Terms of Use

Acceptance of Terms of Use

Please read through these Terms of Use carefully. By accessing and/or using VibrAlign’s Web site at www.vibralign.com (the “Public Site”) or by otherwise accessing any content found on the Site, you are deemed to have entered into an agreement with VibrAlign, Inc. and to have agreed to be bound by the terms set out below. The Site is owned and operated by VibrAlign, Inc.

Intellectual Property Protection

The contents and design of the Sites and any material electronically provided to you or otherwise supplied to you in conjunction with the Sites (such contents, design and materials being collectively referred to as the “VibrAlign Content”), are copyright of VibrAlign, Inc. and the other contributors to the Sites. You may not use or reproduce or allow anyone to use or reproduce any trade marks (such as the “VibrAlign” name and logo or other trade names appearing on the Sites) for any reason without written permission from VibrAlign, Inc. or the identified owner. The software which operates the Sites is proprietary software and you may not use it except as expressly allowed under these Terms of Use. You may not copy, reverse engineer, modify or otherwise deal with the software.

Use of VibrAlign Content

You may retrieve and display the VibrAlign Content on a computer screen, print individual pages on paper (but not photocopy them) and store such pages in electronic form on your computer for your personal, non-commercial use. Except as expressly set out above, you may not reproduce, modify or in any way commercially exploit any of the VibrAlign Content. In particular, but without limiting the general application of the restrictions contained in the preceding sentence, you may not do any of the following without prior written permission from VibrAlign:

  1. reproduce or store in or transmit to any other Web site, newsgroup, mailing list, electronic bulletin board, server or other storage device connected to a network or regularly or systematically store in electronic or print form, all or any part of the VibrAlign Content, or
  2. modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, or in any way exploit all or any part of the VibrAlign Content (including use as part of any library, archive or similar service) without the prior written consent of VibrAlign, or
  3. remove the copyright or trade mark notice from any copies of the VibrAlign Content made under these Terms of Use.
  4. Any use of the VibrAlign Content not specifically permitted above is expressly prohibited.

Requests for permission for other uses may be sent to VibrAlign, 530-G Southlake Boulevard Richmond, VA 23236, Attention: General Counsel.

Third Party Transactions

You may use the Site to purchase products or services from VibrAlign’s third party partners. In that event, your contract for such products will be with the third party partner and not with VibrAlign.

Term and Termination

VibrAlign may, in its discretion, terminate or suspend your access to all or part of the Sites (including any right to access and use the VibrAlign Content) with cause by delivering notice to you. The rights of termination are in addition to all other rights or remedies of VibrAlign provided in these Terms of Use or by law.

Changes to the Sites

VibrAlign reserves the right, in its discretion, to suspend, change, modify, add or remove portions of the VibrAlign Content available on the Site at any time.

Registration, Passwords and Responsibilities

The Site is only open to you if you register and are a member of the VibrAlign community (includes VibrAlign members, chairs, speakers, VibrAlign Associates or staff). You are solely responsible for the confidentiality and use of and access to the VibrAlign Content and the Member Site using your user name and sign-on password. You agree to immediately notify VibrAlign if you become aware of any loss or theft of any sign-on password or any unauthorized use of a sign-on password, user name, or of the VibrAlign Content or the Sites. You will provide VibrAlign with accurate, complete registration information (including in particular your e-mail address) and inform VibrAlign of any changes to such information. For the purpose of confirming your compliance with the terms of these Terms of Use, VibrAlign reserves the right to monitor and record activity on the Site, including access to the VibrAlign Content.

Each registration is for a single user only. You may not share your user name and password with any other person. VibrAlign does not permit access through a single name and password being made available to multiple users on a network. VibrAlign may cancel or suspend your access to the Sites if you do this without further obligation to you.

Privacy Policy

The information that you provide about yourself to VibrAlign will only be used in accordance with VibrAlign’s Privacy Policy Statement.

Community Forums

The Site includes bulletin boards, discussion groups and other areas that allow and interaction between members of the VibrAlign community (“forums”). While VibrAlign does not control the information/materials posted to forums by users (the “messages”), it reserves the right (which it may exercise at its sole discretion without notice) to delete, move or edit the Messages and to terminate your access to and use of the Forums in the event the messages violate the rules set out below.

You are solely responsible for the content of your messages. You must comply with any rules posted by VibrAlign on a forum or feedback venue. You may not:

  1. post, link to or otherwise publish any messages with recommendations to buy or refrain from buying a particular security or which otherwise have the purpose of affecting the price or value of any security;
  2. post, link to or otherwise publish any messages that are unlawful, threatening, abusive, libelous, indecent, infringe copyright or other rights of third parties or which contain any other form of illegal content;
  3. post or otherwise publish any messages that contain a virus or other harmful component;
  4. disguise the origin of any messages;
  5. impersonate any person or entity (including VibrAlign staff or other members of the VibrAlign community) or misrepresent any affiliation with any person or entity;
  6. post or otherwise publish any messages unrelated to the forum, the forum’s topics, or feedback subject;
  7. knowingly post or transmit any messages that contain software viruses, files or code designed to interrupt, destroy or limit the functionality of the Site or any computer software or equipment;
  8. collect or store other users’ personal data;
  9. restrict or inhibit any other user from using the Forums.

By submitting messages to any forum or feedback, you agree to indemnify and hold harmless VibrAlign from all claims, costs and expenses (including legal expenses) arising out of any messages posted or published by you that are in breach of these Terms of Use.

Forums and feedback contain messages submitted by users over whom VibrAlign has no control. VibrAlign cannot guarantee the accuracy, integrity or quality of any messages. Some users may breach these terms and post Messages that are misleading, untrue or offensive. You must bear all risk associated with your use of the forum and feedback, and should not rely on messages in making (or refraining from making) any specific investment or other decisions.

It is not possible for VibrAlign to fully and effectively monitor Messages that are submitted for infringement of third party rights. If you believe that a message infringes your legal rights, you should notify VibrAlign immediate.

No Warranty, Disclaimer of Liability and Indemnity

While every effort has been made to ensure the high quality and accuracy of the Sites, VibrAlign makes no warranty, express or implied concerning the VibrAlign Content, the Sites, software or products or services available through the Sites (the “Site Services”), which are provided “as is”. VibrAlign expressly disclaims all warranties, including but not limited to warranties of fitness for a particular purpose and warranties of merchantability. In no event will VibrAlign, its affiliates or other suppliers be liable for direct, special, incidental, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information or other pecuniary loss) arising directly or indirectly from the use of (or failure to use) or reliance on the Site Services, even if VibrAlign has been advised of the possibility that such damages may arise.VibrAlign does not guarantee the accuracy, content, or timeliness of the VibrAlign Content or Site Services or that they or related systems are free from viruses or other contaminating or destructive properties.

In no event will any liability of VibrAlign, its affiliates, agents and licensors to you (and/or any third party) arising out of any kind of legal claim (whether in contract, tort, or otherwise) in any way connected with the Site Services or breach of these Terms of Use by VibrAlign exceed the amount, if any, paid by you to VibrAlign in respect of the particular Site Service to which the claim relates or by way of membership dues.

Upon VibrAlign’s request, you agree to defend, indemnify and hold harmless VibrAlign from any claims and expenses, including reasonable legal fees, related to any breach of these Terms of Use by you or your use of any Site Services

Force Majeure

VibrAlign, its affiliates and its information providers will not be liable or deemed to be in default for any delay or failure in performance or interruption of the delivery of the VibrAlign Content resulting directly or indirectly from any cause or circumstance beyond its or their reasonable control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes or natural disasters, strikes or other labor problems, wars, or governmental restrictions.

Changes to these Terms

VibrAlign may, in its discretion, change these Terms of Use (including those relating to your use of Sites and/or the VibrAlign Content). When the Terms of Use are changed, VibrAlign will notify you by e-mail or by publishing details of those changes by including them in these Terms of Use. If you use the Sites after VibrAlign has published or notified you of the changes, you are agreeing now to be bound by those changes. If you do not agree to be bound by those changes, you should not use the Sites any further after they are published. Access to certain the VibrAlign Content may be subject to additional terms and conditions.

Advertising, Third Party Content and other Web sites

Parts of the Site may contain third party content. Content providers are responsible for ensuring that material submitted for inclusion on the Sites complies with international and national law. VibrAlign is not responsible for any third party content. The Sites may contain links to other Web sites. VibrAlign is not responsible for the availability of these Web sites or their contents.

Assignment of Agreement

This agreement is personal to you and your rights and obligations under these Terms of Use may not be assigned, sub-licensed or otherwise transferred. This agreement may be assigned to a third party by VibrAlign.

Non-Waiver

No delay or omission on the part of either party in requiring performance by the other party of its obligations will operate as a waiver of any right.

Notices

Notices to VibrAlign must be given in writing by letter and sent to VibrAlign’s last known place of business in Richmond, VA (for the attention of the General Counsel).

Severability/Survival/Statute of Limitations

If any provision of these Terms of Use is invalid or unenforceable, such will not render all the Terms of Use unenforceable or invalid but rather the Terms of Use will be read and construed as if the invalid or unenforceable provision(s) are not contained therein. Any cause of action of yours with respect to these Terms must be filed in a court of competent jurisdiction in Richmond,VA, USA, within one year after the cause of action has arisen, or such cause will be barred, invalid, and void.

Whole Agreement

Save as expressly referred to herein, any representation, warranty, term or condition not expressly set out in these Terms of Use shall not apply.

Headings

Headings in these Terms of Use are for convenience only and have no legal meaning or effect.

Governing Law and Jurisdiction

These Terms of Use shall be governed by, and construed in accordance with, the law of the State of Virginia. The parties irrevocably agree that the courts of Richmond,VA shall (subject to the paragraph below) have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these Terms of Use or the legal relationship established by them, and for those purposes irrevocably submit all disputes to the jurisdiction of the Richmond,VA courts.

For the exclusive benefit of VibrAlign, VibrAlign shall retain the right to bring proceedings as to the substance of the matter in the courts of the country of your residence or, where these Terms of Use are entered into in the course of your trade or profession, the country of your principal place of business.