Notice of Agreement
VerveCards.com (the "Site") is owned and operated by VerveCards, LLC (the "Company"), a Florida Limited Liability Company, P.O. Box 6644, West Palm Beach, Florida 33405. The Company provides a subscription-based ecard sending service (the "Service") from the Site. The following is a legal agreement between the Company and you, the Site visitor, the Service subscriber (the "Subscriber"), or collectively, the Site user (the "User").
By visiting the Site and/or subscribing to the Service, the User agrees to comply with and be bound by the Site's terms of service (the "STOS" or the "Agreement"). If the User does not agree to the STOS, all rights to use of the Site are revoked.
Should the User object to any terms and conditions of the STOS or any subsequent modifications thereto, or become dissatisfied with the Service in any way, the User's only recourse is to immediately discontinue use of the Service. The STOS is void where prohibited by law, and the right to access the Site is revoked in such jurisdictions.
The Company may modify the STOS at any time for any reason, without notice or liability, by updating this page of the Site. The User shall be responsible for periodically reviewing the STOS to understand any modifications. Continued use of the Site following such modifications constitutes the User's acceptance of the updated STOS.
The Service is provided to a User who elects to register and pay the then-current yearly registration fee (the "Yearly Registration Fee") with a payment method kept on file (the "Payment Method") with the Company's secure payment gateway, Authorize.net (the "Payment Method"), and be bound by the STOS in order to become a Subscriber. To utilize the Service, the Subscriber agrees to create an account (the "Account") by providing a valid Email Address, selecting a Password, and providing complete, accurate and current personal information as requested during registration. Failure to provide accurate information, and update such information on the Site as needed to keep it current, shall constitute a breach of the STOS, and may result in termination of the Account.
Upon successful registration, the Company shall grant the Subscriber a limited, renewable, revocable, non-sublicensable, non-transferable license to display and transmit the Site Content through the Site (the "Subscription"), provided that all copyright and other proprietary notices contained therein remain intact. Neither the Subscription, nor the STOS shall confer to the Subscriber any further rights, license, or title to, or ownership of any intellectual property right of the Company or any third party.
The Subscriber is solely responsible for all Account activity and for maintaining the confidentiality of the Account Password. In the event of any unauthorized use of the Account or other suspicious Account activity, the Subscriber shall immediately notify the Company in writing or by email (see Company Contact Information.)
The Company may change, suspend or discontinue any aspect of the Site or the Service at any time, including the availability of any feature or content. The Company may also impose limits on certain features of the Site or the Service or restrict User access to parts or all of the Site or the Service without notice or liability.
The Subscriber hereby authorizes the Company to automatically renew the Subscription at the end of each one-year Subscription term (the "Subscription Term") by charging the then-current Yearly Registration Fee to the Payment Method, unless the Subscriber cancels the Subscription during the Subscription Term. In the event that the Payment Method is no longer valid, the Company shall cancel the Subscription at the end of the Subscription Term.
Annually, two weeks prior to the end of the Subscription Term, the Company will send to the Subscriber via email an auto-renewal reminder (the "Auto-renewal Reminder"). The Auto-renewal Reminder will allow the Subscriber to decline automatic Subscription renewal by replying no later than 11:59 p.m. (EST) on the last day of the Subscription Term (the "Cancellation Deadline"). Failure to decline automatic Subscription renewal by the Cancellation Deadline will result in automatic renewal of the Service as described above.
Unless terminated beforehand, the Subscription will end at 11:59 p.m. on the final day of the Subscription Term. Either the Company or the Subscriber may terminate the Subscription at any time by notifying the other party by email or in writing (see Company Contact Information).
The Company may terminate the Subscription immediately without notice or refund, if in the Company's sole discretion the Subscriber fails to comply with any term or provision of the STOS. Upon termination, the Subscriber's right to access and use the Site and any Site Content will immediately cease.
All provisions of the STOS which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability. The Company shall not be liable to the Subscriber or any third party for termination of the Subscription.
The Subscriber may cancel a new or automatically renewed Subscription and request a refund in writing or by email only within thirty (30) days of the Yearly Registration Fee has been charged to the Payment Method (the "Refund Period"). The cancellation notice shall include the Subscriber's Name, Account Number, Billing Address, Email, Telephone Number, and reason for cancellation. To be eligible for a refund, all emails or letters to the Company must be sent or postmarked, respectively, no later than the last day of the Refund Period (see Company Contact Information).
Should the Subscription be terminated by the Company, or the Site closed for any reason whatsoever, refunds will be given solely at the discretion of the Company.
Use of the Site
The Company does not permit use of the Site by anyone under the age of 18. If the Company becomes aware of an underage User or an Account registered by an underage Subscriber, such User shall be immediately blocked from the Site, and such Account shall be immediately terminated.
The User takes full responsibility for access to and use of the Site and is solely responsible for all actions and communications undertaken or transmitted while using the Site. The Subscriber is responsible for all use of the Subscriber's Account, including Account use by any third party authorized by the Subscriber to use the Account Password. The Company may, at its sole discretion, refuse Site access to any person or entity, or change its eligibility criteria at any time.
The Subscriber shall not use a name for sending ecards that attempts to conceal or misrepresent the Subscriber's identity, or is offensive in any way. The Subscriber agrees not to use the Site for any purpose that is prohibited by the STOS, including, but not limited to: sending chain letters, junk mail, unsolicited bulk distributions, or spam; disseminating obscene, offensive, illegal (in the location where the message originates or is delivered), harassing, or abusive material; cyberstalking; or implying endorsement by or affiliation with the Company.
The Company strictly prohibits and will prosecute to the full extent of the law any User attempting to disrupt, tamper with, or profit from the Site, the Company, or the Service by such actions including, but not limited to: hacking, reverse engineering, gaining unauthorized Site access, or using meta tags, code, or other devices causing any reference to the Company, the Site, or the Service to direct a User to another website for any purpose.
The Company reserves the right, but is in no way obligated, to review Subscriber transmissions in order to ensure compliance with the STOS. In the event of a violation, the Company, at its sole discretion, may limit the number of ecards that a Subscriber may send, or disable the Subscriber's Account without notice, liability, compensation, or refund.
Subject to existing laws or a court order to do so, the Company reserves the right to disclose to third parties, including ecard Recipients, their counsel, or law enforcement authorities, relevant information about a communication, including, but not limited to, the Sender Name, Account Information, Member and Cookie Numbers, transmission data, past and subsequent service use, and any other information deemed necessary by the Company to address violations of the law or the STOS. These disclosures may be made with or without prior notice to the User. By using the Service, the User irrevocably consents to such disclosures.
The Subscriber acknowledges and accepts that the Service is not an anonymous email service. For security purposes, every ecard includes an IP (Internet Protocol) address that could be used to identify the Subscriber.
The Site and all materials, features, design elements, and services available on the Site (collectively, the "Site Content") are owned and controlled by the Company. The Site and Site Content, whether registered or unregistered, are protected by any and all trademark, copyright and intellectual property rights that may be available to the Company under state, federal, and international laws or treaties.
Except as otherwise set forth in the STOS, the User agrees not to exploit the Site or the Site Content in any way, including, but not limited to: reproducing, copying, creating new or derivative works from, modifying, distributing, downloading, uploading, posting to another website, publishing, transmitting, transferring, selling, displaying, or incorporating into another website the Site or the Site Content by framing, mirroring, or by any other method, without the express prior written permission of the Company. The User further agrees that any copy of the Site or Site Content shall be unaltered and shall retain all trademark, copyright and other proprietary notices contained therein.
The Site and the Site Content are for the User's personal, non-commercial use only, except when commercial use of the Site complies with the STOS. The products, technology, or processes described or used on the Site may be the subject of intellectual property rights reserved by the Company or other third parties.
The User warrants, represents, and agrees that by uploading, posting, or otherwise transmitting on or through the Site any content (the "User Content") the User automatically grants, or warrants that the owner of such User Content has expressly granted, the Company the royalty-free, perpetual, irrevocable, transferable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and otherwise exploit such User Content (in whole or part, including all related intellectual property rights) worldwide and/or to incorporate such User Content in other works in any form, media, or technology for the full term of any rights that may exist for such User Content.
The User warrants, represents and agrees that the User owns or otherwise controls all rights to such User Content and that disclosure and use of such User Content by the Company (including without limitation, publishing the User Content on the Site) will not infringe or violate any patent, trademark, service mark, trade secret, copyright, right of privacy or publicity, or other right, including moral rights, of any other person or entity. No User Content shall be subject to any obligation of confidentiality by the Company.
The Company reserves the right to use the User Content as it deems appropriate, including, without limitation, deleting, editing, modifying, rejecting, or refusing to post it. The Company reserves the right to remove any User Content from the Site at any time, for any reason or for no reason at all.
The Company is always developing new ecards and Site Content and may already be working with ideas similar or identical to the User Content, or may have received or may someday receive similar or identical User Content from another User. As such, the Company is under no obligation to offer the User any payment, ownership rights, or royalties for the User Content, regardless of whether the Company commercializes such User Content in any way. The Company shall have no obligation to attribute authorship to the User or any third party for works developed by the Company using ideas that are similar or identical to the User Content.
THE SITE CONTENT IS PROVIDED BY THE COMPANY "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
NEITHER THE COMPANY NOR ANY OF ITS OFFICERS, DIRECTORS, OWNERS, EMPLOYEES, AGENTS, SITE CONTENT PROVIDERS, LICENSORS, LICENSEES, SITE HOST, OR OTHER AFFILIATES (COLLECTIVELY, THE "COMPANY'S ASSOCIATED PARTIES") SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY AND/OR INCIDENTAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE USER'S ACCESS TO, INABILITY TO ACCESS, OR USE OF THE SITE, OR FROM THE USER'S RELIANCE ON ANY INFORMATION PROVIDED AT THE SITE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NEITHER THE COMPANY NOR THE COMPANY'S ASSOCIATED PARTIES WARRANT THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR ITS SERVER ARE FREE OF VIRUSES OR OTHER HARMFUL ELEMENTS. NEITHER THE COMPANY NOR THE COMPANY'S ASSOCIATED PARTIES WARRANT OR MAKE ANY REPRESENTATIONS REGARDING, AND WILL NOT BE RESPONSIBLE OR LIABLE FOR, THE USE OR THE RESULTS OF THE USE OF THE SITE CONTENT IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, COPYRIGHT COMPLIANCE, LEGALITY, DECENCY OR OTHERWISE.
THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND ANY OTHER TORT. IN THE EVENT THE FOREGOING LIMITATION OF LIABILITY SHALL BE FOR ANY REASON HELD UNENFORCEABLE OR INAPPLICABLE, THE USER AGREES THAT THE COMPANY'S AND THE COMPANY'S ASSOCIATED PARTIES' AGGREGATE LIABILITY SHALL NOT EXCEED THE THEN-CURRENT YEARLY REGISTRATION FEE.
NEITHER THE COMPANY NOR THE COMPANY'S ASSOCIATED PARTIES ARE RESPONSIBLE FOR ANY FAILURE OF ECARDS SENT THROUGH THE SERVICE TO REACH THEIR INTENDED RECIPIENTS OR TO REACH SUCH RECIPIENTS ON THE DATE SPECIFIED BY THE SENDER. NEITHER THE COMPANY NOR THE COMPANY'S ASSOCIATED PARTIES ASSUME RESPONSIBILITY FOR THE DELETION OR FAILURE TO STORE THE SUBSCRIBER'S MESSAGES.
NEITHER THE COMPANY NOR THE COMPANY'S ASSOCIATED PARTIES TAKE ANY RESPONSIBILITY OR ASSUME ANY LIABILITY FOR WHO GAINS ACCESS TO THE SITE, WHAT SITE CONTENT THE USER ACCESSES, WHAT EFFECTS THE SITE CONTENT MAY HAVE ON THE USER, HOW THE USER MAY INTERPRET OR USE THE SITE CONTENT, OR WHAT ACTIONS THE USER MAY TAKE AS A RESULT OF HAVING BEEN EXPOSED TO THE SITE CONTENT. THE USER RELEASES THE COMPANY AND THE COMPANY'S ASSOCIATED PARTIES FROM ALL LIABILITY FOR THE USER HAVING ACCESSED OR NOT ACCESSED THE SITE CONTENT.
NEITHER THE COMPANY NOR THE COMPANY'S ASSOCIATED PARTIES TAKE ANY RESPONSIBILITY OR ASSUME ANY LIABILITY FOR ANY SITE CONTENT UPLOADED OR OTHERWISE TRANSMITTED BY THE USER OR ANY THIRD PARTY, OR FOR ANY MISTAKES, DEFAMATION, SLANDER, LIBEL, OMISSIONS, FALSEHOODS, OBSCENITY, PORNOGRAPHY, INDECENCY, LEWDNESS, HARASSMENT, THREATS, ABUSE, OR PROFANITY THE USER MAY ENCOUNTER IN USING THE SITE OR OTHER SITES TO WHICH THE USER MAY BE DIRECTED BY THE SITE. THE USER AGREES TO HOLD HARMLESS THE COMPANY AND THE COMPANY'S ASSOCIATED PARTIES FROM ALL CLAIMS BASED UPON COMMUNICATION OF SITE CONTENT MADE AVAILABLE BY THE USER.
The User hereby indemnifies, defends and holds harmless the Company and the Company's Associated Parties (the "Indemnified Parties") from and against any and all liability, costs, or demands, including, without limitation, reasonable attorneys' fees, incurred by the Indemnified Parties in connection with any claim made by any third party due to or arising out of the User's or any User of a Subscriber's Account's access to the Site or breach of the STOS. The User must cooperate as fully as reasonably required in defense of any such claim. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by the User.
Third-party Sites or Resources
The Company may feature on the Site, in its newsletter, blog, or email communications to the User, links to third-party websites or resources (the "Third-party Sites or Resources"), and Third-party Sites or Resources may contain links to the Site. Neither the Site's inclusion of any links to Third-party Sites or Resources, nor the inclusion of links to the Site by any Third-party Sites or Resources implies endorsement or association by either party. The Third-party Resources or Sites are not under the Company's control, and the User acknowledges and agrees that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to have been caused by or in connection with the use of or reliance on any content, goods or services available on or through the Third-party Sites or Resources.
Force Majeure Clause
The Company's failure to perform any term or condition of this Agreement as a result of conditions beyond its control, such as, but not limited to, war, strikes, civil disturbance, fires, floods, acts of God, governmental restrictions, power failures, electronic failures, Internet service provider disruptions, damage or destruction of any network facilities or servers, or severe illness of a Company principal, shall not be deemed a breach of this Agreement. As a condition to the claim of nonliability, the Company shall give the User prompt written notice, with full details following the occurrence of the cause relied upon. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
This Agreement, and the respective rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the state of Florida, without regard to its conflict of law provisions. For any action arising out of or relating to this Agreement or the User's use of the Site, the User and the Company agree to submit to binding arbitration with the American Arbitration Association in Miami, Florida.
The User and the Company agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose. Otherwise, such cause of action is permanently barred. The Company's failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing.
Waiver of California Civil Code Section 1542
California Civil Code Section 1542 provides in full as follows:
"A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor, which if known by him or her must have materially affected his or her settlement with the debtor." The User expressly understands and agrees to waive the provisions of, and relinquish all rights and benefits afforded by, California Civil Code Section 1542, or any statute or rule of similar effect.
Neither the Company nor the Company's Associated Parties make any representation that the Site Content is appropriate or available for use in locations outside the United States, and accessing the Site from territories where the Site Content is illegal is prohibited. Users who choose to access the Site from other locations do so by their own initiative and are responsible for compliance with local laws.
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the Liability Limitations and Indemnification set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of this Agreement shall continue in effect.
This Agreement is not assignable, transferable or sublicensable by the User, except with the Company's prior written consent. The Company may transfer, assign, or delegate the Agreement and its rights and obligations without consent. No agency, partnership, joint venture, or employment is created as a result of the Agreement, and the User does not have any authority of any kind to bind the Company in any respect whatsoever.
The section titles in this Agreement are solely used for the convenience of the parties and have no legal or contractual significance.
Digital Millennium Copyright Act Notice
Pursuant to the Digital Millennium Copyright Act (the "DMCA"), written notification of claimed copyright infringement should be sent by regular mail or email to the Company's designated agent (the "Designated Agent") at VerveCards, LLC, P.O. Box 6644, West Palm Beach, FL 33405, Attention: Legal Department, or by email to Info@VerveCards.com.
Pursuant to the DMCA, the written notification must contain:
The physical or electronic signature of the owner or a person authorized to act on behalf of the owner of the copyright that has allegedly been infringed;
Identification of the copyrighted works or materials allegedly being infringed;
A description of the infringing activity and exactly where it is located on the Site;
Identification of where the original or an authorized copy of the copyrighted work exists with sufficient detail for the Company to locate and verify its existence;
Contact information for the notifier, including name, title, company, address, telephone number, and email;
A statement that the notifier has a good faith belief that the Site Content is not authorized by the copyright owner, its agent, or the law; and
A statement made under penalty of perjury that the information provided is accurate and the notifying party is the copyright owner or is authorized to make the complaint on behalf of the copyright owner.
Once proper infringement notification is received and verified by the Designated Agent, the Company shall remove or disable access to the infringing Site Content and notify the Site Content provider of the infringement. In the event of repeat offenses by the same Subscriber or User, the Company will either terminate the Subscription or block access to the Site, respectively.
Pursuant to the DMCA, any person who knowingly materially misrepresents that material or activity is infringing, or that infringing material or activity was removed or disabled may be subject to liability.