Terms Of Service

TERMS OF USE

The Effective Date of these Terms of Use is July 1, 2016.

PLEASE CAREFULLY READ THESE TERMS OF USE (“Terms“) BEFORE USING ANY OF OUR SITES (DEFINED BELOW), AS THEY GOVERN YOUR USE OF THE SITES AND AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. These Terms apply to all web sites that post these Terms, including any features, applications, widgets or online services that post a link to the Terms, whether accessed via computer, mobile device or otherwise, including without limitation, those of the Verge Campus, GoodMusicAllDay and CMDY websites (each a “Site” and collectively, “Sites“). The Sites are owned or controlled by Verge Campus Media, LLC (“Verge“). By using any portion of any one of the Sites, you agree to these. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, DO NOT USE ANY SITE.

WHO WE ARE

Verge is excited to provide a thriving set of Sites that inform and engage the college and university community.  Verge Campus provides users an online pop culture, music and lifestyle publication focused around college students and college interests. Users can also apply to contribute content to the service.

OWNERSHIP OF SITE MATERIALS

Unless otherwise explicitly specified, all materials that are included in or are otherwise a part of the Sites – including, without limitation all  trademarks, service marks, trade names and business names that are trade identities of Verge (the “Verge Marks“), together with any and all copyrightable material published at and/or underlying the Sites, including the overall “look and feel” of the Sites, all graphics, layout, text, images, audio, video, design, photos, artwork, information, data, as well as all source, object, and html code, the compilation, assembly and arrangement of the content of the Sites; and all other materials related to the Sites (collectively, the “Materials“) are owned, controlled and/or licensed to  Verge, its subsidiaries or affiliates and all such Materials are protected from unauthorized use, copying, distribution and display by U.S. and international copyright, trademark, patent and other laws, rules, regulations and international treaties.

The Materials may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, without the prior written authorization of Verge, except as is expressly provided in these Terms. Any other use of the Materials or Verge Marks without the prior written authorization of Verge is strictly prohibited.

Except as expressly set forth in these Terms or otherwise expressly granted to you in writing by Verge, no rights in any of the Verge Marks or Materials are granted to you. Any and all rights to use any Materials not expressly granted to you under these Terms are hereby reserved for Verge and/or its members, managers, subsidiaries, affiliates or licensors.

You acknowledge and agree that you will not, directly or indirectly, contest or challenge the validity or ownership of the Materials and the Verge Marks. You acknowledge and agree that you will not acquire or claim any rights in the Materials or the Verge Marks, or aid or abet anyone else in doing so.

OWNERSHIP OF CONTENT THAT YOU UPLOAD

As a user of our Sites you may be encouraged to upload materials to the Site(s).  You agree that, without exception, you will entirely own or otherwise have the unrestricted right to upload all such materials to the Site(s) and you will indemnify (meaning pay) Verge and hold Verge harmless for any claim, expense, cost or other liability of any kind whatsoever (including claims by third parties that they own or have conflicting rights to such materials) if you do not own or have such right with respect to any such materials or any portion thereof.

YOUR LIMITED LICENSE TO USE SITE MATERIALS

Verge grants you a limited, personal, non-exclusive, non-commercial, revocable and non-transferable license to use, download, and print the Materials for your personal, non-commercial use. This license is subject to your full compliance with these Terms. When you download or use Materials, you agree to and you must: (a) keep intact all copyright and other proprietary notices; (b) make no modifications to the Materials; and (c) not allow or assist any third party to copy, reproduce, display, distribute, create derivative works from said Materials.  Without limiting the foregoing, you expressly agree not to reverse engineer, the Sites or any code associated therewith and you further agree not to  use any robot, scraper, or other data mining technology or process, frame, mask, or mirroring technology on the Sites or the Materials (except as may be a result of standard search engine or Internet browser usage).

REPORTING COPYRIGHT AND OTHER INTELLECTUAL PROPERTY VIOLATIONS

Verge encourages you to report any content on the Sites that you believe infringes your rights. If you have a good faith belief that content on the Sites infringe your copyright, trademark, or other intellectual property rights, please follow the procedures set forth below.

In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA“), Verge has a designated agent for receiving notices of copyright infringement and Verge follows the notice and take down procedures of the DMCA. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Verge’s copyright agent the following information required by the Online Copyright Infringement Liability Limitation Act of the DMCA, 17 U.S.C. 512: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party; (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, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notice of claims of copyright infringement must be sent to Verge’s Copyright Agent at: hello@vergecampus.com.

We have a policy of terminating the accounts of users who we determine (in our reasonable discretion) are repeat infringers. It is often difficult to determine if your intellectual property rights have been violated or if the DMCA requirements have been met. We may request additional information before we remove any infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove your content along with that of the alleged infringer pending resolution of the matter. Verge will use its reasonable efforts to notify you if your materials have been removed based on a third party complaint of alleged infringement of the third party’s intellectual property rights.

INFORMATION AND CONTENT YOU SUBMIT

The Sites may provide you and others with the opportunity to submit, post, display, transmit, perform, publish, distribute or broadcast content and materials to our Site(s), including, without limitation, audio, video. digital and photographic content, comments, ideas, reviews and editorial content, music, suggestions and other content (collectively, “User Content“). You will also be encouraged to participate in message boards, chat rooms and other public areas (“Community Forums”).  Except as otherwise described in these Terms and in the Privacy Policy, you agree that your User Content, including any User Content submitted through a Community Forum or intended for publication on our Site(s), will be treated as non-confidential and non-proprietary and will not be returned.

You remain the owner of your User Content, but you acknowledge that Verge must have a license from you in order to accept your User Content. You grant to Verge the unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty-free right and license to host, use, reproduce,  display, perform, modify, create derivative works from, distribute, , disclose, sell, re-sell, sub-license, transmit, publish, broadcast,  reformat, translate, archive, store, cache or otherwise exploit in any manner whatsoever, all or any portion of your User Content for any purpose whatsoever in all formats, on or through any media, software, formula or medium now known or later developed, and with any technology or devices now known or later developed and to advertise, market and promote the same.

You further agree that Verge is free to use any ideas, concepts, know-how or techniques contained in any User Content you send to the Sites or Verge, for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products and or services using such User Content; or creating informational articles based on or advertising our products and services, and without obligation, remuneration or attribution of any kind to you or anyone else. You further perpetually and irrevocably grant to Verge the unconditional right to use and exploit your name, persona and likeness included in any User Content and in connection with any User Content, without any obligation, remuneration or attribution of any kind to you or anyone else. You further authorize Verge to publish your User Content in a searchable format that may be accessed by users of the Sites and the Internet. Except as prohibited by law, you waive any moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you.

You agree that you either: (i) own the rights to the User Content you submit and the right to grant all of the rights and licenses in these Terms; or (ii) you have all necessary rights and licenses from the owner(s) of these rights to enter into these Terms and grant Verge these licenses. Upon Verge’s request, you will furnish to Verge any documentation, substantiation or releases necessary to verify your compliance with these Terms.

You agree that Verge has no obligation to monitor or enforce your intellectual property rights to your User Content but has the right to protect and enforce its and its rights to your User Content including, without limitation, by bringing and controlling actions in your name and on your behalf (at Verge’s cost and expense, to which you agree to consent and irrevocably appoint Verge as your attorney-in-fact, with the power of substitution and delegations, which appointment is coupled with an interest).

You further acknowledge and agree that Verge does not and will not have any obligation to review, monitor, display, accept or exploit any User Content and Verge may, in its sole discretion, delete, move, re-format, edit, alter, distort, remove or refuse to exploit User Content at any time without notice or liability to you or any other party. You understand that User Content need not be maintained on the Site by us for any period of time and we reserve the right to delete it at any time.

All of your User Content is your sole responsibility. This means that you are entirely responsible for all User Content that you upload, post, e-mail, transmit or otherwise make available via the Sites. If you post personal information to publicly available areas of the Sites then you may receive unsolicited messages from third parties. Under no circumstances will we be liable in any way for any of User Content including, without limitation, any errors or omissions in User Content, or for any loss or damage of any kind incurred as a result of User Content.

VIRAL DISTRIBUTION AND WIDGETS

Verge may allow you – but only through express written permission -to engage in certain personal uses of Materials that include the ability to share Materials with others (“Viral Distribution“). For example, the Site may allow you to send Materials to friends, display Materials on your personal web site or post Materials on a third party web site. We reserve the right to revoke our permission for Viral Distribution at any time and for any reason and you agree to comply with any terms we post in connection the Viral Distribution of Materials.

Similarly, the Site may provide content that you may choose to embed on your personal web page, third party web site or social networking site by pasting the HTML or other code provided by us (typically labeled as an embed code) (“Widgets“). Widgets are Materials and subject to the limited, revocable license described above for Materials. We may discontinue providing the services necessary for the Widgets to operate or we may disable Widgets you have embedded at any time for any reason without any liability to you. You agree that our permission to you to use Widgets on your personal web page does not provide you (or any third party) with any intellectual property rights in or to the Widget or any Materials made available via any Widget.

You agree that you will not embed or otherwise make available a Widget on a web page or web site containing content that (i) is threatening, abusive, harassing, hateful, or racially, ethnically or otherwise objectionable (in Verge’s sole opinion). You agree not to circumvent the security or rights management features in the Widget or any component of the Widget that are designed to prevent users from copying, manipulating or retaining the Materials made available via the Widget. You also agree to not use the Widget or any component of the Widget to display content other than the Materials provided or intended by Verge to be displayed via a particular Widget.

NOTICE TO THIRD PARTY SITES: Any Materials made available in connection with your site, or otherwise, by our Widgets, third party widgets or otherwise is our exclusive property and no grant of any intellectual property rights is made by us. We retain the right to demand that you cease any use of our Materials upon notice.

PAID SERVICES

Some of the services on the Sites may now or in the future require you to pay a fee as described in the specific conditions included where those services, if any, are offered. You agree to pay all fees and charges that you incur. Unless otherwise noted, all currency references are in U.S. dollars. We may at any time change the amount of, or basis for determining, any fee or charge, or institute new fees or charges. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable. Verge does not provide any price protection or refunds. We may occasionally offer promotions for free or at special discounted prices. If you sign up for a promotion, you may be either 1) automatically renewed at the normal rate in effect at the end of the trial period, unless you cancel by the required time; or 2) terminated, unless you successfully renew at the paid rate, depending on the terms of your trial.

ACCEPTABLE USE POLICY; COMMUNITY USAGE RULES

When you contribute, upload or otherwise provide User Content to a Site, you agree to comply with the following Community Usage Rules

Rules:

  • User Content must be yours. All User Content must be original with you, not copied from someone else’s work, and you must have all rights in the User Content; OR, all persons who contributed in any way or have any rights to your User Content or otherwise appear in the User Content have given you express permission to upload and distribute said content as User Content on the Site and elsewhere.
  • No pictures or images of anyone but those you know. If you choose to upload photos to the Site, link to embedded videos, or include other images of real people, make sure they are of you or of you and someone you know but only with their express permission to post it. Every person in any photo should be at least 18 years of age unless they are your own children or legal charges.
  • Do not upload third party materials. Your User Content should not contain any visible logos, phrases or trademarks or other third party materials or content including text, graphics, music, sound or images.  In particular, do not upload or post any content that belongs to other people and pass it off as your own. This includes any content that you might have found elsewhere on the Internet.
  • Only original music. Your User Content may not contain any music unless the work and performance is original with you and/or you have all rights to the musical work.
  • Follow codes of social decency. Be respectful of others’ opinions and comments so we can continue to build a community for everyone to enjoy. Harassing, stalking and personal attacks are prohibited. Your User Content may not threaten, abuse or harm others. Your User Content may not include any negative comments that are connected to race, national origin, sexual preference or physical handicap or that are defamatory, slanderous or pornographic.
  • Do not use the Sites for commercial purposes. Your User Content may not advertise or promote a product or service except those provided on the Sites. You may not use your User Content to raise money for anyone or for a pyramid or other multi-tiered marketing scheme.
  • Do not upload User Content that is illegal. Your User Content may not promote any illegal activity. If you do upload or post User Content that is illegal or in violation of applicable law, we reserve the right to take action that we deem appropriate, in our sole discretion, including reporting you to the proper governmental authorities.
  • No violence. Your User Content may not promote violence or describe how to perform a violent act.
  • Do not misrepresent yourself or your User Content. Do not impersonate any other person, user or company or upload or post User Content that you know is false, fraudulent, deceptive, inaccurate, misleading or that misrepresents your identity or affiliation with a person or company.
  • Public forum. Please remember that the Community is a public forum and User Content that you post on the Community Forum will be accessible and viewable by other users.
  • Do not share your or other people’s personal information. Your User Content may not reveal your or another person’s address, phone number, e-mail address, credit card number or any information that may be used to track, contact, or impersonate you or that individual or that is extremely personal, confidential or proprietary in nature.
  • Do not damage the Sites or anyone’s computers. User Content may not contain viruses, Trojan horses, spyware or any other technologies that could impact the operation of the Sites or any computer system.

YOUR REPRESENTATIONS AND WARRANTIES

You represent and warrant that: (i) you have the legal right and capacity to enter into these Terms in your jurisdiction and to comply with these Terms or, if you are a minor, your parent or legal guardian has approved your participation on this Site and has read and agreed to these Terms on your behalf;  (ii) you hold and will continue to hold all rights necessary to enter into and perform your obligations under these Terms; and (iii) that you will conduct yourself and your activities in compliance with all of these Terms when accessing and  using the Sites.

You agree that you will be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed to access and use the Sites. You also agree to comply with all rules, laws and regulations that are applicable to your use of the Sites, including, without limitation, those governing your transmission or use of any software or data.

YOUR INTERACTIONS AND DISPUTES WITH OTHER USERS

You are solely responsible for your interaction with other users of the Sites, whether online or offline. We are not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others, when you submit or post any personal or other information, and in all other online activities.

PROMOTIONS

The Sites may contain or offer sweepstakes or other promotions, which may be governed by a separate set of rules that describe the sweepstakes or promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid and to determine the sponsor’s requirements of you in connection with the applicable sweepstakes or promotion.

THIRD PARTY LINKS, CONTENT AND APPLICATIONS

There may be links from the Sites, or from communications you receive from the Sites, to third party web sites or online features. The Sites also may include third party content that we do not control, maintain or endorse.

You may choose, at your sole and absolute discretion and risk, to use applications that connect a Site or your profile on a Site with a third party site (each, an “Application“) and such Application may interact with, connect to or gather and/or pull information from and to your Site profile. By using such Applications, you acknowledge and agree to the following: (i) if you use an Application to share information relating to your Site accounts, you are consenting to the information about your account being shared; (ii) your use of an Application may cause personally identifying information to be publicly disclosed and/or associated with you, even if Verge has not provided such information; and (iii) your use of an Application is at your own option and risk, and you will hold Verge harmless for the sharing of information relating to your Site accounts that results from your use of an Application. You must read all log-in boxes and other pop-up boxes closely for notices about sharing your account information with, through or by any other means identified on an Application.

We do not control any of these third party sites or any of their content. Accordingly, you expressly acknowledge and agree that we are in no way responsible or liable for any of those third party sites or online features. YOUR USE OF AND DEALINGS WITH OTHERS FOUND THROUGH THE SITES INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY.

LINKING POLICY

Verge grants you the revocable permission to link to the Sites; provided, however, that your web site: (a) must not frame or create a browser or border environment around any of the content on the Sites or otherwise mirror any part of the Sites (except as explicitly permitted as described in the “VIRAL DISTRIBUTION AND WIDGET” section above); (b) must not imply that Verge or any Site is endorsing or sponsoring it or its products, unless we have given our prior written consent; (c) must not present false information about, or disparage, tarnish, or otherwise, in Verge’s sole opinion, harm Verge or its products or services; (d) must not use any Verge Marks without our prior written permission; (e) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in Verge’s sole opinion), and (f) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. By linking to a Site, you agree that you do and will continue to comply with the above linking requirements.

Notwithstanding anything to the contrary contained in these Terms, Verge reserves the right to prohibit linking to the Sites for any reason in our sole and absolute discretion.

MOBILE FEATURES AND SERVICES

The Sites may offer features and services that are available to you via your mobile device, including, without limitation, the ability to upload content to the Sites, receive messages from the Sites, download applications to your mobile phone or access Site features (collectively, the “Mobile Features“). We may charge for Mobile Features and these charges will be disclosed prior to completion of registration for the Mobile Feature. Also, standard messaging, data and other fees may be charged by your carrier. Your carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your carrier or mobile device. Contact your carrier with questions regarding these issues. As applicable, instructions regarding how to opt-out of Mobile Features will be disclosed in connection with Mobile Features. You agree that the Mobile Features for which you are registered may send communications to your mobile device regarding Verge. Further, we may collect information related to your use of the Mobile Features. If you have registered for Mobile Features, you agree to notify Verge of any changes to your mobile number and update your account(s) on the Sites to reflect this change.

DISCLAIMER OF WARRANTIES

THE SITES AND ALL THE MATERIALS ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER VERGE NOR ANY OF ITS MEMBERS, MANAGERS, OFFICERS, OFFICERS, ATTORNEYS, AGENTS, VENDORS OR CONTRACTORS (COLLECTIVELY, “VERGE PARTIES“) MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE SITES; (B) THE MATERIALS ON OR PROVIDED THROUGH THE SITES; (C) THE WIDGETS OR DOWNLOADABLE ITEMS; (D) USER CONTENT; (E) THE FUNCTIONS MADE ACCESSIBLE ON OR THROUGH THE SITES; (F) ANY PRODUCTS, SERVICES OR INSTRUCTIONS OFFERED OR REFERENCED ON THE SITES; AND/OR (G) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TRANSMITTED TO OR FROM VERGE OR VIA THE SITES. IN ADDITION, THE VERGE PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.

THE VERGE PARTIES DO NOT REPRESENT OR WARRANT THAT THE SITES OR THEIR FUNCTIONS WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SITES OR THE SERVERS THAT MAKES THE SITES AVAILABLE ARE FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES OR MALWARE. THE VERGE PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION ON THE SITES IS ACCURATE, COMPLETE, CORRECT, ADEQUATE, TIMELY OR RELIABLE. YOU ACKNOWLEDGE THAT YOUR USE IS AT YOUR SOLE RISK. THE VERGE PARTIES DO NOT WARRANT THAT YOUR USE OF ANY SITE IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE VERGE PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO THESE TERMS.

BY ACCESSING OR USING A SITE, YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THAT SITE.

THE VERGE PARTIES DO NOT ENDORSE USER CONTENT, ARE NOT RESPONSIBLE FOR USER CONTENT AND SPECIFICALLY DISCLAIM ANY LIABILITY TO ANY PERSON OR ENTITY BASED UPON OR RESULTING FROM ANY USER CONTENT OBTAINED THROUGH A SITE.

DISCLAIMERS/LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL THE VERGE PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, ECONOMIC, EXEMPLARY, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO (A) THE SITES; (B) THE MATERIALS; (C) WIDGETS OR THE DOWNLOADABLE ITEMS; (D) USER CONTENT; (E) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE SITES; (F) ANY ACTION TAKEN OR NOT TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE VERGE PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE SITES; (G) ANY ACTION TAKEN OR NOT TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (H) ANY ERRORS OR OMISSIONS IN A SITES’ TECHNICAL OPERATION; OR (I) ANY DAMAGE TO ANY USER’S COMPUTER, HARDWARE, COMPUTER SOFTWARE, MOBILE PHONE OR OTHER MOBILE DEVICE, MODEM OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE VERGE PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR TORT (INCLUDING, WITHOUT LIMITATION, WHETHER CAUSED IN WHOLE OR IN PART BY NEGLIGENCE, ACTS OF GOD, TELECOMMUNICATIONS FAILURE, OR THEFT OR DESTRUCTION OF THE SITE). IN NO EVENT WILL THE VERGE PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT WILL THE VERGE PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED TEN UNITED STATES DOLLARS ($10.00).

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

INDEMNIFICATION

You agree to indemnify, defend (if requested by Verge) and hold the Verge Parties harmless from and against any and all claims, damages, costs, investigations, liabilities, judgments, settlements and expenses, including attorneys’ fees, that directly or indirectly arise from or are otherwise directly or indirectly related to: (a) your User Content; (b) your use of any Site or activities in connection with any Site; (c) your breach or anticipatory breach of these Terms; (d) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (e) information or material transmitted through your computer or other device used to access a Site, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; (f) any misrepresentation made by you; or (g) the Verge Parties’ use of your information. You will cooperate as required by the Verge Parties in the defense of any claim. The Verge Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of the Verge Parties.

TERMINATION

Verge reserves the right to terminate your access to and use of any Site in its sole discretion, without notice or liability. Verge also reserves the right to investigate suspected violations of these Terms. Any violation of these Terms may be referred to law enforcement authorities.

TERRITORIAL RESTRICTIONS

The information provided on the Sites is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Verge to any registration requirement within such jurisdiction or country. Verge controls and operates the Sites from offices located in the United States and makes no representations or warranties that the information, products or services contained on the Site are appropriate for use or access in other locations. Anyone using or accessing a Site from other locations does so on their own initiative and are responsible for compliance with United States’, and local laws regarding online conduct and acceptable content, if and to the extent such local laws are applicable. We reserve the right to limit the availability of any Site or any portion of a Site to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such content, program, product, service or other feature that we provide.  You agree to comply with all local rules regarding online conduct and acceptable content.

GOVERNING LAWS; JURISDICTION; COMMENCEMENT OF ACTIONS

THESE TERMS AND THE INTERPRETATION OF THESE TERMS WILL BE GOVERNED BY AND CONSTRUED UNDER THE INTERNAL LAWS OF THE UNITED STATES AND THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS GOVERNING CONTRACTS ENTERED INTO AND TO BE FULLY PERFORMED THEREIN, WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE. YOU AGREE THAT JURISDICTION OVER AND VENUE IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE SITE, THE USE OR ACCESS THEREOF, OR THESE TERMS MUST BE IN THE STATE OR FEDERAL COURTS LOCATED IN BOSTON, MASSACHUSETTS. YOU HEREBY CONSENT AND SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS LOCATED IN THE COMMONWEALTH OF MASSACHUSETTS FOR ANY SUCH LEGAL PROCEEDING AND WAIVE ANY RIGHT TO RESORT TO ANY FORM OF CLASS ACTION. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE WITH RESPECT TO THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.

MISCELLANEOUS

The failure of Verge to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit Verge’s rights with respect to such breach or any subsequent breaches. No waiver by Verge of any of these Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of Verge. Neither the course of conduct between the parties nor trade practice will act to modify these Terms. Verge may assign its rights and duties under these Terms to any party at any time without any notice to you. These Terms may not be assigned by you without Verge’s prior written consent. If any provision of these Terms will be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. The Section titles are inserted only as a matter of convenience and have no legal or contractual effect. You agree that these Terms will not be construed against Verge by virtue of having drafted them.

ENTIRE AGREEMENT AND OUR RIGHT TO UPDATE THESE TERMS

These Terms, as amended from time to time, constitutes the entire agreement that governs your use of the Sites and supersedes any prior agreements between you and Verge with respect to the subject matter of these Terms.  Verge reserves the right to modify these Terms at any time without prior notice (“Updated Terms“). You agree that your use of a Site after we have posted the Updated Terms constitutes your agreement to the Updated Terms. Therefore, you should review these Terms before using any Site. The Updated Terms will be effective as of the time of posting and will apply to your use of the Sites from that point forward.