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Terms of Use

Your Acceptance of Terms of Use

These terms and conditions of use ("Terms of Use") set forth the legally binding terms for your use of vix.com. By using and/or visiting this Web site (collectively, including all content and functionality available through vix.com, the "Web site"), you signify your agreement to (1) these Terms of Use, (2) the Vix privacy policy (the "Privacy Policy"), (3) Vix's Code of Conduct, and (4) any other legal notices or guidelines located within the Web site. If you do not agree to any of these Terms of Use, the Privacy Policy or the Code of Conduct please do not use the Web site and exit now. If you wish to become a registered user of the Web site, communicate with other registered users, and make use of certain Vix services or programs, you must read these Terms of Use and indicate your acceptance of them during the registration process. Throughout these Terms of Use, the words "we," "us," "our," and "Vix" refer to Vix, Inc. and its parent, subsidiaries, and affiliates collectively.

Important Legal Information About Privacy

The terms and conditions of Vix's Privacy Policy, which is available at Privacy apply to your use of the Vix Owned & Operated Sites, form an integral part of your agreement with us, and are incorporated by reference into these Terms of Use. You should read the Privacy Policy very carefully before you use our Web site because by using the Web site you will be agreeing to everything in these Terms of Use, including the terms contained in our Privacy Policy.

Modification To These Terms of Use And Our Web site

We may add to, update, delete from or modify the Vix Owned & Operated Sites at any time in our sole discretion. We reserve the right, at any time and from time to time, for any reason and in our sole discretion, to change the Terms of Use. We may post or display notices of changes to the Terms of Use on the Vix Owned & Operated Sites. Once posted, these changes to the Terms of Use become effective immediately. If any change that we make is not acceptable to you, promptly stop using the Vix Owned & Operated Sites. Any use by you of the Web site after any changes to our Terms of Use become effective will signify your agreement to be bound by those changes. You should check back regularly and review these Terms of Use so that you are aware of the most current rights and obligations which apply to your agreement with us. Nothing in these Terms of Use shall be deemed to confer any third-party rights or benefits to you.

Vix Owned & Operated Sites

These Terms of Use apply to all users of the Vix Owned & Operated Sites, including users who are also registered users. The Vix Owned & Operated Sites includes all aspects of and pages within Vix.com. The Vix Owned & Operated Sites may contain links to third-party web sites that are not owned or controlled by Vix. Vix has no control over, and assumes no responsibility for, the content, privacy policies or practices of any third-party web sites. In addition, Vix is unable and unwilling to censor or edit the content of any third-party web site. By using the Vix Owned & Operated Sites, you expressly relieve Vix from any and all liability arising from your use of any third-party web site. Accordingly, we encourage you to be aware when you leave the Vix Owned & Operated Sites and to read the terms and conditions and privacy policy of each third-party web site that you visit. It is your responsibility to take precautions to ensure that whatever you select from third-party web sites for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the third-party web sites linked to the Vix Owned & Operated Sites, you do so entirely at your own risk. Vix encourages you to carefully choose the information you upload or post on the Web site and provide to others. You are strictly prohibited from uploading or posting any information or photographs that contain nudity or otherwise contain illegal, obscene, lewd, excessively violent, sexually explicit or other subject matter that may be found objectionable by others. Even with this restriction, however, such content may be uploaded by other registered users. Content uploaded by registered users may also contain factual inaccuracies and inappropriate material. If you become aware of misuse of the Web site by any person, please contact us. Vix reserves the right to remove, edit or reject any User Submissions (defined below) at any time, in its sole discretion. Furthermore, Vix may restrict, suspend or terminate any user's access to all or any part of the Web site at any time, for any or no reason, with our without notice and with no liability to Vix whatsoever. Vix permits you to access and use materials on the Web site for personal, non-commercial purposes only. You may not, however, copy any of the materials located on our Web site onto your own web server for any reason. Vix provides an "Embeddable Player" feature, which you may incorporate into your own personal, non-commercial web sites for use in accessing the materials on the Web site, provided that you include a prominent link back to the Vix Owned & Operated Sites on the pages of your personal site containing the Embeddable Player.

Web site Access

Vix hereby grants you a limited, personal, non-exclusive, fully revocable license to use and access the Web site as set forth in these Terms of Use, provided that: (i) you will not distribute any part of the Web site (other than User Submissions (defined below) owned by you) in any medium without Vix's prior written authorization; (ii) you will not alter, disassemble, decompile, reverse engineer or otherwise modify any part of the Web site other than as may be reasonably necessary to use the Web site for its intended purpose; and (iii) you will otherwise comply with these Terms of Use. You may access the Web site and User Submissions solely for your personal, noncommercial use and for Streaming (defined below) User Content and other Web site Content (defined below) located on the Web site. You further agree that you will not use the Web site for any commercial purposes, including without limitation to gain advertising or subscription revenue. You agree not to delete, change or modify in any way the copyright notices or trademarks contained on the Web site. For purposes of these Terms of Use, "Streaming" means the contemporaneous digital transmission of an audio or visual work through the Internet via our Web site to a devise in a manner that is intended for real-time listening or viewing by a user, but not for copying, storing, permanently downloading or redistribution by a user. In order to access some features of the Web site such as MyVix, you will have to create a registered user account. You may never use another's account without permission. When creating your account, you agree that you will provide current, complete and accurate information, and you agree that you will update your account information as necessary to keep it current, complete and accurate. You are solely responsible for the activity that occurs on your account, and you are responsible for keeping your account password secure. You must notify Vix immediately of any breach of security or unauthorized use of your account. Although Vix will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of Vix or others due to such unauthorized use. You agree not to collect or harvest any personally identifiable information, including account names and or passwords, from the Web site, nor to use the communication systems provided by the Web site for any commercial solicitation purposes. You agree that you will not use the Vix Owned & Operated Sites and the services offered through the Web site (i) in connection with any commercial activities and/or sales, including without limitation contests, sweepstakes, advertising, or pyramid schemes, (ii) to promote information that you know is false or misleading or to promote illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous, (iii) to further or promote any criminal activity or enterprise, including without limitation drug dealing, gambling, prostitution, harassment, stalking, copyright infringement, patent infringement, or theft of trade secrets, (iv) to solicit personal identifying information for commercial or unlawful purposes, (v) to advertise to, solicit, or sell to any person without their prior explicit consent, (vi) to harvest or collect e-mail addresses or other contact information of users for purposes of sending unsolicited communications. In order to protect third parties and other users from such prohibited conduct, Vix reserves the right to restrict communications which a user may send through the Vix Owned & Operated Sites, in its sole discretion. Vix reserves the right to suspend your access and use of the Web site and terminate your registered user account at our sole discretion.

Intellectual Property Rights

The content on the Vix Owned & Operated Sites, except all User Submissions (as defined below), including without limitation, the text, information, data, software, scripts, graphics, photos, sounds, videos, music, interactive features, products, materials, services and the like ("Web site Content") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to Vix, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. You in no way will obtain any ownership interest in the Web site Content or Marks contained on this Web site. Web site Content is provided to you "AS IS" for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Vix reserves all rights not expressly granted in and to the Web site and the Web site Content. You agree to not engage in the use, copying, or distribution of any of the Web site Content other than as expressly permitted herein or as reasonably necessary to use the Web site for its intended purpose, including any use, copying, or distribution of Web site Content or User Submissions of third parties obtained through the Web site for any commercial purposes. If you download or print a copy of the Web site Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Web site or features that prevent or restrict use or copying of any Web site Content or enforce limitations on use of the Web site or the Web site Content therein.

User Submissions

The Vix Owned & Operated Sites may now or in the future permit the submission of certain user-generated text, audios, videos or other content to the Web site ("User Submissions") and the hosting, sharing, transmission and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, Vix does not guarantee any confidentiality with respect to any User Submissions. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize Vix to use all copyrights, trademarks, trade secrets, patents or any other proprietary rights in and to your User Submissions to enable inclusion and use of such User Submissions in the manner contemplated by the Web site and these Terms of Use; (ii) the posting and/or publication of your User Submission on or through the Web site does not and will not violate the privacy rights, publicity rights or other rights of any person; and (iii) you have the written consent, release, and/or permission of each and every identifiable individual person in your User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Web site and these Terms of Use. You further affirm, represent and warrant that your User Submissions are not defamatory or libelous in any manner whatsoever. You will retain all of your ownership rights in your User Submissions; however, by submitting a User Submission to Vix, you hereby grant Vix a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use, reproduce, publish, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Vix Owned & Operated Sites and Vix's (and its successor's) business, including without limitation for promoting and redistributing part or all of the Vix Owned & Operated Sites (and derivative works thereof) in any media formats and through any media channels, and including the right, at Vix's sole discretion, to distribute such User Submissions to sponsors and other third parties. You also hereby grant each user of the Vix Owned & Operated Sites a non-exclusive license to access your User Submissions through the Web site, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Web site and under these Terms of Use. You hereby waive any and all moral rights and all rights of a similar nature in any jurisdiction in your User Submission. In connection with User Submissions, you further agree that you will not: (i) publish falsehoods or misrepresentations that could damage Vix or any third party; (ii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, intimidating, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense of any federal, state or local law, give rise to civil liability, violate any law, or is otherwise inappropriate; (iii) post advertisements or solicitations of business; or (iv) impersonate another person or falsely state or otherwise misrepresent yourself, your age or your affiliation with any third party, organization or person. Vix does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and Vix expressly disclaims any and all liability in connection with User Submissions. Vix does not permit copyright infringing activities and infringement of intellectual property rights on its Web site, and Vix will remove all Web site Content and User Submissions if properly notified that such Web site Content or User Submission infringes on another's intellectual property rights. Vix reserves the right to remove Web site Content and User Submissions without prior notice. Vix will also terminate a User's access to its Web site if Vix determines in its sole discretion that such user is a repeat infringer. Vix also reserves the right to decide whether Web site Content or a User Submission is appropriate and complies with these Terms of Use for violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. Vix may remove such User Submissions and/or terminate a User's access for uploading such material in violation of these Terms of Use at any time, without prior notice and at its sole discretion. If you become aware of misuse of the Vix Owned & Operated Sites by any person, please contact Vix. You understand that when using the Vix Owned & Operated Sites, you will be exposed to User Submissions from a variety of sources, and that Vix is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Vix with respect thereto, and agree to indemnify and hold Vix, its owners/operators, affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the Web site.

Digital Millennium Copyright Act

Notification. If you are a copyright owner or an agent thereof and believe that any User Submission or other Web site Content infringes upon your copyright, you may submit a written notification pursuant to the Digital Millennium Copyright Act ("DMCA") (see 17 U.S.C. 512(c)(3) for further information) by providing our Copyright Agent (listed below) with the following information: (i) an electronic or physical signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) a description of the copyrighted work claimed to have been infringed or if multiple copyrighted works are covered by a notification, a representative list of such works at our Web site; (iii) a description of the location on the Vix Owned & Operated Sites of the allegedly infringing material(s); (iv) your address, telephone number, and email address; (v) a written statement that you have a good faith belief that use of the material(s) in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a written statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Vix's designated Copyright Agent for notice of claims of infringement is: Manny Borges Vix 2121 Ponce de Leon Blvd., Suite 800 Coral Gables, FL 33134 email: dmca@vix.com telephone: 305 476 2974 ext: 237 fax: 305 476 8280 Only notices of alleged copyright infringement should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Vix's customer service. You acknowledge that if you fail to comply with all of the notice requirements of the DMCA, your notice may not be valid. Counter-Notification. If you believe that any User Submission of yours that was removed is not infringing, or that you have the appropriate rights from the copyright owner or third party, or pursuant to the law, to post and use the material in your User Submission, you may send a counter notification containing the following information to the Copyright Agent: (i) your physical or electronic signature; (ii) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled; (iii) a statement (under penalty of perjury) that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the material; and your name, address, telephone number, and e-mail address, along a statement that you consent to the jurisdiction of the federal court in Miami, Florida and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter notification is received by the Copyright Agent, Vix may send a copy of the such counter notification to the original notifying party. The original notifying party shall have ten (10) business days to file an action for copyright infringement and seek a court order against the content provider or user posting such material. If no such infringement action is filed within such 10 business days, Vix may, in its sole discretion, reinstate the removed material or cease disabling such material. In accordance with the DMCA and other applicable law, Vix may, in appropriate circumstances, terminate access, at Vix's sole discretion, of any registered user that Vix finds to be a repeat infringer of others copyrights. Vix may also, in its sole discretion, limit or fully terminate access to the Web site of any user infringing the intellectual property rights of others, regardless of whether such user is repeat offender or not.

Member Disputes

You are solely responsible for your interactions with other users of the Vix Owned & Operated Sites. Vix reserves the right, but has no obligation, to monitor disputes between you and other users.

Warranty Disclaimer

YOU AGREE THAT YOUR USE OF THE VIX OWNED & OPERATED SITES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, VIX, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEB SITE AND YOUR USE THEREOF. VIX MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEB SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE WEB SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEB SITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEB SITE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEB SITE BY ANY THIRD PARTY, AND/OR (IV) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE VIX OWNED & OPERATED SITES. VIX DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY ANY THIRD PARTY THROUGH THE VIX OWNED & OPERATED SITES OR ANY HYPERLINKED WEB SITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND VIX WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Limitation of Liability

IN NO EVENT SHALL VIX, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF WEB SITE CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEB SITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEB SITE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEB SITE BY ANY THIRD PARTY, AND/OR (IV) ANY ERRORS OR OMISSIONS IN ANY WEB SITE CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE VIX OWNED & OPERATED SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT VIX IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT VIX SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. The Web site is controlled and offered by Vix from its facilities in the United States of America. Vix makes no representations that the Vix Owned & Operated Sites is appropriate or available for use in other locations. Those who access or use the Vix Owned & Operated Sites from other jurisdictions do so at their own volition and are responsible for compliance with local law.

Indemnity

You agree to defend, indemnify and hold harmless Vix, its affiliates, officers, directors, employees and agents ("Vix Indemnitees"), from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Vix Owned & Operated Sites; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Use and your use of the Vix Owned & Operated Sites. You hereby agree to waive the application of any law that may limit the efficacy of the foregoing agreement to defend and indemnify Vix Indemnitees.

Ability to Accept Terms of Use

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. In any case, you affirm that you are over the age of 13, as the Vix Owned & Operated Sites is not intended for children under 13. IF YOU ARE UNDER 13 YEARS OF AGE, THEN PLEASE DO NOT USE THE VIX OWNED & OPERATED SITES AND EXIT NOW.

Assignment

These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Vix without restriction.

Governing Law: Exclusive Forum For Resolving Disputes

You agree that: (i) the Vix Owned & Operated Sites shall be deemed solely based in [Florida]; and (ii) the Vix Owned & Operated Sites shall be deemed a passive Web site that does not give rise to personal jurisdiction over Vix, either specific or general, in jurisdictions other than [Florida]. These Terms of Use shall be governed by the internal substantive laws of the State of [Florida], without respect to its conflict of laws principles. Any claim or dispute between you and Vix that arises in whole or in part from the Vix Owned & Operated Sites shall be decided exclusively by a federal or state court of competent jurisdiction located in the State of [Florida].

Limitation of Actions

YOU AND VIX AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE VIX OWNED & OPERATED SITES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Entire Agreement.

These Terms of Use, together with the Privacy Notice, Code of Conduct and any other legal notices published by Vix on the Web site, shall constitute the entire agreement between you and Vix concerning the Web site.

Invalidity; Waiver

If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of this these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and Vix's failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

Termination/Exclusion

We reserve the right, in our sole discretion, to revoke, terminate or suspend any and all privileges associated with accessing our Web site, and to take any other action we deem appropriate for any reason or for no reason whatsoever, including improper use of this Web site or failure to comply with these Terms of Use.

User Suggestions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information provided by you to Vix are not confidential and shall become the sole property of us. Vix shall be entitled to the unrestricted use and dissemination of these submissions for any purpose, commercial or otherwise without any acknowledgement of or compensation to you. If you have any questions regarding these Terms of Use, contact us.