Terms and Conditions for Visitorlink Websites and Cloud Services

IMPORTANT – PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY WHEN PURCHASING OR ACCESSING THE LISTED SERVICES AND/OR SOFTWARE FROM VISITORLINK, LLC. (“VL”).  These terms and conditions (“Terms”) govern the use and licensing by VL of the following VisitorLink® cloud-based websites and service(s): VisitorLink, VisitorLink Enterprise, and any visitorlink.com website – along with their related downloadable software. Each Service may have additional terms and conditions that are unique to their particular functions and features. You are encouraged to read the Service-specific Terms in Articles VI and VII below before purchasing or accessing any of the Services. BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS, CLICKING THE “SUBMIT” OR “ACCEPT” BUTTONS, USING ANY OF THE SERVICES OR OTHERWISE INDICATING ACCEPTANCE OF THESE TERMS, YOU AND ANY PARTY OR ENTITY THAT YOU ARE USING/PURCHASING THE SERVICE ON BEHALF OF (TOGETHER REFERRED TO AS “YOU” OR “YOUR”), REPRESENT AND WARRANT THAT: (i) YOU ARE AUTHORIZED TO BIND YOURSELF AND ANY OTHER PARTY ON WHOSE BEHALF YOU USE THE SERVICE AND/OR SOFTWARE; AND (ii) YOU AGREE TO BE BOUND BY ALL OF THESE TERMS (INCLUDING THE DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY SECTIONS SET FORTH BELOW) TO THE EXCLUSION OF ANY OTHER RIGHTS AND OBLIGATIONS, SUCH AS ANY RIGHTS, OBLIGATIONS OR OTHER TERMS LISTED ON A PURCHASE ORDER OR THE LIKE YOU MAY PROVIDE VL AND YOU AGREE THAT ANY SUCH RIGHTS, OBLIGATIONS OR OTHER TERMS ARE HEREBY NULL AND VOID. YOU UNDERSTAND AND AGREE THAT WHEN ORDERING OR ACCESSING VL’S SERVICES FROM COUNTRIES LOCATED OUTSIDE OF THE UNITED STATES YOU ARE ENTERING INTO A BINDING CONTRACT WITH VL.  

Article I. Your Data

1.1. Account Data. To use the Services, You must complete and submit an online registration form (the “Registration Form”). As part of this registration process, You agree to: (i) provide certain limited information about Yourself as prompted to do so during the registration process or thereafter by the Service (such information to be current, complete and accurate) and (ii) maintain and update this information as required to keep it current, complete and accurate. The information requested at the time of the original signup shall be referred to as account data (the “Account Data”). VL may have limited access to data that may be stored, created, shared, or displayed through the Service, which shall be used solely for the purpose of delivering the Service. VL’s Privacy Policy (http://www.visitorlink.com/privacy-policy) describes how Account Data may be collected, used and disclosed. You may not register for any Service if You are under 18 years of age. By registering, You represent to VL that You are 18 years of age or older. If VL discovers that any of Your Account Data is inaccurate, incomplete or not current, or if VL determines, in its sole discretion, that You are not an appropriate subscriber or user of the Service, VL may immediately terminate Your right to access, receive, use and license the Service and its related software.

1.2. Personally Identifiable Information. When using certain Service(s) provided by VL hereunder, it may be possible for You to exchange limited personally identifiable information (“PII”) with VL. Your assent to these Terms constitutes an express understanding and agreement that when PII is provided to VL in connection with the Services, through any of the VL websites, or otherwise under these Terms, such PII may be maintained and/or processed in the United States by VL, as VL’s Services, software and website are provided via equipment and other resources located in the United States.

1.3. Service Data. When using the VL Services You may view, collect, transmit, store and or share certain data, information, files, etc. (altogether “Service Data”). VL does not own any Service Data and specifically disclaims any responsibility for any Service Data that You or any other user collects, posts or produces while using the Service. VL agrees that these Terms do not grant VL any ownership rights to Service Data and VL agrees not to access or use any Service Data for any purpose other than to the extent necessary to provide and improve the Service(s) to You. VL does not select or screen Service Data and does not review, test, confirm, approve or verify the accuracy of any Service Data. You are solely responsible for any and all Service Data that You produce, transmit and/or store in the Service. To the extent that any of Your Service Data contains third party information, files or data, it is solely Your responsibility to properly notify or obtain any applicable thirty-party consent.

 Article II. Using Your Account

2.1. License Grant. You must purchase a License to access many of VL’s cloud services.  Through the appropriate product(s) End-User License Agreements, VL may grant You a license to access, use, execute and deploy various Services and their related software for the applicable subscription term subject to the restrictions set forth in these Terms. The Service is owned and operated by VL and provided to You on a subscription basis; VL is not transferring ownership or title to the Service to You.

2.1.1. The Service is made available for download solely for use by You and only according to your End-User Licensing Agreeement (EULA).   In all cases, any reproduction, resale or redistribution of the Service that is not in accordance with these Terms is expressly prohibited, and may result in civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. Any license granted hereunder may not be transferred by You to any third party and is non-exclusive.

2.1.2. You acknowledge that the Services and their related software are proprietary to VL and/or its suppliers and are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws. You may not remove any proprietary notices or labels from any of the Services. You may not alter, modify, redistribute, sell, auction, decompile, reverse engineer, disassemble or otherwise reduce any of the Services to a human-readable form. You may not reproduce, distribute or create any derivative works based on the Services without expressly being authorized in writing to do so by VL. Further, You may not rent, lease, grant a security interest in or otherwise transfer any rights to the Services. All rights not expressly granted in these Terms are reserved to VL and its suppliers.

2.1.3. ANY AND ALL CONTENT ON THE WEBSITES, SOFTWARE AND COMPUTER PROGRAMS ASSOCIATED WITH THE SERVICES ARE PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. EXCEPT AS SPECIFICALLY PERMITTED HEREIN, NO PORTION OF THE INFORMATION OR CONTENT ON SUCH WEBSITES, SOFTWARE AND COMPUTER PROGRAMS MAY BE REPRODUCED IN ANY FORM, OR BY ANY MEANS, WITHOUT PRIOR WRITTEN PERMISSION FROM VL. YOU AND ANY OTHER VISITOR OR USER ARE NOT PERMITTED TO MODIFY, DISTRIBUTE, PUBLISH, TRANSMIT OR CREATE DERIVATIVE WORKS OF ANY MATERIAL FOUND ON SUCH WEBSITES, SOFTWARE AND COMPUTER PROGRAMS FOR ANY PUBLIC OR COMMERCIAL PURPOSE.

2.2. End User Conduct. You are solely responsible for the content of Your computer(s) and Your VL account and any transmissions made when using the Services. Your use of the Services are subject to the Terms of VL’s Acceptable Use Policy.  We recommend you review this policy which may be found at (http://www.visitorlink.com/AUP)

2.3. Account Passwords & Security. Certain Services provided by VL hereunder require You to use an email address to create a username and choose a password for access to Your LogMeIn account (for security purposes, VL recommends choosing a password for the Service that is different from the username and password to Your computer). VL does not send emails asking for a user’s LogMeIn username and/or password or any other username or password. To keep the Service secure, You should keep all usernames and passwords confidential. Access to, and use of, password-protected and/or secure aspects of the Services are restricted to authorized users only. Unauthorized individuals attempting to use any of the Services may be subject to prosecution. You agree to carefully safeguard all of Your passwords. VL does not maintain a database of user passwords so You are solely responsible if You do not maintain the confidentiality of Your passwords and account information. Furthermore, You are solely responsible for any and all activity that occurs under Your account. VL is not liable for any loss incurred by You resulting from another’s use of Your password, account, or public/private key, as may be applicable, either with or without Your knowledge. However, You may be held liable for losses incurred by VL or another party due to another’s use of Your password, account, or public/private key, as may be applicable, either with or without Your knowledge. You agree to immediately notify VL of any unauthorized use of Your account or any other suspected breach of security known to You, including if You believe that Your password and/or account information has been stolen or otherwise compromised.

 Article III.  Payment Terms, Fees and Renewals

3.1. Accepted Methods of Payment:

3.1.1. Payment of Month-to-Month Subscriptions. In the event that Your subscription to a Service is on a monthly basis, payment of the subscription fee must be by preauthorized credit card charge, and Your subscription will automatically renew each calendar month unless You provide VL with written notice of non-renewal during the prior calendar month. You will automatically be charged any applicable monthly subscription fee(s) for each month or partial month that Your month-to-month subscription is in effect.

3.1.2. Payment of Annual Subscriptions:

3.1.2.1. Annual Subscriptions by Credit Card. In the event that Your subscription to the Service is for a year and the initial payment is by credit card, Your subscription will automatically renew at the beginning of each subsequent anniversary year unless You give VL prior written notice of non-renewal at least thirty (30) days prior to the expiration of Your current year subscription.

3.1.2.2. Annual Subscriptions By Invoice. In the event that Your subscription to the Service is for a year and the initial payment is by check or bank draft against an invoice from VL, payment shall be due within thirty (30) days’ of the date of invoice. Additionally, Your subscription will automatically renew at the beginning of each subsequent anniversary year unless You or VL give prior written notice of non-renewal at least thirty (30) days prior to the expiration of the current year subscription.

3.1.3. Free Subscriptions. Notwithstanding the above, Your subscription to any of VL’s free Services does not require the payment of a subscription fee. VL reserves the right, in its sole and absolute discretion, to restrict, limit or terminate the use of “free” or “basic” versions of the Services by any individual, entity or group of entities.

3.2. No Cancellations. Notwithstanding any provision of these Terms or any course of dealing between the parties, You may not cancel, terminate or rescind a subscription during its term. Any and all payments by You to VL for access to the Services are final.

3.3. Credit Card Authorization. In the event that You cancel the credit card provided to VL to pay for the Service or the card expires or is otherwise terminated, You must immediately provide VL with a new valid credit card number. You authorize VL, from time to time, to undertake steps to determine whether the credit card number provided to VL is a valid credit card number. In the event that You do not provide VL with a current valid credit card number with sufficient credit upon request during the effective period of these Terms, You will be in violation of these Terms. You hereby authorize VL to automatically update Your credit card information using software designed for updating purposes.

3.4. Payment Due. Unless otherwise provided for herein, payment of all fees are due and payable to VL without demand, invoicing or notice before the commencement of the subscription period to which those fees apply.

3.5. Taxes. You agree to be responsible for and to pay any applicable sales, personal property, use, VAT, excise, withholding, or any other taxes that may be imposed, based on this license, or the use or possession of a Service, or any software or other product provided under these Terms, excluding any taxes based on net income payable by VL.  If You are exempt from paying any sales, use or other taxes, You must provide VL with appropriate evidence of tax exemption for all relevant jurisdictions.

3.6. Sales, Promotional Offers, Coupons, Credits. Sales, promotions and other special discounted pricing offers are temporary and upon the renewal of Your subscription, any such discounted pricing offers may expire. VL reserves the right to discontinue or modify any coupons, credits, sales and special promotional offers at its sole discretion.

 Article IV. Legal Terms

4.1. Disclaimer of Warranties. Although VL has attempted to provide accurate information with regard to the Service, VL assumes no responsibility for the accuracy or inaccuracy of any information provided. Mention of non-VL products or services is for information purposes only and constitutes neither an endorsement nor a recommendation. Your use of any of the Services is at Your own risk. ALL INFORMATION, DOCUMENTATION AND SERVICES PROVIDED BY VL ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VL EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE. VL MAKES NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY OR ERROR FREE. NOR DOES VL MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, WHETHER MADE BY EMPLOYEES OF VL OR OTHERWISE, WHICH IS NOT CONTAINED IN THIS AGREEMENT, SHALL BE DEEMED TO BE A WARRANTY BY VL FOR ANY PURPOSE, OR GIVE RISE TO ANY LIABILITY OF VL WHATSOEVER.

4.2. Limitations of Damages and Liability.

4.2.1. YOU AGREE THAT THE CONSIDERATION WHICH VL IS RECEIVING HEREUNDER DOES NOT INCLUDE CONSIDERATION FOR ASSUMPTION BY VL OF THE RISK OF YOUR SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES. VL AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES, COSTS OF REPLACEMENT PRODUCTS OR SERVICES, LOSS OR DAMAGE TO INFORMATION OR DATA ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL VL BE LIABLE FOR DAMAGES RESULTING FROM USE OF THE SERVICE, OR RELIANCE ON THE INFORMATION PRESENTED IN CONNECTION WITH THE SERVICE, EVEN IF VL OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE NOT TO ASSERT ANY SUCH CLAIM AGAINST VL OR ITS SUBSIDIARIES OR AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, OR EMPLOYEES.

4.2.2. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. IN NO EVENT SHALL VL’S TOTAL LIABILITY FROM ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT YOU PAID TO VL, IF ANY, FOR THE SERVICE DURING THE 12 MONTHS IMMEDIATELY BEFORE THE CLAIM AROSE. IN THE EVENT THAT APPLICABLE LAW LIMITS THE EXCLUSION OF IMPLIED WARRANTIES OR THE ABOVE LIMITATIONS OF LIABILITY, THE MAXIMUM AMOUNT OF EXCLUSIONS ALLOWED UNDER APPLICABLE LAW SHALL BE APPLIED.

4.2.3. ALL DISCLAIMERS, LIMITATIONS OF WARRANTIES AND DAMAGES, AND CONFIDENTIAL COMMITMENTS SET FORTH IN THESE TERMS OR OTHERWISE EXISTING AT LAW (1) ARE OF THE ESSENCE OF THE AGREEMENT OF THE PARTIES, AND (2) SURVIVE ANY TERMINATION, EXPIRATION OR RESCISSION OF THESE TERMS.

4.3. Indemnification. You are responsible for maintaining the confidentiality of Your account and password(s). You are also responsible for all activities that occur under Your account. Therefore, You agree to indemnify, defend and hold VL and its affiliates, employees, officers, directors, owners, information providers, agents, licensees, licensors (the “Indemnified Parties”) harmless from and against any and all liabilities, claims, costs, including reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any third party demand, claims, action, suit, or loss arising as a result of (a) any breach by You of these terms of use or claims arising from Your account; (b) any fraud or manipulation by You; (c) a third-party claim, action or allegation of infringement based on information, data, files or other content submitted by You; or (d) any claims of credit card fraud based on any information released by You. You agree to use best efforts to cooperate with VL in the defense of any demand, claim, action or suit. VL reserves the right to assume the exclusive defense of any matter subject to indemnification by You at VL’s own expense.

4.4. Right to Terminate. VL may, in its sole discretion, immediately terminate Your subscription, license and right to use the Service if (i) You fail to make timely payments of subscription fees as required for access to Your account or You declare bankruptcy, are involved in any bankruptcy proceedings or are otherwise insolvent; (ii) You breach these Terms; (iii) VL is unable to verify or authenticate any information You provide to VL; or (iv) VL decides, in its sole discretion, to discontinue offering the Service to its users. VL shall not be liable to You or any third party for termination of the Service or Your use of the Service. Upon expiration or termination for any reason, You shall no longer be authorized to use the Service. When Your access to the Service is terminated and/or Your subscription is canceled, You will no longer have access to data and other material that You may have stored in connection with the Service and that material may be deleted by VL. All disclaimers, limitations of warranties and damages, and confidential commitments set forth in these Terms or otherwise existing at law shall survive any termination, expiration or rescission of these Terms.

4.5. Title. Title, ownership rights and intellectual property rights in the Service shall remain with VL or its suppliers, as applicable. The Service is protected by copyright and other intellectual property laws and by international treaties. Title and related rights in the content accessed through the Service is the property of the applicable content owner and is protected by applicable law. The licenses granted under these Terms give You no rights to such content. “VisitorLink,” associated logos, and other names, logos, icons and marks identifying VL’s Services are trademarks or service marks of VL (collectively the “Trademarks”) and may not be used without the prior written permission of VL. All other product names mentioned are used for identification purposes only and may be trademarks or service marks of their respective holders. Nothing should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark without the written permission of VL or such third party that may own the Trademarks. Your use of the Trademarks except as provided in these Terms is strictly prohibited.

4.6. Feedback. VL shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Services any suggestions, ideas, enhancement requests, recommendations or other information provided by You relating to the operation of the Service (“Feedback”).

4.7. Confidentiality. You shall maintain the confidentiality of information that has been, and will continue to be, provided to You by VL in connection with Your use of the Service. You specifically agree to the following confidentiality terms (the “Confidentiality Terms”):

4.7.1. Obligations. You shall (a) maintain in confidence all such information, including but not limited to the Service and its related software, (b) not disclose any such information to anyone except Your employees, agents, and consultants on a need-to-know basis (and who have been informed of and acknowledge their obligation to be bound by these Confidentiality Terms), and (c) not use VL’s confidential information for any purpose other than that for which it is disclosed. All confidential information shall remain the sole property of VL. You shall have no right, title, or interest in or to the confidential information.

4.7.2. Confidential Information. Information considered confidential by VL includes, without limitation, information of VL relating to (a) matters of a technical nature such as trade secret processes or devices, know-how, data, formulas, inventions (whether or not patentable or copyrighted), specifications and characteristics of products or services planned or being developed, and research subjects, methods and results, (b) matters of a business nature such as information about costs, profits, pricing, policies, markets, sales, suppliers, customers, product plans, and business concepts, plans or strategies, (c) matters of a human resources nature such as employment policies and practices, personnel, compensation and employee benefits, (d) other information of a similar nature not generally disclosed by VL to the public or other information You should reasonably believe to be confidential given the circumstances, (e) information concerning Your use of the Service, and (f) the Service itself and its associated software.

4.7.3. Exclusions. The obligations imposed by these Confidentiality Terms shall not apply to any information that (a) is proven by You to have been rightfully received from a third party without accompanying use or disclosure restrictions; (b) is or becomes generally publicly available through no wrongful act of You or any other person or entity with a confidentiality obligation; (c) is already known to You prior to the date of disclosure as evidenced by documentation bearing a date prior to the date of disclosure; (d) is approved for release in writing by an authorized representative of VL; or (e) is required to be disclosed pursuant to a valid court order, duly authorized subpoena, or governmental authority (provided that You shall immediately give VL written notice and an opportunity to contest such required disclosure).

4.7.4. Remedies. The remedy at law for any breach of any of the covenants and agreements set forth in these Confidentiality Terms may be inadequate, so in the event of any such breach or threatened breach, VL shall, in addition to all other remedies which may be available to it at law, be entitled to equitable relief in the form of preliminary and permanent injunctions, without the necessity of proving damages. You further agree that these Confidentiality Terms shall in no way restrict or limit any other remedies VL may have available at law and VL may be entitled to recover the costs, including reasonable attorney’s fees, to enforce its rights under these Confidentiality Terms.

4.7.5. Return of Confidential Information. Upon the written request of VL, You shall return, or certify that You have destroyed, all information disclosed under these Confidentiality Terms and any memoranda, diagrams, or any other documents containing any information disclosed under these Confidentiality Terms.

4.7.6. Enforceability. In the event any one or more of the provisions of these Confidentiality Terms shall be deemed invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

4.7.7. Application. These Confidentiality Terms shall control in lieu of and notwithstanding any proprietary or restrictive legends or statements inconsistent with these Confidentiality Terms that may be associated with any particular information disclosed hereunder.

4.7.8. Surviving Obligations. The confidentiality obligations imposed under these Confidentiality Terms shall survive any termination, expiration, or rescission of these Terms or Your subscription term, as well as continue beyond any time in which You were using the Service.

4.8. Disclaimer of High Risk Activities. The Services are not fault-tolerant and are not designed, manufactured or intended for use or resale as or with on-line control equipment in hazardous environments requiring fail-safe performance, including, but not limited to, equipment used to operate nuclear facilities, aircraft navigation or aircraft communication systems or air traffic control, direct life support machines or weapon systems, in which the failure of the Services could lead directly to death, personal injury or severe physical or environmental damage (“High Risk Activities”). Accordingly, VL and its suppliers specifically disclaim any express or implied warranty of fitness for such High Risk Activities.

4.9. Compliance with Export Laws & Regulations. The Services and their related software are subject to United States Export Administration Regulations. No software or Service may be downloaded, used or exported (i) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan, Syria, or any other country to which the United States has embargoed goods; or (ii) any person or entity on the United States Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Denied Persons List or Entity List, or otherwise designated as prohibited from receiving U.S. exports. By subscribing to the Service or using any of its related software, You represent and warrant that You are not- and are not controlled by – any such person or entity and are not controlled by a national or resident of any such country.

4.10. Force Majeure.  No party shall be liable for any performance failure, delay in performance, or lost data under these Terms (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by: (i) failures of software or other computer programming (other than the Service purchased hereunder); (ii) natural weather events; or (iii) any other causes beyond that party’s reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers; provided that in any such event, as a condition to the claim of non-liability, the party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon.

 Article V. Miscellaneous Contract Terms

5.1. Entire Agreement. These Terms represent the complete agreement concerning the subject matter of the license granted hereunder and Your use of any of the Services. VL may amend these Terms at any time by (i) posting a revised Terms document on or accessible through https://secure.logmein.com and/or (ii) sending information regarding the Terms amendment to the email address You have provided to VL. You are responsible for regularly reviewing the visitorlink.com site to obtain timely notice of such amendments. You manifest intent to accept these amended terms if You continue to use the Service after such amended terms have been posted or sent to You. If You do not agree with any such amended terms You must notify VL during the 30-day period after such amended terms have been posted and at the end of such 30-day period these Terms shall be deemed terminated unless VL agrees to waive such amended terms to which You object.

5.2. Governing Law & Venue. These Terms shall be governed by and construed in accordance with the laws of the state of Colorado and the laws of the United States, without giving effect to any principles of conflict of law. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state or federal courts located in Denver, Colorado, and You hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. The parties specifically disclaim applicability of (i) the United Nations Convention on the Sale of Goods and (ii) any Incoterms.

5.3.   Severability. If any of the provisions of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

5.4. Publicity.  VL shall have the right to identify You as a user of the Service. You agree that VL may use any logo and/or name associated with You on VL’s website and other materials in order to identify You as a VL user.

5.5. Notices. Notices by VL to You may be sent to the email address You provide on the Registration Form or otherwise by any means that VL determines in its sole discretion as likely to come to Your attention. All notices sent by You to VL in connection with these Terms shall be in writing and sent by first class mail or certified mail (receipt being deemed 72 hours after postage and return receipt requested) or personally delivered at the address of VL set forth herein.

5.6. Waiver. You agree not to bring or participate in any class action lawsuit against VL or any of its employees or affiliates. You agree not to bring a claim under these Terms more than two years after the expiration of these Terms. The failure of VL to partially or fully exercise any right shall not prevent the subsequent exercise of such right. The waiver by VL of any breach shall not be deemed a waiver of any subsequent breach of the same or any other term of these Terms. No remedy made available to VL by any of the provisions of these Terms is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to every other remedy available at law or in equity.

5.7. No Exclusivity. You acknowledge and agree that VL is in the business of providing visitor kiosk communication and management solutions and that VL may provide such services to third parties, including any competitors of You, which are the same or similar to the Services provided to You hereunder.

5.8. Assignment. These Terms shall be binding upon and inure to the benefit of the parties and their permitted assigns. Neither party may assign this Agreement, assign its rights or delegate its duties hereunder (whether directly or indirectly, in whole or in part, by operation of law or otherwise), without the prior written consent of the other party, which shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, VL may assign this Agreement, without Your prior written consent in connection with a merger, acquisition, change of control or sale of substantially all of its assets (or any substantially similar transaction). Additionally, VL may assign all or any part of the performance of this Agreement to an Affiliate Entity without Your prior written consent. For the purposes of this section, the term “Affiliate Entity” shall mean any entity that now or in the future controls, is controlled by, or is under common control with VL.

Article VI. Additional Terms for Collaboration and Communication Services

6.1. Collaboration Disclaimer. VL is not responsible for the images/sounds/etc. you may view or experience while viewing another party’s screen, folders, files, etc. VL has no obligation to monitor any information stored on or shared through the Services and is not responsible for the accuracy, appropriateness or legality of any files, posts, links or other information You may be able to share or access while using the Services.