TERMS AND CONDITIONS OF SERVICE AGREEMENT
Terms and conditions governing your use of the Virginia Housing and Community Development Corporation (VHCDC) website, MBE Capital Call™ website, MBE Capital Connect™ website, MBE Empowerment Fund™ website, MBE University™ website, MBE Venture Weekend™ website, Venture Fridays!™ website and related programs and services(s), collectively referred to as the "Service":
A. You are responsible for the content and accuracy of all content and other information submitted by you to Virginia Housing and Community Development Corporation d/b/a VHCDC, CapCon™, MBE Capital Call™, MBE Capital Connect™, MBE Empowerment Fund™, MBE University™, MBE Venture Weekend™, and Venture Fridays!™ regardless of the method of submission or entered into the Service (the "Submitted Materials"). Because of the volume of information and copy submitted, VHCDC cannot be responsible for verifying or not verifying facts contained in Submitted Materials. All Submitted Materials must be appropriate for the audeience(s) serviced by VHCDC and the Service.
B. VHCDC reserves the right (i) to reject or edit Submitted Materials, provided that substantive edits to the Submitted Materials will not be done without your consent; and (ii) to remove any content from its web site(s), pull any advertisement or listing or deny approval to any advertisement or listing. VHCDC can only remove Submitted Materials from its network, and VHCDC makes no representation or warranty regarding the removal of Submitted Materials from sites outside the VHCDC network or beyond its control.
C. VHCDC endeavors to display Submitted Materials promptly and accurately. Any inadvertent errors by VHCDC will be corrected promptly upon discovery, without additional charge, and such obligation to correct shall constitute the sole liability of VHCDC in this regard. If Submitted Material is not displayed within 30 days of the earlier of the (i) date on which you enter such material or (ii) pay for the Service (even if you have not yet entered Submitted Material) for reasons other than a delay caused solely by VHCDC, then VHCDC's service to you concerning such Submitted Material and/or payment shall be considered complete, and VHCDC shall have no further obligation to you regarding such Submitted Material or in relation to such payment.
D. All Submitted Materials transmitted by VHCDC must contain a user-supplied contact name, phone number and e-mail address that may be verified by VHCDC.
E. You agree to use the Service for its intended purpose and not for any illicit purposes including, but not limited to, the reverse engineering of the site and/or its processes and the inclusion of such processes or services in a derivative service. You shall not query, spider or access any VHCDC systems with the express written consent of VHCDC.
2. Suspension, Termination
VHCDC may suspend or terminate your account at any time at its discretion. Notwithstanding the foregoing, if your account becomes delinquent or you breach any material term or condition herein, then, in addition to any of its other rights or remedies, VHCDC reserves the right to suspend or terminate your access to the Service, without liability to you.
A. You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. All payment obligations are noncancelable and all amounts paid are nonrefundable. You must provide VHCDC with valid credit or debit card information to use the Service. VHCDC reserves the right to modify its fees and charges and to introduce new charges at any time.
B. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on VHCDC's income. If you believe your bill is incorrect, you must contact us in writing within 60 days at the following address: Virginia Housing and Community Development Corporation, 445 N. Main St., #1574 Suffolk, VA 23439.
C. You agree to provide VHCDC with complete and accurate billing and contact information. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, VHCDC reserves the right to terminate your access to the Service in addition to any other legal remedies.
D. Unless otherwise agreed to by VHCDC, amounts will be billed in U.S. dollars.
4. Warranties; Limitation of Liability
A. You represent and warrant to VHCDC that (i) you have the right to deliver the Submitted Materials to VHCDC, (ii) you will comply with all applicable laws, rules and regulations, including but not limited to the Children's Online Privacy Protection Act of 1998 and laws relating to “spam”, (iii) Submitted Materials will not contain any content that is obscene, libelous, slanderous or otherwise defamatory, false or misleading or which violates any copyright, right of privacy or publicity or other right of any person; and (iv) Submitted Materials will not contain any viruses, scripts, macros, or programs or links to macros, scripts, programs, or any code that alters, destroys, infiltrates or inhibits the operation of computer systems including, but not limited to the Service or data stored within such computer systems including, but not limited to the Service.
B. VHCDC MAKES NO WARRANTIES, EXPRESS OR IMPLIED (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND TITLE, AND ANY AND ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE), REGARDING THE SERVICE. VHCDC DOES NOT WARRANT OR REPRESENT THAT THE SERVICE WILL BE FREE FROM ERRORS, INCLUDING OMISSIONS, INTERRUPTIONS, DELAYS, LOSSES OR DEFECTS, WHETHER HUMAN OR MECHANICAL.
C. VHCDC’s entire liability for damages for any claims arising under or in connection with your use of the Service, regardless of the cause of action, whether in contract or in tort (including without limitation, breach of warranty and negligence claims) shall be limited to your actual direct damages, not to exceed the amounts actually paid by you for your use of the Service during the twelve months immediately preceding the month in which the cause of action arose. IN NO EVENT SHALL VHCDC HAVE ANY LIABILITY TO YOU FOR ANY CLAIMS OR DEMANDS OF THIRD PARTIES OR ANY LOST PROFITS, LOSS OF BUSINESS, LOSS OF USE, LOST SAVINGS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
A. VHCDC will indemnify (“Indemnitor”) and hold you (“Indemnitee”) harmless against any claim or demand by a third party, including without limitation reasonable attorney’s fees, alleging that the Service infringes any intellectual property right under the laws of the United States of a third party. This indemnification does not cover third party claims arising from: (i) modifications to the Service by anyone other than VHCDC or its authorized agents and contractors; (ii) use of the Service by you in combination with other software or equipment not authorized by VHCDC where the Service, if not so used, would not be infringing; or (iii) your failure to use the Service in accordance with these terms and conditions.
B. You shall indemnify (“Indemnitor”) and hold harmless VHCDC (“Indemnitee”) and its third party vendors, from and against any and all claims, losses, damages, liabilities, costs and expenses (including reasonable attorney's fees) arising out of or relating to any breach by you of any representations and/or warranties contained herein or otherwise arising out of or relating to the Submitted Materials.
C. Indemnification is conditioned upon the following: (i) the Indemnitee promptly notifying the Indemnitor of any claim; (ii) the Indemnitor having sole control of the defense and all related settlement negotiations; and (iii) the Indemnitee cooperating, at the Indemnitor’s expense, in the defense and furnishing the Indemnitor with all related evidence in its control.
D. If a claim regarding the Service and alleging infringement is brought or is likely, in VHCDC’s sole opinion, to be brought, VHCDC may, at its sole option and expense (i) obtain the right for you to continue using the Service; (ii) replace or modify the Service so that it becomes non-infringing; or (iii) upon notice to you, terminate your use of the Service or any portion thereof, provided that Virginia Housing and Community Development Corporation promptly refunds to you the prorated portion of any pre-paid fees paid hereunder.
A. VHCDC facilities are governed by Federal and State regulations.
B. MBE Capital Call™, MBE Capital Connect™, MBE Empowerment Fund™, MBE University™, MBE Venture Weekend™, Venture Fridays!™, and VHCDC.org are trademarks or registered trademarks of Virginia Housing and Community Development Corporation, and no right or license is granted to use them. Certain content available through and used to operate the Service is protected by copyright, trademark, patent, or other proprietary rights of VHCDC and its affiliates, licensors, and/or service providers. You shall not (i) use any of the trademarks, service marks, logos or other content accessible through the Service other than as set forth herein or as approved by VHCDC; or (ii) modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available by VHCDC in connection with the Service. All rights not expressly granted to you herein are reserved by Virginia Housing and Community Development Corporation.
C. You shall not hold yourself out as in any way as sponsored by, affiliated with, or endorsed by Virginia Housing and Community Development Corporation or its subsidiaries or affiliates. You agree not to (i) defame or disparage VHCDC, its trademarks or service marks, or the Service; or (ii) adapt, translate, modify, decompile, disassemble, or reverse engineer the Service or any software or programs used in connection with the Service.
D. You consent to receive communications from VHCDC concerning the Service electronically by email to the email address you provided in connection with your account. You also consent to receive communications by telephone or by postal mail sent to the postal address you provided in connection with your account. You may change the email or postal address to which VHCDC sends communications by changing your address on the Service or by notifying VHCDC in writing (which may be by email).
E. By registering for the Service or submitting Submitted Materials, you agree to be bound by these terms and conditions. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions. Should you violate these terms and conditions or any other rights of VHCDC, VHCDC reserves the right to pursue any and all legal and equitable remedies against you, including, without limitation, terminating any and all user accounts.
F. You are responsible for all activity occurring under your account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service. Your obligations shall be binding on your heirs, successors and assigns.
G. VHCDC reserves the right to modify these terms and conditions or its policies relating to the Service at any time, effective upon posting of an updated version on the Service. You are responsible for regularly reviewing these terms and conditions. Continued use of the Service after any such changes shall constitute your consent to such changes.
H. You acknowledge and agree that nothing herein shall be construed to create a partnership, joint venture, agency, or employment relationship. Neither party has authority to enter into agreements of any kind on behalf of the other, and neither party shall be considered the agent of the other.
I. This Agreement shall be governed by and construed under the laws of the Commonwealth of Virginia, exclusive of its conflict of laws provisions. Any suit hereunder will be brought in the federal or state courts located in the Commonwealth of Virginia, and you submit to the personal jurisdiction thereof. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.