PLEASE READ THE FOLLOWING TERMS & CONDITIONS CAREFULLY BECAUSE THEY DESCRIBE YOUR RIGHTS AND RESPONSIBILITIES REGARDING YOUR USE OF THE HTTPS://ORCAVUE.COM/ WEBSITE, AND THEY CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND VUE EVENTS, INC. REGARDING YOUR ACCESS TO AND USE OF THIS WEBSITE.

 

 

TABLE OF CONTENTS

 

Introduction

 

1.      USE OF THE ORCAVUE SITE

 

2.    MODIFICATIONS TO TERMS & CONDITIONS

 

3.      OWNERSHIP AND PROPRIETARY RIGHTS

 

4.      LIMITED-USE LICENSES AND CONDITIONS OF USE

 

5.    NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

 

6.      E-COMMERCE ON OUR SITE

 

7.      THIRD PARTIES

 

8.    ACCURACY OF INFORMATION & PRODUCT DESCRIPTIONS

 

9.    EMAIL

 

10.  WEB COMMUNITIES, FORUMS AND POSTINGS

 

11.  RULES OF CONDUCT

 

12.  WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY

 

13. INDEMNIFICATION

 

14. ADS AND MALWARE

 

15.  DURATION AND TERMINATION OF THIS AGREEMENT

16.  INTERNATIONAL USE

17.  GOVERNING LAW AND ARBITRATION

18.  MISCELLANEOUS TERMS

 

 

 


 

 

Introduction

 

WELCOME TO THE ORCAVUE WEBSITE https://orcavue.com/, OWNED BY VUE EVENTS, INC., DBA ORCAVUE.

 

General.  These are official terms and conditions of use ("Terms & Conditions") and they form a legally binding agreement between you and Vue Events, Inc., dba OrcaVue ("OrcaVue," "we," "us" or "our") regarding your use of the OrcaVue Internet Site located at https://orcavue.com/, as well as the associated web pages, features and functions made available by OrcaVue (collectively, the "OrcaVue Site").  This Agreement does not cover your rights or responsibilities with respect to third-party content or any links on the OrcaVue Site that may direct your browser or your Internet connection to third-party websites or web pages. BY CONSENTING TO THESE TERMS & CONDITIONS YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD THEM.  BY USING THE ORCAVUE SITE TO CREATE AND ACCOUNT OR PURCHASE, RENT OR OBTAIN A LICENSE FOR ANY ORCAVUE PRODUCT, YOU AGREE TO BE BOUND BY THIS AGREEMENT.  IF YOU DO NOT AGREE TO THESE TERMS & CONDITIONS AND THE PRIVACY POLICY, DO NOT USE THE ORCAVUE SITE.

 

The term "Agreement" means these Terms & Conditions and:

 

(1)  Any additional terms and conditions that apply to and govern your use of the features, functions, products and services we make available to you from time to time through the OrcaVue Site;

(2)  Our Privacy Policy and Cookie Policy; and

(3)  Any purchase order, rental order, or license request that you place via the OrcaVue Site.

 

This Agreement will remain in full force and effect as long as you access and use the OrcaVue Site, even if your use of or participation in any particular rental, service, license, feature or function terminates, expires, ceases, is suspended or is deactivated for any reason. This Agreement constitutes the entire agreement between you and OrcaVue regarding your access and use of the OrcaVue Site. It supersedes and replaces all prior or contemporaneous understandings or agreement, whether written or oral, regarding such subject matter and prevails over any conflicting terms contained in any other documents, communications or discussions.

 

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, accesses, attempts to access, interacts with, uses, displays, views, prints or copies from the OrcaVue Site, receives data from the OrcaVue Site, or in any way utilizes, benefits, takes advantage of or interacts with any function, service or feature of the OrcaVue Site, for any purpose whatsoever.

 

Age Requirement.  The OrcaVue Site is offered and made available only to users who are 18 years of age. If you are not yet 18 years old, you must have a parent or guardian’s permission to view the OrcaVue Site. Moreover, if your use of the OrcaVue Site is prohibited or restricted in any way by the laws, regulations or other governmental requirements of the jurisdiction in which you live or reside, or if, for any reason and at any time, you do not agree with all of the terms and conditions contained in these Terms & Conditions, please discontinue using the OrcaVue Site immediately. BY ACCESSING THE ORCAVUE SITE: (1) YOU CERTIFY THAT YOU ARE AT LEAST 18 YEARS OF AGE OR HAVE A PARENT’S OR GUARDIAN’S PERMISSION TO ACCESS THE ORCAVUE SITE; (2) IF YOU ARE ENTERING THIS AGREEMENT ON BEHALF OF A COMPANY, GROUP OR OTHER ENTITY, YOU REPRESENT THAT YOU ARE AUTHORIZED TO DO SO AND TO BIND SUCH COMPANY, GROUP OR ENTITY TO THIS AGREEMENT; AND (3) YOU UNDERSTAND, ACKNOWLEDGE AND AGREE TO BE BOUND BY THESE TERMS & CONDITIONS. 

 

Your agreement with us regarding compliance with these Terms & Conditions becomes effective immediately upon commencement of your accessing the OrcaVue site. Your remedy for dissatisfaction with the OrcaVue site, or any Content (as defined in Section 3 below) to stop using the OrcaVue site and/or that particular Content. 

 

 

2.     USE OF THE ORCAVUE SITE

 

Users who access the OrcaVue Site can be categorized as follows:

 

Visitors - Some Content on the OrcaVue Site is made available to users in the general public without the need for such users to register on the site (such users being “Visitors”), who may visit and browse this Content without charge or obligation. However, in order to access and use certain services, features or functions of the OrcaVue Site, such as ordering and paying for our products, we require users to register.

 

Registered Users - If you register on the OrcaVue Site, you will select and provide us with a unique User ID and password (or we may assign an initial password which we will give you the option to change it later) which must form a unique combination (a "User ID"). When you complete this process, you become a “Registered User.”  

 

Customers - If you complete a purchase of goods or services (each of these being a “Product”) or enter into a rental agreement (a “Rental Agreement”) via the OrcaVue Site, you become a “Customer,” and we will require your name, mailing address and e-mail address (and in some cases, other personally identifiable information as needed) to follow up on or carry out your order or answer your questions.

 

Licensees - If you utilize the OrcaVue Site to enter into a licensing agreement (a “Licensing Agreement”) for OrcaVue software (the “OrcaVue Software,” which is expressly included in the “Products”) and OrcaVue agrees to such an arrangement, you become a “Licensee” and we will have access to the information you provide in completing the Licensing Agreement. Any additional information we collect from you will be for purposes of best and most efficiently serving you during the term of your license (your “License”).

 

Please read our Privacy Policy, which describes the non-public private data (a.k.a., “personally identifiable information”) that we collect, use, disclose, manage and store. Your User ID is personal to you and you may not allow any other person(s) to use your User ID under any circumstances. We are not liable for any harm caused by or related to the theft or misappropriation or disclosure of all or any portion of your User ID, disclosure or your authorization of anyone else to use your User ID. 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 ID or if you have any other need to deactivate your User ID due to security concerns.

 

If you are a Registered User, Customer or Licensee, you are responsible for safeguarding your User ID and password and you agree not to disclose it to any third party. If you suspect that your password has been compromised, you will change it as soon as possible and notify us of any unauthorized use of your OrcaVue account. You bear responsibility for all actions taken under your User ID and Password by any third parties including any abuve, unauthorized use, and resulting fees.

 

By registering on the OrcaVue Site, you agree to receive electronic communications from us, including without limitation, announcements of new products or services, notices about your purchases or rentals, information or questions regarding your invoice or payments, warnings of data security breach, or temporary suspension of services.

 

2.   MODIFICATIONS TO TERMS & CONDITIONS

 

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 without any liability or obligation to you, with or without notice. We may post or display notices of material changes on the OrcaVue Site. Once we post them on the OrcaVue Site, these changes become effective immediately and if you use the OrcaVue Site after they become effective, then it will signify your agreement to be bound by the changes. You acknowledge and agree that it is your responsibility to review the OrcaVue Site and these Terms & Conditions periodically and to be aware of any modifications or revisions. 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 AND PROPRIETARY RIGHTS

 

The OrcaVue Site, including all content, media and materials, all software, code, design, text, images, photographs, illustrations, audio and video material, media files, artwork, graphic material, articles, databases, proprietary information, writings, spoken statements, music, video recordings, audio-visual works and recordings, slides, portraits, animated and/or motion pictures, caricatures, likenesses, vocal or other sounds, sound recordings, voices, voice reproductions, computer graphics and visual effects, as well as any accompanying documentation, packaging or other materials, tangible or intangible, and all copyrightable or otherwise legally protectable elements of the OrcaVue Site, including without limitation, the selection, sequence, “look and feel” and arrangement of items, and all derivative works, translations, adaptations or variations of the same, regardless of the medium, format or form, now known or hereinafter developed or discovered, and regardless of where produced, in black-and-white or in colors, alone or in conjunction with other works, characters, real or imaginary, in any part of the world (all of the foregoing, individually and/or collectively, is referred to herein as "Content"), are the property of OrcaVue and its authorized partners, licensors, suppliers, service providers, promotional partners, and/or sponsors. All Content on the OrcaVue Site is legally protected, including without limitation, under U.S. federal and state laws, as well as applicable foreign laws, regulations and treaties. As such, you should assume, unless otherwise noted, that all Content contained in the OrcaVue Site is either the copyrighted property of OrcaVue or of third parties.  OrcaVue retains ownership of all right, title and interest in the OrcaVue Site and its Content. All rights not expressly granted herein are reserved.

 

The brands, names, logos, trade names, trademarks, service marks and other distinctive identifications (collectively "Marks") on or of the OrcaVue Site, including, without limitation, Products’ brands, names and logos (such as “OrcaVue” and “StudioVue”) and or stylized logos are the trademarks and intellectual property of and proprietary to OrcaVue. You have no right to use any of these Marks or any confusingly similar marks for any purpose without the express prior written consent of OrcaVue.

 

If you choose to submit to OrcaVue a message, inquiry, comment, suggestion, feedback, idea or other communication (collectively, “Comments”) through the OrcaVue Site (including without limitation through any “Contact Us” or “Request a Quote” buttons), then you agree that you hereby assign, transfer and convey to OrcaVue all worldwide right, title and interest in and to all intellectual property rights in all of your Comments, all contract and licensing rights, and all claims and causes of action with respect to any of the foregoing, whether now known or to become known in the future. You represent and warrant that to the best of your knowledge you are the sole owner of any intellectual property rights in your Comments, that you have full and exclusive rights to covey the entire interest in and to your Comments, and your Comments do not infringe any intellectual property right of another or violate any applicable privacy laws. You agree to cooperate with and assist OrcaVue, at OrcaVue’s expense, in obtaining, sustaining, enforcing and enjoying to the fullest extent all right, title and interest conveyed herein.

 

4.     LIMITED-USE LICENSES AND CONDITIONS OF USE

 

A.   License For Use of WebsiteWe authorize you to access Content and grant you the limited, revocable right and license to use the OrcaVue Site solely for your non-commercial, non-exclusive, non-assignable, non-sublicensable, non-transferable and limited personal or internal business use and for no other purpose whatsoever. You must not alter, delete or conceal any copyright or other legal notices contained on the OrcaVue Site, including notices on any Content you display, print or reproduce from the OrcaVue Site. Unless we explicitly and specifically notify you otherwise in writing, 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, sell, upload, transmit, disseminate, broadcast or circulate to any third party (including, without limitation, on or via a third-party website), reverse engineer, or otherwise use, any Content without the express prior written consent of OrcaVue. 

 

This license does not include any resale or commercial use of the OrcaVue Site or its Content; any collection and use of any product listings, descriptions, or prices; any derivative use of the OrcaVue Site or its Content; any downloading or copying of membership information for the benefit of another merchant; or any use of data mining, Web scraper, spider, robots, or similar data gathering and extraction tools. The OrcaVue Site or any portion thereof may not be reproduced, duplicated, copied, sold, resold, or otherwise exploited for any commercial purpose without express written consent of OrcaVue. You may not frame or utilize framing techniques to enclose any Marks or Content (including page layout, or form) on the OrcaVue Site without our express written consent. You may not use any meta-tags or any other "hidden text" utilizing OrcaVue's Marks without our express written consent. Any unauthorized use terminates the permission or license granted by OrcaVue

 

 

B.    Conditions of Use. As an express condition of your use of the OrcaVue Site and your purchase/rental order or licensing request, you warrant to us that:

 

(1)  you will not use the OrcaVue Site or Products for any unlawful purpose or purpose prohibited by this Agreement, any purchase or rental order, the Licensing Agreement, or the laws or regulations in the jurisdiction in which you reside;

(2)  you will not share your User ID or Password with other users;

(3)  you will not use the OrcaVue Site or Products to offer a competitive product(s) for sale, rental or licensing;

(4)  if you are using the OrcaVue Site or Products for or on behalf of a company or other entity, you have authority to do so. Any unauthorized or prohibited use of any Content, including use in contravention of this Agreement, may subject you to civil liability, criminal prosecution, or both.

 

If you violate any of these license restrictions, OrcaVue may, in additional to all other rights it has hereunder and at law and equity, immediately terminate this Agreement and any other agreement or contract with you, without notice or liability. The Company reserves the right to refuse to sell, rent or license software to anyone for any reason at any time. If you violate any part of this Agreement, your permission to use the Content or to continue any rental or License Agreement automatically terminates. OrcaVue makes no representation that any Content is legal or appropriate for use outside of the United States or that it is authorized for export from the United States or for import into any foreign country. You are solely responsible for complying with all import and export laws and regulations and all applicable laws of any jurisdiction, whether inside or outside the United States, from which you may access the OrcaVue Site.

 

5.     E-COMMERCE ON OUR SITE

 

The OrcaVue Site offers various Products for sale, rental or licensing and may direct or link to other websites that sell goods and services. To purchase, rent or license Products through the OrcaVue Site, you must be at least 18 years of age or have reached the age of majority in the jurisdiction in which you live or reside. By placing such an order to for Products, you represent and warrant that: (a) you are at least 18 years old or have reached the age of majority in the jurisdiction in which you live or reside; (b) if ordering for a company, group or other entity, you have the authority to do so on behalf of that company, group or entity; and (c) you have the proper authority or permission to use the credit card or other form of payment with which you are placing your order. Products are subject to availability and we reserve the right to impose quantity limits on any order, to reject all or part of an order and to discontinue products or services without notice, even if you have already placed your order. The inclusion of any Products on the OrcaVue Site at a particular time does not imply or warrant that these Products will be available at all times. 

 

All Product prices are shown in U.S. dollars, and are valid and effective for all Products ordered through the OrcaVue Site on the day they are ordered. All prices and Products are subject to change without notice.

 

As detailed in Section 12 below, all Products offered for sale through the OrcaVue Site are covered by certain warranties. To correct, repair or replace defective Products produced by OrcaVue, please contact us at the following address:

 

Vue Events / OrcaVue

7411 Livingston Road, #204

Oxon Hill, Maryland 20745

Phone: 301-812-3800

Email: info@orcavue.com

 

Our creation or transmission of an order confirmation neither signifies acceptance of your order nor constitutes a binding confirmation of an offer to sell, rent or license 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 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 or our payment processing agent may contact you and require additional information from you before such pre-approval is granted. Products on the OrcaVue Site are offered for sale or rent and not for resale or re-rental.

 

You acknowledge that OrcaVue may change its fees and/or fee structures for Products from time to time at its sole discretion. The OrcaVue Site will be updated as quickly as commercially reasonable to reflect any such changes. If you are a Licensee of OrcaVue Software, any pricing increases that may be enacted during the course of your one-year license will not impact that year. You agree that your purchase or rental of our Products, or your license for OrcaVue Software, will be subject to your payment of any applicable prices and fees.  You must provide a valid credit card number in order to receive any purchased or rented Products or to obtain a license for use of the OrcaVue Software. You agree that OrcaVue may charge your credit card for all prices or fees due on your order. If you are a licensee of OrcaVue Software, you must renew your license annually in order to continue using that software. Sometimes our rental Customers add or change services or items in their rentals after paying for the rental, in which case OrcaVue does not guarantee that such changes can be made or enacted, but if they can, then you agree to pay any and all extra amounts due for such additions or changes.

 

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 the OrcaVue Site, including without limitation sales, use, personal property, value-added, excise, customs fees, import duties, stamp duties and any other taxes or duties, including penalties and interest imposed by any United States federal, state or local government entity. If an order consists of multiple items, they may be delivered separately depending on availability.

 

6.     NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

 

We respect the intellectual property of others, and we ask you to do the same. Accordingly, OrcaVue has adopted the following Intellectual Property Compliance Policy. If you or any user of the OrcaVue Site believes its copyright, trademark, or other property rights (“IP Rights”) have been infringed, the claimed IP Rights owner (for purposes of this Section 6, the “Complaining Party”) should send notification to our Designated Agent (as identified below) immediately. To be effective, the notification must include:

 

a.   A physical or electronic signature of the Complaining Party or such person authorized to act on behalf of the Complaining Party;

b.   Identification of the IP Rights claimed to have been infringed;

c.   Information reasonably sufficient to permit us to contact the Complaining Party or such person authorized to act on behalf of the Complaining Party, such as address, telephone number and, if available, an electronic mail address at which the Complaining Party may be contacted;

d.   Identification of the material that is claimed to be infringing or to be subject to infringing activity on the Complaining Party’s IP Rights that is to be removed and information reasonably sufficient to permit us to locate such materials;

e.   A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, agent, or by law; and

f.   A statement that the information in the notification is accurate and, under penalty of perjury, the Complaining Party or such person authorized to act on behalf of the Complaining Party is the owner of an exclusive IP Right that is allegedly infringed.

 

Pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c) (“DMCA”), our Designated Agent for notice of claims of IP Rights infringement can be reached as indicated below. 

 

           

Designated Agent for Claimed Infringement:

 

Vue Events / OrcaVue

c/o Daniel Rosenberry

7411 Livingston Road, #204

Oxon Hill, Maryland 20745

Phone: 301-812-3800

Email: info@orcavue.com

 

On notice, we will act expeditiously to review and, if necessary, remove content on the OrcaVue Site that infringes the copyright rights of others and will disable the access to the OrcaVue Site and its services of anyone who uses them to infringe repeatedly the intellectual property rights of others. Any such removal will be without liability to you or any other party and that the claims of the Complaining Party will be referred to the United States Copyright Office for adjudication as provided in the DMCA. We take protection of copyrights, both our own and others’, very seriously.

 

7.     THIRD PARTIES

 

A.        Use of Third Parties to Provide Services. OrcaVue may use third parties to support the OrcaVue Site and its operations and the Products, including without limitation, for web-hosting, credit card and signature processing, technical updates, supplies for Products, and delivery of orders. By using the OrcaVue Site, you consent to OrcaVue sharing your account data with such third parties to the extent necessary to enable such third-party support. When you place an order to purchase or rent a Product, that product will be delivered to the address designated by you as the purchaser/renter. All purchases from the OrcaVue Site are made either by OrcaVue or pursuant to a delivery (common carrier) contract. As a result, risk of loss and title for Products purchased from the OrcaVue Site pass to you upon delivery of the ordered Product(s) to a third-party carrier. You are responsible for filing any claims with carriers for damaged and/or lost shipments.]

 

B.        Links to Third Party Sites, Etc.  In addition to the third party service providers referred to in Section 7.A., the OrcaVue Site may, in making the Products available to you under this Agreement, provide or utilize links to third-party websites (including without limitation, those of third party services licensed or used by OrcaVue) or other resources that could be of interest to our users, including the websites of advertisers (collectively “Third Party Websites”). You understand, acknowledge, and agree that these links are provided solely as a convenience to you and not as an endorsement by OrcaVue of the content, advertising or business practices (including the privacy policies) of such Third Party Websites, whether or not OrcaVue’s logo or sponsorship identification is on the Third Party Website, and whether or not such site conducts “framing” (which allows a user to access several web pages or websites while still viewing a header or border from the OrcaVue Site). These Third Party Websites may have different privacy policies and business practices than we do.  OrcaVue does not endorse, verify, make any representations, or take responsibility for the content, truthfulness, accuracy, quality or completeness of the content or activities conducted on such Third Party Websites.

 

You understand and agree that the OrcaVue Site, OrcaVue, its affiliates, successors and assigns, and their respective officers, directors, shareholders, members, employees, representatives, contractors, agents, and operational service providers will not, under any circumstances, be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with your use of or reliance on the content, advertising or business practices of linked Third Party Websites. If you decide to access and use a linked Third  Party Website, you understand, acknowledge, and agree that you do so entirely at your own risk. If any Third Party website obtains or collects personally identifiable information from you, in no event shall we assume or have any responsibility or liability therefor. Please read our Privacy Policy below, which describes how we collect, store and use your personally identifiable information.

 

C.        No Liability for Third-Party Products or Services. We have no responsibility or liability whatsoever for products 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 the OrcaVue Site. Moreover, we are not responsible in any manner for assisting you in correcting any problem you may experience with such products or services. You agree that your sole and exclusive remedy for defective products lies with the specific manufacturer, licensor or distributor of those products and not with OrcaVue. 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 SET FORTH IN THIS AGREEMENT, WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES OF ANY AND EVERY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY AND ALL PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE.

 

D.        Promotions.  From time to time, OrcaVue may conduct promotions on or through the OrcaVue Site, including without limitation auctions, contests and sweepstakes (collectively "Promotions"). Each Promotion may have additional terms and/or rules which will be posted on the OrcaVue Site or otherwise made available to you and, for purposes of each Promotion, will be deemed incorporated into and form a part of this Agreement.

 

8.   ACCURACY OF INFORMATION & PRODUCT DESCRIPTIONS

 

We try to assure the accuracy of all information displayed on the OrcaVue Site, but it is possible that the information contains errors, inaccuracies, or omissions. In particular, with respect to Product information, we have tried to accurately post such information. Despite our best efforts, some such information may contain errors. We are not liable for any harm caused or related to any such errors. 

 

With respect to Products offered for sale, rent or licensing on the OrcaVue Site, we have tried to accurately display colors, but depending on the specifications and settings of your computer and its monitor, the colors you see might not accurately depict the actual colors of the Product. Certain weights, measures and similar descriptions are approximate and are provided for convenience only. In addition, due to typical and very common manufacturing inconsistencies, Product weights and measurements can vary slightly from the specific information set forth on the OrcaVue Site. Minor Product variations in color, weights and measurements will not be considered as resulting in Products being deemed defective.

 

9.   EMAIL

 

Email is an important communications channel for OrcaVue.  All email sent to us should be generated by the person in whose name the email account is registered.  Email users shall not mask their identity by using a false name or another person's name or account. We will use your email address and the content of any email for administrative and correspondence purposes and to send you information that you may request. Please see our Privacy Policy for details.

 

Any non-personal content you provide to the OrcaVue Site by email, including but not limited to feedback, answers, questions, comments, suggestions, plans, data, ideas or the like (collectively “Information”) shall be deemed to be non-confidential and we assume no obligation to protect such Information from disclosure. You understand, acknowledge, and agree that if you submit any such Information to us, it shall in no way prevent the purchase, manufacture or use of similar products, services, plans and ideas by OrcaVue, this OrcaVue Site, and/or our corporate affiliates, for any purpose whatever, and we shall be free to reproduce, use, disclose and distribute such Information without restriction.

 

10.    WEB COMMUNITIES, FORUMS AND POSTINGS

 

The OrcaVue Site may contain forum services, Web communities, and other message and communication facilities (each a “Community” and collectively the “Communities”) that may provide you and other users an opportunity to submit, upload, post, display, transmit and/or exchange information, questions, ideas, opinions, files, messages, transmissions and content with other users and/or with us and these are referred to in this Agreement as a "Post" (and submitting a Post as "Posting").  OrcaVue reserves the right at all times, but does not have the obligation, to edit, refuse to post, or to remove any Post, in whole or part, that it deems inappropriate for inclusion in the Communities, for any reason or for no reason.  Communities are public and not private and you should assume your Posts may be read by others, with or without your knowledge or permission. Although a particular Community may have a policy of limited membership or access, OrcaVue shall have no liability if unauthorized persons nevertheless obtain access to a restricted Community. Your use of the Communities is entirely at your own risk and you should not disclose or make available your personal information in any Post or in any Community.

 

The OrcaVue Site does not represent or guarantee the truthfulness, accuracy, timeliness or reliability of user Posts.  YOUR USE OF THE COMMUNITIES IS SOLELY AT YOUR OWN RISK. ORCAVUE ASSUMES NO DUTY TO MONITOR POSTS WITHIN THE COMMUNITIES. ORCAVUE DOES NOT REPRESENT OR GUARANTEE THE TRUTHFULNESS, ACCURACY OR RELIABILITY OF SUCH POSTS OR THAT POSTS COMPLY WITH THE TERMS OR CONDITIONS OF THIS AGREEMENT.  YOU SHOULD NEVER RELY UPON ANY POST AS BEING TRUE, ACCURATE OR GENUINE. 

 

You understand, acknowledge and agree that Posts originating from any User ID are the sole responsibility of the individual associated with that User ID.  THIS MEANS THAT YOU, AND NOT US OR THE ORCAVUE SITE, ARE ENTIRELY RESPONSIBLE FOR THE CONSEQUENCES OF ALL POSTS ON THE ORCAVUE SITE ORIGINATING FROM YOUR USER ID.  Posts do not reflect the views of OrcaVue or any of its Representatives or affiliates.  In no event shall OrcaVue or any of its Representatives or affiliates have, or be construed to have, any responsibility or liability for or in connection with any Post whatsoever; provided, however, that if we determine, in our sole discretion and judgment, that any Post 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 Posts; (c) revoke your right to use the Communities and the OrcaVue 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 the OrcaVue Site and/or the Communities.

 

The amount of storage space per user on the OrcaVue Site is limited and some Posts 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 Posts or any failure to store, receive or deliver Posts in a timely manner or at all or as to any other matter relating to Posts.  Posting is for noncommercial purposes only, and you may not Post in any manner that does or is intended to promote or generate revenue for any business enterprise or commercial activity.

 

If you believe that any content on the OrcaVue Site (including without limitation any Posts) violates any of the terms of this Agreement (except for any notices covered under Section 5 above), please notify us at the following address:

 

Vue Events / OrcaVue

7411 Livingston Road, #204

Oxon Hill, Maryland 20745

Phone: 301-812-3800

Email: info@orcavue.com

 

While we will use commercially reasonable diligence to respond to your message, we cannot guarantee a response and we reserve the right to take or refrain from taking any or all steps available to us once we receive any such message.

 

11.    RULES OF CONDUCT

 

A.   Use and Prohibitions. Your use of the OrcaVue 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 ID. You shall not use, allow, or enable others to use the OrcaVue Site, or knowingly condone use of the OrcaVue Site by others, in any manner that is, attempts to, or is likely to:

 

 

B.    Posts to the OrcaVue Website. If a Post originates from you or your User ID, you hereby agree that:

 

(1)   you are placing the Post in the public domain without reservation of any rights or further control over the Post or its use and you specifically authorize the us and our affiliates to use such Post in whole or in part, throughout the universe, and you are automatically granting OrcaVue and its affiliates a royalty-free, perpetual, irrevocable, unrestricted, unconditional, non-exclusive license to use, reproduce, modify, publish, edit, adapt, create derivative works from, translate, distribute, perform, display and otherwise exploit such Post and all elements thereof alone or as part of other works in any form, media, or technology, whether now known or hereafter developed or discovered, and to license and sub-license such rights through multiple tiers of sub-licenses, all without any notification or obligation to you, of compensation, attribution or otherwise;

 

(2)   you represent and warrant that:

(i) the Post is original to you or fully cleared for use as contemplated herein,

(ii) the Post does not and will not, in any way, violate or breach any of the terms of this Agreement,

(iii) the Post 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 law, regulation or other governmental requirement or restriction,

(iv) the Post is not obscene or in any other manner unlawful,

(v) the Post shall not be damaging or injurious to OrcaVue, any of its affiliates or any 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 Post;

 

(3)   if your Post incorporates the name, logo, brand, service or trademark, voice, likeness or image of any person, firm or enterprise, you specifically represent and warrant that you have the right and authority to place such Post in the public domain, and you grant OrcaVue and its affiliates the right to use such Post as described above; and

 

(4)   we have the right to delete, re-format and/or change your Post in any manner that we may determine (although you will not be responsible for any such changes made).

 

12.    WARRANTIES, DISCLAIMERS AND LIMITATIONS OF LIABILITY

 

A.   Warranties. OrcaVue warrants to Customers and Licensees that the Products offered for sale, rental or licensure on the OrcaVue Site will operate substantially in conformance with the specifications or descriptions on the OrcaVue Site and/or in the instructions or terms of use that are enclosed with the Products. Any OrcaVue Software licensed to a Customer through the OrcaVue Site will operate as set out in the Warranties section of the Instructions and Terms of Use delivered with the Software. We warrant to Customers and Licensees that the OrcaVue Site will be provided via an infrastructure that conforms to commercially reasonable security practices (as detailed in the Privacy Policy to Privacy Policy below])

 

B.    Disclaimer and Limitations on Liability. EXCEPT AS SET OUT IN SECTION 12.A. ABOVE, THE ORCAVUE SITE AND ALL PRODUCTS THEREON ARE MADE AVAILABLE ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANY GUARANTY OR ASSURANCE THAT THE ORCAVUE SITE WILL BE AVAILABLE FOR USE, OR THAT ALL PRODUCTS, FEATURES, FUNCTIONS OR OPERATIONS WILL BE AVAILABLE OR PERFORM AS DESCRIBED.  ORCAVUE DOES NOT WARRANT THAT ITS PRODUCTS WILL MEET ANY OF YOUR SPECIFIC REQUIREMENTS OR BE ACCURATE, RELIABLE, SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR COMPATIBLE WITH ANY HARDWARE OR SOFTWARE NOT SOLD OR LICENSED TO YOU BY ORCAVUE.

 

YOU ARE RESPONSIBLE FOR THE PROPER USE OF ORCAVUE PRODUCTS THAT YOU PURCHASE OR RENT AND FOR THE SAFETY OF GUESTS WHO ARE USING OR MIS-USING SUCH PRODUCTS.  YOU UNDERSTAND AND AGREE THAT, UNDER NO CIRCUMSTANCES AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW, ORCAVUE AND ITS AFFILIATES, THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, LICENSORS, SERVICE PROVIDERS, ADVERTISERS, OR SUPPLIERS WILL BE LIABLE FOR INJURIES, LOSS OR DAMAGE OF ANY KIND, DIRECT OR INDIRECT (INCLUDING BUT NOT LIMITED TO COMPENSATORY, CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST DATA OR DATA BREACHES, LOST REVENUES, PROFITS OR GOODWILL, LOST CUSTOMERS, BUSINESS INTERRUPTION OR REPLACEMENT SERVICES), IN CONNECTION WITH, ARISING FROM, OR RELATED TO THE ORCAVUE WEBSITE OR ANY PRODUCTS APPEARING OR DESCRIBED THEREIN, AND YOU EXPRESSLY AGREE TO WAIVE ANY AND ALL CLAIMS FOR SUCH LIABILITY, HOWEVER CAUSED AND REGARDLESS OF THEORY OF LIABILITY, WHETHER OR NOT YOU KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGE.  

 

ANY DEVIATION FROM THE INTENDED USE OF A PRODUCT WILL AUTOMATICALLY VOID ANY WARRANTY UNDER THIS AGREEMENT OR ITS OWN TERMS OF USE.

 

Without limiting the foregoing, OrcaVue is not responsible or liable for any malicious code, delays, inaccuracies, errors, or omissions arising out of your use of the OrcaVue Site. 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 OrcaVue Site. 

 

Any third-party services licensed or used by OrcaVue and provided or utilized in making the Products available to you under this Agreement (“Third Party Services”) are subject to warranties contained herein only to the extent they have been provided by such third-party licensor or manufacturer to OrcaVue and are conveyable to you. To the extent permitted by law, OrcaVue disclaims all liability for any damages arising from your use of Third Party Services.

 

C.    Remedies.  Notwithstanding any claim that a sole or exclusive remedy which is provided in this Agreement may or does fail its essential purpose, you specifically acknowledge and agree that your sole and exclusive remedy for any loss or damage shall be to have OrcaVue, upon written notice from you to us, attempt to repair, correct or replace any deficient Product under this Agreement and, if repair, correction or replacement is not reasonably commercially practicable for OrcaVue, we agree to refund any monies actually paid by you for the Product involved and to delete your person data from our records upon a specific request to do so. You further understand and acknowledge the capacity of the OrcaVue Site, in the aggregate and for each user, is limited. 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.

 

D.   Acknowledgement. You acknowledge that the exclusions, disclaimers and limitations in this Section 12 are an essential part of this Agreement, including the allocation of risks therein, and are the basis for enabling OrcaVue to offer the Products to you for the prices or fees specified.  Your jurisdiction may not allow the exclusion of warranties or limitation of liability. In such a jurisdiction, the liability of OrcaVue will be limited to the greatest extent permitted by that jurisdiction’s law.

 

13.    INDEMNIFICATION

 

A.   OrcaVue’s Indemnification of You. If you are a Customer or Licensee, OrcaVue will indemnify, defend and hold you and each of your officers, directors, employees, affiliates, agents and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including without limitation reasonable attorneys’ fees) associated with defending any third party claim, suit or proceeding brought against you based on allegations that the Content of the OrcaVue Site or the OrcaVue Software (excluding any Third Party Services or third party content therein) directly infringe on a patent, copyright, or trade secrets under United States laws, except when such alleged infringement is based upon your unauthorized alteration or modification of the Products or your use of the Products in combination with any products or services not provided or approved by OrcaVue. If the Content or Products become subject to an infringement claim subject to this Section 13, then OrcaVue, at its sole discretion and cost, may (a) acquire a license for your continued use; (b) provide a replacement, modification, or substitution with substantially similar functionality; or (c) terminate your use of the infringing Content or Product and refund you for any prepaid, unused costs or fees paid for the infringing Content or Product.

 

B.    Your Indemnification of OrcaVue. You will indemnify, defend and hold OrcaVue and its officers, directors, employees, affiliates, agents, representatives, advertisers, service providers, licensors, suppliers, service providers, and business partners harmless from and against any and all costs, claims, actions, losses, damages, liabilities, and expenses (including without limitation reasonable attorneys’ fees) resulting from, related to or associated with any third party claim, suit or proceeding brought against you based on: (a) allegations that content you posted or added to the OrcaVue Site directly infringed on a patent, copyright or trade secrets under United States law or violated libel or privacy laws; (b) your failure to comply in any material respect to restrictions in Sections 3, and 4, 10 and 11; (c) your failure to pay any taxes to the proper governmental authorities; or (d) your willful misconduct or gross negligence.  OrcaVue has 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 the OrcaVue Site.

 

You will indemnify, defend and hold OrcaVue and its officers, directors, employees, affiliates, agents, representatives, advertisers, service providers, licensors, suppliers, service providers, and business partners harmless from and against any and all costs, claims, actions, losses, damages, liabilities, and expenses (including without limitation reasonable attorneys’ fees) resulting from, related to or associated with any breach or violation of this Agreement by you, or resulting from your Posts or any content you provide, submit or make available on or through the OrcaVue Site or your unauthorized use of any Content.

 

C.    Initiating Indemnification. An indemnified party (the “Indemnitee”) under this Section 13 will promptly provide notice to the indemnifying party (the “Indemnitor”) of the claim, suit or proceeding for which the indemnity is claimed and will permit the Indemnitor to control the defense of such claim, suit or proceeding at its own expense. The Indemnitee agrees to provide reasonable assistance and cooperation to the Indemnitor at the Indemnitor’s request. The Indemnitor shall not enter into any settlement that imposes liability or obligations on the Indemnitee without the Indemnitee’s written consent. 

 

14.    ADS AND MALWARE

 

We take great care and pride in creating the OrcaVue Site.  We are always watching out for technical glitches that affect how the OrcaVue Site works, and when we find them, we will fix them. Unfortunately, your computer may cause some glitches that affect how you see the OrcaVue Site, and that is totally beyond our control. In addition, the use of our OrcaVue Site depends on a third party network and internet providers that are outside of OrcaVue’s control. You agreed that the processing and transmission of orders or messages through the OrcaVue Site may involve transmissions over various networks and unencrypted transfer to a network or device. You understand that third party networks or devices may change their technical requirements, interfering with the operation of the OrcaVue Site.

 

If you experience any unusual behavior, content or ads on the OrcaVue 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 OrcaVue Site is working properly, sometimes Malware programs on your personal computer may interfere with your experience on the OrcaVue Site and on other sites that you visit. If you do discover any Malware on your system, we suggest you speak with a qualified computer technician.

 

15.    DURATION AND TERMINATION OF THIS AGREEMENT

If you are a Visitor or Registered User, this Agreement becomes effective immediately upon commencement of your accessing the OrcaVue Site, and will remain in full force and effect while you are accessing or using the OrcaVue Site, even if your use of or participation in any particular rental, service, license, feature or function terminates, expires, ceases, is suspended or is deactivated for any reason; provided, however, that either you or OrcaVue can terminate this Agreement at any time for any reason without liability or notice. If you are a Customer or Licensee, this Agreement will become effective on the date you accept these Terms & Conditions by checking the acknowledgement box below.

OrcaVue may terminate this Agreement or your License, or suspend your use of either, if you: (a) violate the licensing restrictions in this Agreement or in the Licensing Agreement; (b) fail  to pay amounts due in a timely manner, (c) your billing or contact information is materially false, fraudulent or invalid; (d) you reversed or stopped payment on your credit card transaction with us; (e) you materially breach this Agreement, the Licensing Agreement, the Rental Agreement, or any terms of a purchase order; or (f) if you declare bankruptcy, enter receivership, or insolvency proceedings are instituted against you.  Upon termination, we will not longer be obligated to you under this Agreement (or your License, as the case may be) and your account on the OrcaVue Site will no longer be accessible to you. Further, upon termination, you will cease immediately your Product rental or use of the OrcaVue Software under License to you.

You may terminate this Agreement if OrcaVue materially breaches or otherwise fails to comply with this Agreement and has not cured such breach within fifteen (15) days of receiving written notice from you notifying us of the alleged breach.

The terms of Sections 3, 6, 7, 8, 10, 11, 12, 13, 17 and 18 shall survive termination or expiration of this Agreement.

16.    INTERNATIONAL USE

Although the OrcaVue Site may be accessible worldwide, we make no representation that materials thereon are lawful, appropriate or available for use in locations outside the United States of America, and accessing the OrcaVue Site from territories where its content is illegal is prohibited. Those who choose to access the OrcaVue Site from other locations do so on their own initiative and are solely responsible for compliance with all local laws. You acknowledge that if you access the OrcaVue Site from outside the United States, the laws on advertising, data privacy, content restrictions, and other pertinent topics may be different in your country (or location) from those in the United States under which the OrcaVue Site is compliant. Any offer for any Product, service, and/or information made in connection with the OrcaVue Site is void where prohibited.

 

17.    GOVERNING LAW AND ARBITRATION

 

This Agreement and your use of the OrcaVue Site and OrcaVue Products shall be governed by, construed and enforced in accordance with the substantive laws of the State of Maryland that are applicable to contracts made, executed and wholly performed in that State, without regard to its conflicts of laws rules, 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 U.S. Federal Courts situated in the State of Maryland. You agree that you will not object to such jurisdiction or venue on the grounds of lack of personal jurisdiction, forum non conveniens or otherwise; provided, however, that notwithstanding the foregoing, you agree that OrcaVue has the sole right and discretion to commence and prosecute an action against you in connection with this Agreement in your home jurisdiction. 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 and/or the United Nations Convention on Contracts for the International Sale of Goods.

 

In the event of a dispute, controversy or claim arising out of or relating in any way to this Agreement, OrcaVue or any Product, the complaining party must notify the other party in writing. Within thirty (30) days of such notice, both parties will meet in Rockville, Maryland or via telephone conference (or internet) to attempt to resolve the dispute in good faith. Should that attempt fail, the complaining party shall seek remedies exclusively through arbitration in Rockville, Maryland with a single arbitrator mutually agreeable to the parties, and in accordance with the rules of the American Arbitration Association.  The demand for arbitration shall be made within a reasonable time after the dispute or claim has arisen, and in no event shall it be made after the Maryland statute of limitations for the dispute or claim has expired. Each party will bear its own costs and fees for the arbitration. The arbitrators’ award shall be the sole and exclusive remedy between the parties. Arbitration shall proceed solely on an individual basis without the right for any claims to be arbitrated on a collective or class action basis or a basis involving claims brought in a purported representative capacity on behalf of others. Claims may not be joined or consolidated unless agreed to writing by all parties.

 

IN ANY ACTION OR PROCEEDING COMMENCED TO ENFORCE ANY RIGHT OR OBLIGATION OF THE PARTIES UNDER THIS AGREEMENT, TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, YOU HEREBY WAIVE ANY RIGHT YOU MAY NOW HAVE OR HEREAFTER POSSESS TO A TRIAL BY JURY. THIS WAIVER OF JURY TRIAL SHALL REMAIN IN EFFECT EVEN IF THE CLASS ACTION WAIVER IN THE PREVIOUS PARAGRAPH IS LIMITED, VOIDED OR FOUND TO BE UNENFORCEABLE.

 

In the event that arbitration of a dispute or claim is not deemed applicable or enforceable, then the parties agree to submit to the jurisdiction of the federal and state courts located in Montgomery County Maryland. If any provision of this Agreement is held to be illegal, invalid or unenforceable, this will not affect any other provisions and this 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 termination of this Agreement; provided, however, that no action arising out of this Agreement or your use of the OrcaVue Site, regardless of the form or basis of the claim, may be brought by you more than one year after the cause of action has arisen (or if multiple causes, from the date the first such cause of action arose).

 

To the extent permitted by law, both parties’ rights and remedies provided herein are cumulative and in addition to any other rights and remedies at law or equity.

 

18.    MISCELLANEOUS TERMS

 

Without limitation, this Agreement, our Privacy Policy, and any additional terms and conditions that apply to your use of any specific services, features and functions or the purchase, rental or licensing of any Products, as well as any other documents, policies and provisions we refer to in any of the foregoing, all of which are hereby incorporated herein by this reference, contains the entire understanding and agreement between you and OrcaVue and supersedes any and all prior, inconsistent or other understandings relating to the OrcaVue Site and your use of the OrcaVue Site. This Agreement cannot be modified, changed or terminated by you except as specifically described herein.  We reserve the right in our sole and absolute discretion to modify this Agreement at any time.

 

A printed version of this Agreement and of any notice given in electronic form shall be admissible in arbitral, judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

 

The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Where text requires, words in the singular shall be deemed to include the plural and vice versa, and words of any gender shall be deemed to include all genders. The word “and” shall include the word “or” and vice versa.