VHedz Terms of Use

Last Updated: November 11, 2014

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SERVICES OFFERED BY AKABE5, LLC, a California limited liability company (“AKABE5”). THIS AGREEMENT GOVERNS YOUR USE OF THE VHEDZ APP AND WEBSITE.

The software application titled VHEDZ (“App”) and / or the website with the URL of www.vhedz.com (“Site”) is owned and operated by Akabe5 and use of the App and the Site is provided by Akabe5 to you on the condition that you accept all of the terms and conditions contained herein ("Terms of Use"), which also incorporates Akabe5’s Privacy Policy. Your use of the App and / or the Site indicates your agreement to these Terms of Use. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF USE, THEN DO NOT CLICK THE ACCEPT BUTTON, INSTALL, DOWNLOAD, OR USE THE SOFTWARE OR THE SITE.

Akabe5 may revise and update these Terms of Use at anytime and without notice. Please review the Terms of Use posted on the Site and / or within the App from time to time. Your continued access or use of this App and / or the Site after any such changes are posted constitutes your acceptance of any changes.

Age Requirement

You must be 13 years of age or older to use the App and the Site. By downloading, installing, or accessing this App, you warrant to Akabe5 that you are at least 13 years old.

Use of the App

This App, the Site and their contents (collectively, the "Content") are intended for the use of Akabe5 customers. You may not use this App or the Content for any purpose not related to your business with Akabe5. You are specifically prohibited from: (a) downloading, copying, or re-transmitting any or all of the App or the Content without, or in violation of, a written license or agreement with Akabe5; (b) using any data mining, robots or similar data gathering or extraction methods (except as found in standard search engine protocols, and with Akabe5’s explicit consent); (c) manipulating or otherwise displaying the App or the Content by using framing or similar navigational technology; (d) registering, subscribing, unsubscribing, or attempting to register, subscribe, or unsubscribe any party for any Akabe5 product or service if you are not expressly authorized by such party to do so; and (e) using the App or the Content other than for its intended purpose.

You may not interfere with the security of, or otherwise abuse this App or any system resources, services or networks connected to or accessible through this App. You may only use this App for lawful purposes.

Intellectual Property

All materials (including the organization and presentation of such material) within this App and the Site (the “Materials”) are the property of Akabe5 and its licensors and may be protected by intellectual property laws including laws relating to copyrights, trademarks, trade names, Internet domain names, and other similar rights.

Unless you have entered into a separate agreement with Akabe5, any other use of these Materials without Akabe5's written permission is prohibited.

The Materials may only be used and copied for your own, non-commercial, personal or educational purposes, provided that the Materials are not modified and that copyright and other intellectual property notices are not deleted. You may not create derivative works from or otherwise exploit the Materials in any way.

User Content

User Content includes, without limitation, any and all information added, created, uploaded, submitted, distributed, posted or otherwise transmitted through the App and / or the Site, whether through actual written submission by the User or through the User’s use of technology contained in the App and / or the Site, including any location information, videos, audio clips, comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Akabe5 on or through the App and / or the Site. This includes content that is added to the App in connection with users linking their accounts to third party websites and services. All User Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content.

In using the App and / or the Site, you agree not to post violent, nude, discriminatory, harassing, unlawful, defamatory, hateful, pornographic, or other abusive User Content. You further agree that you will not post private or confidential information such as credit card numbers, and will not bully, defame, threaten, impersonate, harass, or stalk people or entities through the App or the Site. You also agree not to post content of a commercial character or web URLs without prior permission from Akabe5.

Akabe5 cannot guarantee the authenticity of any User Content or data which users may provide about themselves. You acknowledge that all Content accessed by you using the App and / or the Site is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom.

Ownership of Content

You retain ownership of your User Content. By submitting User Content on the App or otherwise through the “Service” (defined herein as the accessing of the App and any of its features through the Site titled VHEDZ (“App”), you hereby grant to Akabe5 a worldwide, non-exclusive, royalty-free, fully paid, sub-licensable and transferable license to use, copy, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the App and Akabe5’s (and its successors’ and assignees') business, including without limitation for promoting and redistributing part or all of the App (and derivative works thereof) in any media forms and formats and through any media channels (including, without limitation, third party websites and feeds). You also hereby grant each user of the App and/or the Service, including third party media, a non-exclusive license to access your User Content through the Site and the Service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content in connection with their use of the Site, Service and Third Party Media.

We may use your User Content in different ways in connection with the App, the Service and Akabe5’s business as Akabe5 may determine in its sole discretion. This includes but is not limited to, publicly displaying it, reformatting it, incorporating it into marketing materials, advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing other users to do the same in connection with their own websites, media platforms, and applications (collectively, “Third Party Media”). You represent and warrant that you have all rights to grant such license to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

When you delete your User Content, it will be removed from the App and the Site. However, you understand that any removed User Content may persist in backup copies for a reasonable period of time (but following removal will not be shared with others) or may remain with users who have previously accessed or downloaded your User Content.

Privacy

Akabe5 is committed to respecting the privacy of the personal information of the individuals with whom we interact. We have developed a Privacy Policy to describe our privacy policies and practices and how we collect, use and disclose the personal information of those individuals who use our App. Please review our Privacy Policy for further details.

Currency of App

Akabe5 updates the information on this App and the Site regularly. However, Akabe5 cannot guarantee or accept any responsibility or liability for the accuracy, currency or completeness of the information on this App or the Site. Akabe5 may revise, supplement or delete information, services and/or the resources contained in the App and / or the Site and reserves the right to make such changes without prior notification to past, current or potential visitors. Your access to the App and / or the Site may also be interrupted on occasion.

Linked Sites

This App and the Site may provide links to third party sites for your convenience only. The inclusion of these links does not imply that Akabe5 monitors or endorses these sites. Akabe5 does not accept any responsibility for such sites. Akabe5 shall not be responsible or liable, directly or indirectly, for any damage or loss, caused or alleged to be caused by or in connection with the use of or the reliance upon any information, content, goods or services available on or through any third party sites or linked resources.

Termination of Services

We reserve the right to modify or terminate the Site, the Services and/or your access to the App for any reason, without notice or liability to you, at any time. Furthermore, Akabe5 reserves the right to remove content, including User Content, from the App and /or the Site at any time, for any reason, without prior notice. All licenses and other rights granted to you by Akabe5 in conjunction with the App and the Site will immediately cease upon account termination.

Additionally, Akabe5 may, but has no obligation to, remove, block, edit, or otherwise monitor User Content or interactions between users that are found within our sole discretion to be in violation of these Terms of Service.

Disclaimer of Warranties

While we maintain industry-standard security protocols, Akabe5 shall not be responsible or liable for any software, computer viruses or other destructive, harmful or disruptive files or programs that may impact your use of your computer equipment or other property on account of your access to, use of this App, the Site, and / or the Service or your downloading of any of the Materials from within the App and / or the Site.

App, Site, Service and Materials Provided "As Is"

THIS APP, THE SITE, THE SERVICE AND THE MATERIALS ARE PROVIDED "AS IS", “AS AVAILABLE”, AND ON A “WITH ALL FAULTS” BASIS, WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. AKABE5 DOES NOT REPRESENT OR WARRANT THAT THIS APP, THE SITE, THE SERVICE AND / OR THE MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.

Limitation of Liability

YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THIS APP, THE SITE, THE SERVICE AND MATERIALS INCLUDING WITHOUT LIMITATION ANY OF THE INFORMATION CONTAINED THEREIN.

IN NO EVENT SHALL AKABE5 OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THESE TERMS OF USE, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THIS APP, THE SITE, THE SERVICE AND MATERIALS OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.

IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS OF USE OR THE USE OR EXPLOITATION OF ANY OR ALL PART OF THIS APP, THE SITE, THE SERVICE AND MATERIALS IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO FIVE ($5.00) U.S. DOLLARS.

YOU FURTHER AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES, OR INJURIES THAT ARISE OUT OF AKABE5’S ACTS OR OMISSIONS, ANY SUCH DAMAGES CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY AKABE5. YOU ALSO AGREE THAT YOU HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION, OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER CONTENT OWNED OR CONTROLLED BY AKABE5.

BY ACCESSING THIS SERVICE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS TO CLAIMS THAT ARE CURRENTLY UNKNOWN OR UNSUSPECTED, AND ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CALIFORNIA CIVIL CODE, AND ANY SIMILAR LAWS OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Indemnification

You shall indemnify and hold Akabe5 harmless against all claims or liability, without limitation, asserted against Akabe5 arising out of or in connection with any breach by you or anyone acting on your behalf of any of these Terms of Use. You agree to cooperate fully as required by Akabe5 in defending any claim. Akabe5 reserves the right to assume the exclusive control and defense of any matter subject to indemnification by you, and you agree that you will not in any event settle any claim without Akabe5’s prior written consent.

Notice and Procedure for Making Claims of Copyright Infringement

Akabe5 respects the copyright of others, and we expect our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Akabe5 with a written communication addressed to info@akabe5.com including substantially the following information:

user name of the alleged infringer; and type and substance of infringement alleged.

Time Limitation on Claims

You agree that any claim you may have arising out of your relationship with Akabe5 will be filed within one (1) year of the date when such claim arose, and that any such claim will be permanently barred if it is not filed within one (1) year.

Applicable law

This App, the Site, the Service and the Materials are controlled, operated and administered by Akabe5, LLC from California. By accessing this App, the Site, the Service and / or the Materials you acknowledge and agree that all matters relating to access to, or use of this App shall be governed by the laws of the state of California, the county of Los Angeles, without reference to conflicts of laws principles, AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, OF OTHERWISE APPLICABLE.

You also agree that any claims or disputes whatsoever arising hereunder shall be submitted to the exclusive jurisdiction and venue of the courts of the state of California, the County of Los Angeles and acknowledge that you do so voluntarily.

Akabe5’s failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provision or right.

If any provision or part thereof of these Terms of Use is wholly or partially unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof. These Terms do not convey any third party beneficiary rights.

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