VIDIA TERMS OF SERVICE
These Terms of Service constitute the agreement ("Agreement") between
Vidia Communications ("we" or "Vidia") and the user
("you," "user" or "Customer") of Vidia's
residential and small business communications services and any related products
or services ("Service"). This Agreement governs both the Service and
any devices, such as an IP phone, Multimedia Terminal Adapter, Analog Telephone
Adapter or any other IP connection device ("Device" or
"Equipment"), used in conjunction with the Service. If you purchased
Equipment from a retail store, dealer or other provider other than Vidia, you
are a "Retail Customer" for purposes of this Agreement.
BY ACTIVATING OR USING THE SERVICE, YOU
REPRESENT THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT AND THAT YOU
HAVE READ AND UNDERSTAND FULLY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
1.1 Registration of Physical Location
Required. For each phone number that you use for the Service,
you must register with Vidia the physical location where you will be using the
Service with that phone number. If you move the Device to another location,
that constitutes as a disconnect and Vidia will not be liable for any services
at the that location
1.2 How Emergency Personnel are Contacted. We contract with a third party to
use the address of your registered location to determine the nearest emergency
response center and then forward your call to a general number at that center.
When the center receives your call, the operator will not have your address and
may not have your phone number. You must therefore provide your address and
phone number in order to get help. Some local emergency response centers may
decide not to have their general numbers answered by live operators 24 hours a
day. If we learn that this is the case, we will send your call instead to a
national emergency calling center and a trained agent will contact an emergency
center near you to dispatch help. You hereby authorize us to disclose your name
and address to third-party service providers, including, without limitation,
call routers, call centers and public service answering points, for the purpose
of dispatching emergency services personnel to your registered location.
1.3 Service Outages.
(a) Service Outages Due to Power Failure or Disruption. 911 Dialing does not
function in the event of a power failure or disruption. If there is an
interruption in the power supply, the Service, including 911 Dialing, will not
function until power is restored. Following a power failure or disruption, you
may need to reset or reconfigure the Device prior to utilizing the Service,
including 911 Dialing.
(b) Service Outages Due to Internet
Outage or Suspension or Termination of Broadband Service or ISP Service.
Service outages or suspensions or terminations of service by your broadband
provider or ISP will prevent all Service, including 911 Dialing, from
functioning.
(c) Service Outage Due to Suspension or
Termination of Your Vidia Account. Service outages due to
suspension or termination of your account will prevent all Service, including
911 Dialing, from functioning.
(d) Service Outages Due to ISP or
Broadband Provider Blocking of Ports or Other Acts. Your ISP or
broadband provider or other third party may intentionally or inadvertently
block the ports over which the Service is provided or otherwise impede the
usage of the Service. In that event, provided that you alert us to this situation, we will attempt to work with you to resolve the
issue. During the period that the ports are being blocked or your Service is
impeded, and unless and until the blocking or impediment is removed or the
blocking or impediment is otherwise resolved, your Service, including the 911
Dialing feature, may not function. You acknowledge that Vidia is not
responsible for the blocking of ports by your ISP or broadband provider or any
other impediment to your usage of the Service, and any loss of service,
including 911 Dialing, that may result. In the event
you lose service as a result of blocking of ports or any other impediment to
your usage of the Service, you will continue to be responsible for payment of
the Service charges unless and until you terminate the Service in accordance
with this Agreement.
(e) Other Service Outages.
If there is a Service outage for any reason, such outage will prevent all
Service, including 911 Dialing, from functioning. Such outages may occur for a
variety of reasons, including, but not limited to, those reasons described
elsewhere in this Agreement.
1.4 Network Congestion; Reduced Speed
for Routing or Answering 911 Dialing Calls. There may be a
greater possibility of network congestion and/or reduced speed in the routing
of a 911 Dialing call made utilizing the Service as compared to traditional 911
dialing over traditional public telephone networks.
1.5 No Automated Location
Identification. In some service areas, it is not possible at
this time to transmit to the local emergency response center the address that
you registered for 911 Dialing. You will need to state the nature of your emergency
promptly and clearly, including your location (and possibly your telephone
number), as the operator will not have this information. Emergency personnel
will not be able to find your location if the call is not completed or is not
forwarded, is dropped or disconnected, if you are unable to speak to tell the
operator your location, or if the Service is not operational for any reason.
1.6 Disclaimer of Liability and
Indemnification. We do not have any control over whether, or
the manner in which, calls using our 911 Dialing service are answered or
addressed by any local emergency response center. We disclaim all
responsibility for the conduct of local emergency response centers and the
national emergency calling center. We rely on third parties to assist us in
routing 911 Dialing calls to local emergency response centers and to a national
emergency calling center. We disclaim any and all liability or responsibility
in the event such third party data used to route calls is incorrect or yields
an erroneous result. Neither Vidia nor its officers or employees may be held
liable for any claim, damage, or loss, and you hereby waive any and all such
claims or causes of action, arising from or relating to our 911 Dialing service
unless such claims or causes of action arose from our gross negligence,
recklessness or willful misconduct. You shall defend, indemnify, and hold
harmless Vidia, its officers, directors, employees, affiliates and agents and
any other service provider who furnishes services to you in connection the
Service, from any and all claims, losses, damages, fines, penalties, costs and
expenses (including, without limitation, attorneys fees) by, or on behalf of,
you or any third party relating to the absence, failure or outage of the
Service, including 911 Dialing, incorrectly routed 911 Dialing calls, and/or
the inability of any user of the Service to be able to use 911 Dialing or
access emergency service personnel.
2. SERVICE
2.1 Term. Service is
offered on a monthly basis for a term that begins on the date that Vidia
activates your Service and ends on the day before the same date in the
following month. Subsequent terms of this Agreement automatically renew on a
monthly basis unless you give us written notice of non-renewal at least ten
(10) days before the end of the monthly term in which the notice is given. You
are purchasing the Service for full monthly terms, meaning that if you attempt
to terminate Service prior to the end of a monthly term, you will be
responsible for the full month's charges to the end of the then-current term,
including, without limitation, unbilled charges, plus a termination fee, if
applicable, all of which will immediately become due and payable. You will also
be responsible for the next full month's charges in the event that you do not
provide the requisite ten-days notice of termination
prior to the expiration of the then-current term. Expiration of the term or
termination of Service will not excuse you from paying all accrued and unpaid
charges due under this Agreement
2.2 Residential Use of Service and
Device. If you subscribe to Vidia's residential services, the
Service and the Device are provided to you solely for residential use. You
shall not resell or transfer the Service or the Device to another party without
our prior written consent. You are prohibited from using the Service or the
Device for auto-dialing, continuous or extensive call forwarding, telemarketing
(including, without limitation, charitable or political solicitation or
polling), fax or voicemail broadcasting or fax or voicemail blasting. We
reserve the right to immediately terminate or modify your Service if we
determine, in our sole and absolute discretion, that your use of the Service or
the Device is, or at any time was, inconsistent with normal residential usage
patterns. In addition, you will be required to pay our higher rates for
commercial service for all periods in which your use of the Service or the
Device was inconsistent with normal residential use.
2.3 Business Use of Service and Device.
If you subscribe to Vidia's Business services, the Service and Device are
provided to you as a small business user. You shall not resell or transfer the
Service or the Device to another party without our prior written consent. You
are prohibited from using the Service or the Device for auto-dialing,
continuous or extensive call forwarding, telemarketing (including, without
limitation, charitable or political solicitation or polling), fax or voicemail
broadcasting or fax or voicemail blasting. We reserve the right to immediately
terminate or modify your Service if we determine, in our sole and absolute
discretion, that you have at any time used the Service or the Device for any of
the aforementioned or similar activities.
2.4 Prohibited Uses.
(a) Unlawful. You shall use the Service and the Device only
for lawful purposes. We reserve the right to immediately terminate your Service
if, in our sole and absolute discretion, we determine that you have used the
Service or the Device for an unlawful purpose. In the event of such
termination, you will be responsible for the full month's charges to the end of
the current term, including, without limitation, unbilled charges, plus a
termination fee, if applicable, all of which will become immediately due and payable
upon termination of your Service. If we believe that you have used the Service
or the Device for an unlawful purpose, we may forward the relevant
communication and other information, including your identity, to the
appropriate authorities for investigation and prosecution. You hereby consent
to our forwarding of any such communications and information to these
authorities. In addition, Vidia will provide information in response to law
enforcement requests, subpoenas, court orders, to protect it's rights and
property and in the case where failure to disclose the information may lead to
imminent harm to the customer or others.
(b) Inappropriate Conduct.
You shall not use the Service or the Device in any way that is threatening,
abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of
another's privacy, or any similar behavior. We reserve the right to immediately
terminate your Service if, in our sole and absolute discretion, we determine
that you have used the Service or the Device in any of the aforementioned ways.
In the event of such termination, you will be responsible for the full month's
charges to the end of the current term, including, without limitation, unbilled
charges, plus a termination fee, if applicable, all of which will become
immediately due and payable upon termination of your Service. If we believe
that you have used the Service or the Device in any of the aforementioned ways,
we may forward the relevant communication and other information, including your
identity, to the appropriate authorities for investigation and prosecution. You
hereby consent to our forwarding of any such communications and information to
these authorities. In addition, Vidia will provide information in response to
law enforcement requests, subpoenas, court orders, to protect it's rights and
property and in the case where failure to disclose the information may lead to
imminent harm to the customer or others
2.5 Copyright; Trademark; Unauthorized
Usage of Device; Firmware or Software.
(a) Copyright; Trademark. The Service and Device and any
firmware or software used to provide the Service or provided to you in
conjunction with providing the Service, or embedded in the Device, and all
Services, information, documents and materials on our websites are protected by
trademark, copyright or other intellectual property laws and international
treaty provisions. All of our websites, corporate names, service marks,
trademarks, trade names, logos and domain names (collectively
"marks") are and will at all times remain our exclusive property.
Nothing in this Agreement grants you the right or license to use any of our
marks.
(b) Unauthorized Usage of Device;
Firmware or Software. Other than for Business customers, you
have not been granted any license to use the firmware or software used to
provide the Service or provided to you in conjunction with providing the
Service, or embedded in the Device, other than a nontransferable, revocable
license to use such firmware or software in object code form (without making
any modification thereto) strictly in accordance with the terms and conditions
of this Agreement. Other than for Business customers, you expressly agree that
the Device is exclusively for use in connection with the Service and that we
will not provide any passwords, codes or other information or assistance that
would enable you to use the Device for any other purpose. We reserve the right
to prohibit the use of any interface device that we have not provided to you.
You hereby represent and warrant that you possess all required rights,
including software and/or firmware licenses, to use anny interface device that we have not provided to
you. In addition, you shall indemnify and hold us harmless against any and all
liability arising out of your use of such interface device with the Service.
You shall not reverse compile, disassemble or reverse engineer or otherwise
attempt to derive the source code from the binary code of the firmware or
software.
2.6 Tampering with the Device or
Service. You shall not change the electronic serial number or
equipment identifier of the Device or to perform a factory reset of the Device
without our prior written consent. We reserve the right to terminate your
Service if we believe, in our sole and absolute discretion, that you have
tampered with the Device. In the event of such termination, you will remain
responsible for the full month's charges to the end of the current term,
including, without limitation, unbilled charges, plus a termination fee, if
applicable, all of which will immediately become due and payable. You shall not
attempt to hack or otherwise disrupt the Service or make any use of the Service
that is inconsistent with its intended purpose.
2.7 Theft of Service.
You shall notify us immediately, in writing or by calling our customer support
line, if the Device is stolen or if you become aware at any time that your
Service is being stolen, fraudulently used or otherwise being used in an
unauthorized manner. When you call or write, you must provide your account
number and a detailed description of the circumstances of the Device theft,
fraudulent use or unauthorized use of Service. Failure to do so in a timely
manner may result in the termination of your Service and additional charges to
you. Until such time as we receive notice of the theft, fraudulent use or
unauthorized use, you will be liable for all use of the Service using a Device
stolen from you and any and all stolen, fraudulent or unauthorized use of the
Service.
2.8 Return of Device
(a) Retail Customers. A Retail Customer
shall return the Device to Vidia after the termination of service. All returns
will be subject to the return policy of such retail store, dealer or other
provider. We will not accept any Device returned to us from a Retail Customer.
(b) Non-Retail Customers.
Non-Retail Customers may return the Device to us within fourteen (14) days of
the termination of Service. A charge of
$150 will apply if the device is not returned to Vidia in within the
aforementioned time frame.
2.9 Number Transfer on Service Termination. Upon the termination
of your Service, we may, in our sole and absolute discretion, release to your
new service provider the telephone number that you ported (transferred or moved
over) to us from your previous service provider and used in connection with
your Service if:
·
such new service provider is able to accept such number;
·
your account has been properly terminated;
·
your account is completely current, including payment for all
charges and applicable termination fees; and
·
you request the transfer upon terminating your
account.
2.10 Ownership and Risk of Loss.
You will own the Device and bear all risk of loss of, theft of, casualty to or
damage to the Device, from the time it is delivered to you until the time (if
any) when it is returned to us in accordance with this Agreement.
2.11 Incompatability
With Other Services.
(a) Home Security Systems. The Service may not
be compatible with home security systems. You may be required to maintain a
telephone connection through your local exchange carrier in order to use any
alarm monitoring functions for any security system installed in your home or
business. You are responsible for contacting the alarm monitoring company to
test the compatibility of any alarm monitoring or security system with the
Service.
3. CHARGES; PAYMENTS; TAXES;
TERMINATION
3.1 Billing. When the
service is activated, you must provide us with a valid credit or debit card
number from a card issuer that we accept. We reserve the right to stop
accepting credit or debit cards from one or more issuers. If your credit or
debit card expires, you close your account, your billing address changes, or
your credit or debit card is cancelled and replaced on account of loss or
theft, you must advise us at once. We will bill all charges, applicable taxes
and surcharges monthly in advance (except for usage-based charges, which will
be billed monthly in arrears, and any other charges which we decide to bill in
arrears) to your credit or debit card, including but not limited to:
·
activation fees;
·
monthly Service fees;
·
international usage charges;
·
advanced feature charges;
·
equipment purchases;
·
termination fees; and
·
shipping and handling charges.
We
reserve the right to bill at more frequent intervals if the amount you owe to
us at any time exceeds $50. Any usage charges will be billed in increments that
are rounded up to the nearest minute except as otherwise set forth in the rate
schedules found on our website.
3.2 Billing Disputes.
You must notify us in writing within seven days after receiving your billing
statement if you dispute any Vidia charges on that statement or you will be
deemed to have waived any right to contest such charges. All notices of
disputed charges should be sent to:
Customer Care Billing Department
Vidia Communications Inc.
817
NE 63 Street
3.3 Payment and Collection.
(a) Payment. We will accept payment by Checks (personal or
business) credit or debit card. Your subscription to the Service authorizes us
to charge your credit or debit card. This authorization will remain valid until
30 days after we receive written notice from you terminating our authority to
charge your credit or debit card, whereupon we will charge your credit or debit
card for the termination fee, if applicable, and any other outstanding charges
and terminate your Service.
(b) Collection. If your
Service is terminated, you will remain fully liable to us for all charges
pursuant to this Agreement and any and all costs we incur to collect such amounts,
including, without limitation, collection costs and attorney's fees.
3.4 Termination; Discontinuance of
Service. We reserve the right to suspend or discontinue the
Service generally, or to terminate your Service, at any time in our sole and
absolute discretion. If we discontinue the Service generally, or terminate your
Service without a stated reason, you will only be responsible for charges
accrued through the date of termination, including a pro-rated portion of the
final month's charges. If your Service is terminated on account of your breach
of any provision of this Agreement, you will be responsible for the full
month's charges to the end of the current term, including, without limitation,
unbilled charges, plus the termination fee, if applicable, all of which will
immediately become due and payable.
3.5 Taxes. You are
responsible for all applicable federal, state, provincial, municipal, local or
other governmental sales, use, excise, value-added, personal property, public
utility or other taxes, fees or charges now in force or enacted in the future,
that arise from or as a result of your subscription or use or payment for the
Service or a Device. Such amounts are in addition to payment for the Service or
Devices and will be billed to your credit card as set forth in this Agreement.
If you are exempt from payment of such taxes, you must provide us with an
original certificate that satisfies applicable legal requirements attesting to
tax-exempt status. Tax exemption will only apply from and after the date we
receive such certificate.
3.6 Termination Fee for Contracted End
Users You will be chargeda
termination fee of $150.00 if your Service is terminated for any reason during
the first twelve months following the activation of your Service.
3.7 Charges for Directory Calls (411).
We will charge you $0.75 for each call made to Vidia directory assistance.
4. LIMITATION OF LIABILITY;
INDEMNIFICATION; WARRANTIES
4.1 Limitation of Liability.
We will not be liable for any delay or failure to provide the Service,
including 911 Dialing, at any time or from time to time, or any interruption or
degradation of voice quality that is caused by any of the following:
·
an act or omission of an underlying carrier, service provider,
vendor or other third party;
·
equipment, network or facility failure;
·
equipment, network or facility upgrade or modification;
·
force majeure events such as (but not
limited to) acts of God, acts of nature, strikes, fire, war, riot, acts of
terrorism and government actions;
·
equipment, network or facility shortage;
·
equipment or facility relocation;
·
service, equipment, network or facility failure caused by the
loss of power to you;
·
outage of, or blocking of ports by, your ISP or broadband
service provider or other impediment to usage of the Service caused by any
third party;
·
any act or omission by you or any person using the Service or
Device provided to you; or
·
any other cause that is beyond our control, including, without
limitation, a failure of or defect in any Device, the failure of an incoming or
outgoing communication, the inability of communications (including, without
limitation, 911 Dialing) to be connected or completed, or forwarded.
Our
aggregate liability under this agreement will in no event exceed the Service
charges with respect to the affected time period.
4.2 Disclaimer of Liability for
Damages. IN NO EVENT WILL VIDIA, ITS OFFICERS, DIRECTORS,
EMPLOYEES, AFFILIATES OR AGENTS OR ANY OTHER SERVICE PROVIDER WHO FURNISHES
SERVICES TO YOU IN CONNECTION THE SERVICE BE LIABLE FOR ANY DIRECT, INCIDENTAL,
INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR FOR ANY
OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, WRONGFUL DEATH,
PROPERTY DAMAGE, LOSS OF DATA, LOSS OF REVENUE OR PROFITS, OR DAMAGES ARISING
OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICE, INCLUDING
INABILITY TO ACCESS EMERGENCY SERVICE PERSONNEL THROUGH THE 911 DIALING SERVICE
OR TO OBTAIN EMERGENCY HELP. THE LIMITATIONS SET FORTH HEREIN APPLY TO CLAIMS
FOUNDED IN BREACH OF CONTRACT, BREACH OF WARRANTY, PRODUCT LIABILITY, TORT AND
ANY AND ALL OTHER THEORIES OF LIABILITY AND APPLY WHETHER OR NOT WE WERE
INFORMED OF THE LIKELIHOOD OF ANY PARTICULAR TYPE OF DAMAGES.
4.3 Indemnification and Survival.
(a) Indemnification. You shall defend, indemnify, and hold
harmless Vidia, its officers, directors, employees, affiliates and agents and
any other service provider who furnishes services to you in connection with the
Service, from any and all claims, losses, damages, fines, penalties, costs and
expenses (including, without limitation, attorneys fees) by, or on behalf of,
you or any third party or user of the Service, relating to the Services,
including, without limitation, 911 Dialing, or the Device.
(b) Survival. The provisions
of this Agreement that by their sense and context are intended to survive the
termination or expiration of this Agreement shall survive.
4.4 No Warranties on Service.
WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY
IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS OF THE SERVICE OR DEVICE FOR A
PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY USAGE
OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT THE
SERVICE WILL MEET CUSTOMER'S REQUIREMENTS. WITHOUT LIMITING THE FOREGOING, WE
DO NOT WARRANT THAT THE SERVICE OR DEVICE WILL BE WITHOUT FAILURE, DELAY,
INTERRUPTION, ERROR, DEGRADATION OF VOICE QUALITY OR
LOSS OF CONTENT, DATA OR INFORMATION. NEITHER VIDIA NOR ITS OFFICERS, DIRECTORS,
EMPLOYEES, AFFILIATES OR AGENTS, OR ANY OTHER SERVICE PROVIDER OR VENDOR WHO
FURNISHES SERVICES DEVICES, OR PRODUCTS TO CUSTOMER IN CONNECTION WITH THE
SERVICE, WILL BE LIABLE FOR UNAUTHORIZED ACCESS TO OUR OR YOUR TRANSMISSION
FACILITIES OR PREMISES EQUIPMENT OR FOR UNAUTHORIZED ACCESS TO, OR ALTERATION,
THEFT OR DESTRUCTION OF, CUSTOMER'S DATA FILES, PROGRAMS, PROCEDURES OR
INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES OR ANY OTHER METHOD,
REGARDLESS OF WHETHER SUCH DAMAGE OCCURS AS A RESULT OF VIDIA'S OR ITS SERVICE
PROVIDER'S OR VENDORS' NEGLIGENCE. STATEMENTS AND DESCRIPTIONS CONCERNING THE
SERVICE OR DEVICE, IF ANY, BY VIDIA OR VIDIA'S AGENTS OR INSTALLERS ARE
INFORMATIONAL AND ARE NOT GIVEN AS A WARRANTY OF ANY KIND.
4.5 Device Warranties
(a) Limited Warranty. Except as set forth herein, if you
received the Device new from us and the Device included a limited warranty at
the time of receipt, you must refer to the separate limited warranty document
provided with the Device for information on the limitation and disclaimer of
certain warranties. Remedies for breach of any such warranties will be limited
to those expressly set forth in such documentation.
(b) No Warranty. If
your Device did not include a limited warranty from us at the time of receipt,
you are accepting the Device "as is". You are not entitled to
replacement, repair or refund in the event of any defect.
(c) Retail Customer Limited Warranty.
For Retail Customers only, we will provide a limited warranty on the Device as
to manufacturing defects only for a period of one (1) year from the date of
purchase. This Retail Customer limited warranty does not apply to any defect or
failure other than a manufacturing defect, and, without limiting the generality
of the foregoing, does not apply to any defect caused by damage in transit,
retailer handling or Retail Customer handling. A Retail Customer's sole remedy
for any breach of this Retail Customer limited warranty is to obtain a repaired
or replacement Device, by following the return procedures set forth in Section
2.10. Retail Customer must include with the returned Device a letter stating
that the Retail Customer is returning the Device for warranty repair or
replacement and stating the nature of the defect. The Retail Customer limited
warranty will also apply in lieu of the limited warranty included with the
Device if such included limited warranty is less favorable to Retail Customer
than that contained herein.
(d) Disclaimer. OTHER
THAN WARRANTIES AS TO THE DEVICE EXPRESSLY SET FORTH IN THE DOCUMENTATION
PROVIDED WITH THE DEVICE AND THE RETAIL CUSTOMER LIMITED WARRANTY EXPRESSLY SET
FORTH HEREIN, WE MAKE NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND
SPECIFICALLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, FITNESS OF THE DEVICE
FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY WARRANTY ARISING BY
USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE OR ANY WARRANTY THAT
THE DEVICE OR ANY FIRMWARE OR SOFTWARE IS "ERROR FREE" OR WILL MEET
CUSTOMER'S REQUIREMENTS. THE FOREGOING WILL NOT BE DEEMED TO LIMIT ANY
DISCLAIMER OR LIMITATION OF WARRANTY SET
4.6 No Third Party Beneficiaries.
No provision of this Agreement provides any person or entity not a party to
this Agreement with any remedy, claim, liability, reimbursement, or cause of
action or creates any other third party beneficiary rights.
4.7 Content. You will
be liable for any and all liability that may arise out of the content
transmitted by you or to any person, whether authorized or unauthorized, using
your Service or Device (each such person, a "User"). You shall assure
that your and your User's use of the Service and content comply at all times
with all applicable laws, regulations and written and electronic instructions
for use. We reserve the right to terminate or suspend your Services and remove
your or your Users' content from the Service, if we determine, in our sole and
absolute discretion, that such use or content does not conform with the requirements set forth in this Agreement or
interferes with our ability to provide Services to you or others. Our action or
inaction under this Section will not constitute any review or approval of your
or Users' use or content.
5. MISCELLANEOUS
5.1 Governing Law. The
Agreement and the relationship between you and us is
governed by the laws of the State of
5.2 Mandatory Arbitration and No Jury
Trial. Any dispute or claim between you, any member of your
household or any guest or employee of you and us arising out of or relating to
the Service or Device will be resolved by arbitration before a single arbitrator
administered by the American Arbitration Association in accordance with its
Commercial Arbitration Rules. The arbitration will take place in
5.3 No Waiver of Rights.
Our failure to exercise or enforce any right or provision of this Agreement
will not constitute a waiver of such right or provision.
5.4 Entire Agreement.
This Agreement, including any future modifications as may occur within the
terms of the Agreement, and the rates for Services found on our website
constitute the entire agreement between you and Vidia and govern the use of the
Service by you, members of your household, guests and employees. This Agreement
supersedes any prior agreements between you and Vidia and any and all prior or
contemporaneous statements, understandings, writings, commitments, or
representations concerning its subject matter.
5.5 Severability. If
any part of this Agreement is legally declared invalid or unenforceable, all
other parts of this Agreement will remain valid and enforceable. Such invalidity
or non-enforceability will not invalidate or render unenforceable any other
portion of this Agreement.
6. FUTURE CHANGES TO THIS AGREEMENT
We may change the terms and conditions of this Agreement from time to time.
Notices will be considered given and effective on the date posted on
www.vidiacom.com. Such changes will become binding on you on the date they are
posted to our website and no further notice by us is required upon your
continued use of the Service. The Agreement as and when posted supersedes all
previously agreed to electronic and written terms of service, including,
without limitation, any terms included with the packaging of the Device and
also supersedes any written terms provided to Retail Customers in connection
with retail distribution, including, without limitation, any written terms
enclosed within the packaging of the Device.
7. PRIVACY
Vidia is not liable for any lack of privacy which may be experienced with
regard to the Service.