Terms of Service – Vermont & Co

Last Updated May 1, 2021

YOUR ACCESS TO AND USE OF THE WEBSITES (THE “SITES”) FOR ANY SERVICES OFFERED BY VERMONT & CO (TOGETHER WITH ITS AFFILIATES, “VERMONT & CO” OR “US”/“WE”/“OUR”) IS SUBJECT TO YOU AGREEING TO THESE GENERAL TERMS OF SERVICE (THESE “GENERAL TERMS”). IF YOU DO NOT AGREE TO THESE GENERAL TERMS, THEN YOU MAY NOT ACCESS OR USE THE SERVICES.

This Agreement (defined below) is written in English (US). To the extent any translated version conflicts with the English version, the English version controls.

1. Additional Terms Applicable to the Services

Some features of the Services may have additional terms, policies or agreements that apply (“Content Specific Terms”). You agree to comply fully with these General Terms and any Content Specific Terms. All Content Specific Terms are incorporated by this reference in their entirety into these General Terms and these General Terms with all Content Specific Terms incorporated shall be referred to herein as the “Agreement”. In the event of a conflict or inconsistency between these General Terms and any Content Specific Terms, the Content Specific Terms control.

2. Our Policies

Your access to and use of the Services is also subject to the policies that we post on our website at https://www.vt1.work (as such policies may be updated from time to time), such as our Privacy Policy (each, a “Policy”, and collectively, “Policies”). Any updates to our Policies will be effective immediately upon their posting and govern your continued use of the Services, unless otherwise expressly provided in the updated Policy.

3. Registration and Authority

As a condition to your access to and use of certain features of the Services, you will be required to register for an vt1.work account. By registering, you hereby certify to us that: (i) you are at least 18 years of age; and (ii) if you are agreeing to this Agreement on behalf of an organization (in which case, “you” as used herein shall refer to you and your organization collectively), that you are duly authorized to bind such organization. For the avoidance of doubt, an “organization” includes a corporation, partnership, LLC, or other entity. Upon registration, you will be provided with a login identifier (“vt1.work User ID”) and will be required to create a password. You shall be responsible and liable for maintaining the confidentiality of your vt1.work User ID and password. You are not allowed to share your vt1.work User ID and/or password for any reason and are fully and solely responsible and liable for all activities that occur under your account. You agree to provide us with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate suspension or termination of your account. In addition, we reserve the right to refuse, suspend, or terminate your registration (or cancel an vt1.work User ID) for any reason and in our sole discretion.

4. Use

Subject to your complete and ongoing compliance with this Agreement and our Policies, we grant to you, for the duration of your access and use, a worldwide, limited, personal, non-exclusive, non-sublicensable, non-transferable, revocable right and license to: (i) access and use the Services and Content (defined below) in accordance with our policy.

5. Restrictions

In connection with your access to and use of the Services, you agree that you will not, directly or indirectly, permit or cause any other person or entity to:

violate any local, state, provincial, national, or other law or regulation, or any order of a court;
attempt to gain unauthorized access to any part of the Services or to any vt1.work computer systems or networks;
infringe or misappropriate the rights of any person or entity, including their intellectual property, privacy, publicity or other proprietary or contractual rights;
interfere with, damage, violate the security or integrity of, or place an unreasonable load on any part of the Services, our infrastructure or systems, or any network, computer, or communications system, software application, or network or computing device, including through the use of viruses, bots, Trojan horses, harmful code, ping floods, denial-of-service attacks, packet or IP spoofing, forged routing or email address information, circumvention or modification of any access keys or other security mechanism employed by us or our Services, or similar methods or technology;
use scripts, bots, spiders, or other automated mechanisms to collect information or otherwise interact with the Services without our express prior written permission;
claim that we are endorsing or supporting your business, product or service without our prior written approval;
use the Services as part of any machine learning or similar algorithmic activity;
use or interact with the Services in a manner that is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable, or in a manner that would damage, disparage, or negatively affect us or our licensors, licensees, or partners;
copy, reproduce, rent, lease, sell, transfer, assign, sublicense, modify, publish, distribute, display, prepare derivative works of, reverse engineer, disassemble, or decompile any portion of the Services or Content, including any corresponding source code, without prior written consent from us or the respective owner of said material, except as expressly provided in our policy and with respect to information or content that you provide to us (and that may be accessible through the Services); or
restrict or inhibit any user from using our Services as expressly permitted by us.

6. Your Licenses to Us

License to User Submissions

In the course of using the Services, you may provide information or content that may be used by us in connection with the Services and which may be visible to third parties. You understand that by posting any such User Submissions on the Services or otherwise providing them to us in connection with your access to or use of the Services, you hereby grant to us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, freely sublicensable and freely transferable right and license to use, including to modify, reproduce, distribute, prepare derivative works of, reformat, translate, display, perform, and otherwise commercially exploit, such User Submissions (including all related intellectual property rights and other proprietary rights) for any purpose, in any format, through any channel, and without any further obligation to you.

We reserve the right to remove any User Submissions from the Services at any time, for any reason. As between you and us, you are solely responsible and liable for all User Submissions that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Services. You hereby represent and warrant that you possess, and will maintain, all rights, titles, and interest in and to the User Submissions, and that you have the full right and authority to grant the rights and licenses granted to us herein with respect to such User Submissions.

Data License

The Services may include information or content that is available or accessible to us from a variety of public websites, mobile apps, and other products or services. You authorize us to access your publicly accessible websites, mobile apps, and other products and services, and collect, store, and use information and content available therein in connection with our business, including to improve the Services and create other products and services.

Feedback License

If you choose to provide input, suggestions, ideas, reviews, recommendations, corrections, comments, or other feedback regarding problems with or proposed modifications or improvements to the Services (“Feedback”), then you hereby grant to us an unrestricted, non-exclusive, worldwide, royalty-free, perpetual, irrevocable, freely sublicensable and freely transferable right and license to use the Feedback in any manner and for any purpose, including to improve the Services and create other products and services. You further acknowledge that we use automated methods to collect data from various sources, including websites and other online sources, for analysis and use in our products and services, and you consents to our use of these methods with respect to sources owned by you.

Promotional License

You hereby grant to us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, freely sublicensable (through multiple tiers) and freely transferable right and license to use your organization’s name, organization’s logos and related images, and any written comments you provide to us or otherwise make publicly available concerning your organization’s use of the Services in our communications materials (e.g., on our Sites, third-party websites, press releases, and presentations) for promotional purposes.

Our and Third-Party Intellectual Property

Any content that we provide or make available in or through the Services, including any estimates and reports provided through the Services and any third-party User Submissions (“Content”), are our intellectual property and copyrighted work or that of third-party authors. We hereby reserve all our rights, title, and interest (including all intellectual property rights) in and to the Services, Content, and Confidential Information, except as expressly provided herein.

Content owned by third parties (including logos or trademarks) shall not be used by you for any purpose. The goodwill of any use of third-party trademarks shall inure solely to the benefit of that third party.

Unauthorized use of Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and/or other regulations and statutes.

You may not use any of our trademarks (including our brands and logos) or any links to our Sites in any way without our express permission.

7. Modifications to and Termination of Services

We may suspend, modify in any way, or cease providing the Services or Content, or suspend, limit, or terminate your access to any part (or all) of the Services or Content at any time in our sole discretion without notice or liability to you or any third party.

8. Confidentiality

“Confidential Information” means the information that we designate as confidential at the time of disclosure or that should reasonably be understood to be our confidential information, including all of our business information. Confidential Information does not include information that: (i) is or becomes generally available to the public through no act or omission by you or breach by you of this Agreement; (ii) at the time of disclosure by us, was lawfully received by you from a third party without breach of any obligation owed to us or the source of such information; or (iii) was or is independently developed by you without use of or reference to the Confidential Information. Confidential Information disclosed prior to your acceptance of this Agreement will be subject to this Section 9.

You will: (a) protect all Confidential Information as confidential with at least the same degree of care that you use to protect your own similar confidential information, but not less than a reasonable standard of care; (b) not use or disclose any Confidential Information for any purpose except to exercise your rights and/or fulfill your obligations under this Agreement; and (c) not disclose any Confidential Information to any person or entity other than your employees and/or contractors whose access is strictly necessary for purposes consistent with this Agreement and who are bound by obligations of confidentiality no less stringent than those set forth herein.

You may disclose Confidential Information to comply with applicable law, provided that you give us prior notice of the compelled disclosure or legal proceeding (to the extent permitted by law) and reasonable assistance to and cooperation with us, at our cost, if we desire to contest the disclosure. You and we agree that money damages are an inadequate remedy for breach of the obligations in this Section 9, and that any such breach would result in irreparable harm to us. Therefore, in the event of any such actual or threatened breach, we will be entitled, in addition to any other rights or remedies available to us at law or equity, to seek specific performance or injunctive relief without the posting of a bond.

9. Indemnity

You agree to indemnify, defend, and hold harmless us, and our directors, officers, employees and contractors to the fullest extent of applicable law from and against any claim, action, demand, loss, liability, damage, cost or expense (including legal fees) arising from or relating to: (i) your breach of this Agreement; (ii) your unauthorized use of, or misuse of, the Services or Content; (iii) any content you have submitted to or through the Services (including User Submissions); (iv) any dispute you have or may have with any third party; or (v) your use of the Services (including any and all acts, omissions, or decisions undertaken or made by you, your affiliates, or third parties with whom you share the Services or Content (whether or not as permitted herein), in each case arising out of or in connection with such parties’ use of the Services or related Content) other than as expressly permitted in this Agreement. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

10. Limitations of Liability

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, OR ANY OTHER INTANGIBLE LOSS) INCURRED BY YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF THE SERVICES, ANY CONTENT, ANY USER SUBMISSIONS, OR ANY THIRD-PARTY MATERIALS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL OUR CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT, OUR POLICIES, AND/OR THE ACCESS TO OR USE OF (OR ANY INABILITY TO ACCESS OR USE) ANY FEATURE OF THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE GREATER OF THE AMOUNT PAID BY YOU TO US FOR YOUR ACCESS TO OR USE OF THE SERVICES OR $250. WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY ARISING OUT OF OR RELATED TO ANY ACTS, OMISSIONS, OR DECISIONS MADE OR UNDERTAKEN (OR NOT MADE OR UNDERTAKEN) BY YOU OR ANY OF YOUR AFFILIATES OR THIRD PARTIES WITH WHOM YOU SHARE THE SERVICES OR CONTENT (WHETHER PERMITTED OR NOT), ARISING OUT OF OR IN CONNECTION WITH SUCH PARTIES’ USE OF THE SERVICES AND CONTENT.

11. Termination of the Agreement

This Agreement is effective beginning the earliest of when you first click “I accept” or “I agree” (or words to similar effect), register for an vt1.work account, or use (including install, access, or browse) any of our Services, and shall continue until terminated as expressly permitted in this Agreement. We may, in our sole discretion, terminate all or part of this Agreement for any reason or no reason, with or without notice, and with no liability arising from such termination to you or any third party. Upon termination of this Agreement: (i) your rights, and authorizations granted to you, to access and use the Services, Content, and Confidential Information will terminate and you must immediately cease all access to and use of your vt1.work accounts and the Services, Content, and Confidential Information; (ii) you must pay us any unpaid amount that was due prior to termination; and (iii) all payment obligations accrued prior to termination, your certifications in Section 3 (Registration and Authority), and Sections 5 (Restrictions), 6 (Your Licenses to Us), 7 (Our and Third-Party Intellectual Property), 9 (Confidentiality), 10 (Indemnity), 11 (Disclaimers; No Warranties), 12 (Limitations of Liability), 13 (Termination of the Agreement), 14 (Governing Law and Arbitration), and 15 (Miscellaneous) of these General Terms will survive any expiration or termination of this Agreement.

12. Governing Law and Arbitration

This Agreement and all matters arising out of or relating to it shall be construed and enforced exclusively in accordance with California law without regard to choice of law provisions. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in California before a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures and shall take place in San Francisco, California. Judgment on the award may be entered in any court having jurisdiction. The parties shall maintain in perpetuity the confidential nature of the arbitration proceeding (including the hearing) and award, unless otherwise required by law or judicial decision. Notwithstanding the foregoing, each party shall have the right to institute an action in a court of proper jurisdiction for injunctive or other equitable relief pending a final decision by the arbitrator.

13. Miscellaneous

Force Majeure

We shall not be liable for any delay in performance or failure to perform any of our obligations hereunder where such delay or failure results from any cause beyond our reasonable control, including a strike, blockade, war, act of terrorism, riot, natural disaster, pandemic, epidemic, viral outbreak or disease, or a failure or diminishment of power or telecommunications or data networks or services.

Assignment

You may not assign, transfer, or sublicense this Agreement in whole or in part except with our prior written consent. We may assign, transfer, or delegate this Agreement and any of our rights and/or obligations under this Agreement without your consent.

Interpretation

This Agreement and applicable terms from our Policies are the entire statement of the terms that govern your access to and use of the Services. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any portion of this Agreement is found to be unenforceable or invalid, that portion shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect, and enforceable. For purposes of this Agreement: (i) the words “include”, “includes”, and “including” will be deemed to be followed by the words “without limitation”; (ii) the word “or” is used in the inclusive sense of “and/or” and the terms “or,” “any” and “either” are not exclusive; and (iii) the words “herein” and “hereunder” refer to this Agreement as a whole.

Modifications to the Agreement

We may make changes to this Agreement on a going-forward basis at any time in our sole discretion. You acknowledge and agree that your access to and use of the Services after we publicly post or otherwise make available to you a modified version of this Agreement will constitute your acceptance of the modified Agreement. Except as expressly provided in this Section 15(d), this Agreement may be amended only by a written agreement signed by an authorized representative of each party to this Agreement. Disputes arising under or relating to this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose.

Fees

We reserve the right to charge fees for any part of the Services at any time but will provide advance notice to you of any applicable fees and payment terms prior to any such fees coming into effect.

Other

You represent and warrant you will use the Services, Content, and Confidential Information in compliance all U.S. and other export controls laws and that you are not located in a country subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, and that you are not listed on any U.S. government list of prohibited or restricted parties.