation, under U.S. Federal and State, as well as applicable foreign laws, regulations and treaties. 

You shall not create, display, integrate or otherwise make available any Machinima Content on any website, web page or via any other electronic medium that (a) includes editorial components contained in the applicable Machinima Content, whether presented as an aggregated destination website or web page (e.g., “VLES Highlights”, etc.) or otherwise, (b) feature, or are otherwise thematically based upon, any of Parent Company’s television programming services (e.g., a “show” page for Laguna Beach) or bands/artists featured on VLES, (c) appears, in Parent Company’s sole discretion, to recreate or duplicate a material portion of any end user experience provided via any websites or online programming service owned or controlled by Parent Company or its Affiliates or (d) otherwise materially and adversely affects the Parent Company’s and/or its Affiliates’ respective brands, businesses, reputation or goodwill.  Parent Company may, in its sole discretion and at any time for any reason, demand that you take down, remove, suspend or cease display of any Machinima Content and revoke your right to use same, together with any Materials associated therewith and you shall comply with any such demand.

15. ADS AND MALWARE

We take great care and pride in creating VLES.  We are always on the lookout for technical glitches that effect how VLES works. When we find them on our end, we will fix them. Unfortunately, your home computer may cause some glitches that effect how you see VLES -- and that is beyond our control. 

If you experience any unusual behavior, content or ads on the VMTV Site, it may be the result of Malware on your computer.  Malware -- short for MALicious softWARE -- is a term used to broadly classify a form of software which is installed in a computer system with malicious intentions, usually without the owner’s knowledge or permission. Malware includes computer viruses, key loggers, malicious active content, rogue programs and dialers, among others.  While we continuously work closely with our partners to ensure that everything on the VLES Site is working properly, sometimes Malware programs on your personal computer may interfere with your experience on our VLES and on other sites that you visit.

We suggest that you take some of the following actions which may help to clean your computer and which could prevent future installations of Malware.

* Update your computer via Windows Update (found in the Tools menu in your Internet Explorer web browser).

* Install a SpyWare Removal Tool such as Spybot Search and Destroy or AdAware to clean your computer of Malware.

* Install antivirus software, such as Norton anti-virus or McAfee Virus-shield.

* Install Microsoft Defender (for Windows computers).

Please note that we cannot be responsible for the effects of any third-party software including Malware on your computer system.  Please make sure to carefully read the Help or Customer Support areas of any software download site.

If you do discover any Malware on your system, we also suggest you speak with a qualified computer technician. 

If, after taking the above actions, you are still experiencing any problems, please feel free to contact us at support@vlb.there.com.

16. DISCLAIMER AND LIMITATIONS OF LIABILITY

THE VLES SERVICE AND VLES SITE, AND ALL MATERIALS, PRODUCTS AND POSTINGS ARE MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, OR ANY GUARANTY OR ASSURANCE THE VLES SERVICE OR VLES SITE WILL BE AVAILABLE FOR USE, OR THAT ALL PRODUCTS, FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED. Without limiting the foregoing, we are not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of VLES. You understand, acknowledge and agree that you are assuming the entire risk as to the quality, accuracy, performance, timeliness, adequacy, completeness, correctness, authenticity, security and validity of any and all features and functions of the VLES Service and VLES Site, including, without limitation, Postings and Materials associated with your use of the VLES Service and VLES Site.

YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMISSIBLE BY LAW, VLES, THE PARENT COMPANY, ANY OF ITS AFFILIATES, OR THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, OPERATIONAL SERVICE PROVIDERS, ADVERTISERS, OR SUPPLIERS, SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE, OF ANY KIND, DIRECT OR INDIRECT, IN CONNECTION WITH OR ARISING FROM USE OF VLES OR FROM THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES.

Notwithstanding any claim that a sole or exclusive remedy which is provided in this Agreement may or does fail of its essential purpose, you specifically acknowledge and agree that your sole and exclusive remedy for any loss or damage shall be to have the Parent Companies, upon written notice from you to us, attempt to repair, correct or replace any deficient goods or services under this Agreement and, if repair, correction or replacement is not reasonably commercially practicable for the Parent Company or its Affiliates, to refund any monies actually paid by you for the Products involved and to terminate and discontinue your use of VLES. You further understand and acknowledge the capacity of VLES, in the aggregate and for each user, is limited. Consequently some messages and transmissions may not be processed in a timely fashion or at all, and some features or functions may be restricted or delayed or become completely inoperable. As a result, you acknowledge and agree that the Parent Company and its Affiliates assume no liability, responsibility or obligation to transmit, process, store, receive or deliver transactions or Postings or for any failure or delay associated with any Postings and you are hereby expressly advised not to rely upon the timeliness or performance of VLES for any transactions or Postings. Some jurisdictions do not allow for the exclusion of certain warranties or certain limitations on damages and remedies, accordingly some of the exclusions and limitations described in this Agreement may not apply to you.

 

17. INDEMNIFICATION

You agree to indemnify, defend and hold VLES, the Parent Company, and any of its Affiliates, or any of their successors and assigns, and any of their respective officers, directors, employees, agents, representatives, licensors, Advertisers, suppliers, and operational service providers harmless from and against any and all claims, actions, losses, expenses, damages and costs (including reasonable attorneys‘ fees), resulting from any breach or violation of this Agreement by you, or public posting of your Postings.

The Parent Company reserves the right to assume, at its sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with the Parent Company in the defense of any such claim, action, settlement or compromise negotiations, as requested by the Parent Company.

18. PRIVACY

We respect your privacy and the use and protection of your Personal Information. Please see our Privacy Policy for important information and disclosures relating to the collection and use of your Personal Information in connection with your use of the VLES Service and VLES Site.

19. LAW THAT APPLIES TO THIS AGREEMENT; MISCELLANEOUS TERMS

This Agreement, together with any Additional Terms, Rules, our Privacy Policy and any other regulations, procedures and policies which we refer to and which are hereby incorporated by reference, contains the entire understanding and agreement between you and VLES and supersedes any and all prior or inconsistent understandings relating to VLES and your use of the VLES Service and VLES Site. This Agreement cannot be changed or terminated orally. If any provision of this Agreement is held to be illegal, invalid or unenforceable, this will not affect any other provisions and the Agreement will be deemed amended to the extent necessary to make it legal, valid and enforceable. Any provision which must survive in order to allow us to enforce its meaning shall survive the termination of this Agreement; however, no action arising out of this Agreement or your use of the VLES Service and VLES Site, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).

This Agreement and your use of the VLES Service and VLES Site is governed by, construed and enforced in accordance with the internal substantive laws of the State of New York (notwithstanding the State’s conflict of laws provisions) applicable to contracts made, executed and wholly performed in New York, and, for the purposes of any and all legal or equitable actions, you specifically agree and submit to the exclusive jurisdiction and venue of the State and Federal Courts situated in the State and County of New York and agree you will not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens or otherwise. To the extent it may be applicable, you agree to opt out from and expressly exclude any applicability of the Uniform Computer Information Transactions Act. IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THIS AGREEMENT, YOUR USE OF THE VLES SERVICE AND VLES SITE OR WITH RESPECT TO THE SUBJECT MATTER HEREOF, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY.

This Terms of Use Agreement was last modified on April 28, 2008 and is effective immediately.

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