EMediaVitals.com Website User Agreement and Terms of Use

In consideration of Vital Business Media Inc. (“We,” “Us”, “Our”) providing You limited rights of use and access to this Internet website located at www.eMediaVitals.com(“Site”), You hereby agree to the following terms and conditions of this Website User Agreement and Terms of Use (this “Agreement”). This Agreement is in addition to and does not nullify any other Agreement between You and Us, or any other applicable terms and conditions found on the Site. You agree to comply with all rules or restrictions that are posted on the Site.

PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. EACH TIME YOU USE THE SITE, YOUR USE INDICATES YOUR FULL ACCEPTANCE OF AND AGREEMENT TO ABIDE BY THIS AGREEMENT IN ITS THEN CURRENT FORM. IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS STATED IN THIS AGREEEMENT, DO NOT USE THE SITE.

1. Acceptance of Terms

Welcome to EMediaVitals.com, an online community of professionals in the magazine and newspaper industries. EMediaVitals.com is a wholly-owned subsidiary of Vital Business Media Inc.. By using, accessing, or linking to any service or product of EMediaVitals.com, including this Site, You agree that You are bound by these Terms of Use (“Terms”), whether or not You are a registered user of EMediaVitals.com. We reserve the right to change the Terms at any time. Changes to the Terms will be posted on this page and indicate the date of the most recent change, and it is Your responsibility to determine whether there have been changes. Your continued use, access, or linking after the Terms have been changed constitutes acceptance by You of the updated Terms. In addition, when using particular EMediaVitals.com Services, You and EMediaVitals.com shall be subject to any posted guidelines or rules applicable to such Services, including but not limited to the eMediaVitals.com Groups Moderation Policies, All such guidelines or rules are hereby incorporated by reference into the Terms.

2. Description of Services

EMediaVitals.com currently provides users with access to a variety of Services, including but not limited to, communications tools, email-based discussion groups, online discussion groups, documents, Communities, and Blogs. Unless explicitly stated otherwise, any new features or Services shall be subject to the Terms as well as any posted guidelines or rules applicable to such Services. You are responsible for obtaining access to the Site and any Services and that access may involve third party fees (such as Internet service provider or airtime charges). You are responsible for those fees, including those fees associated with the display or delivery of advertisements. In addition, You must provide and are responsible for all equipment necessary to access the Site and Services.

3. Modifications to Services

EMediaVitals.com reserves the right to modify or discontinue, temporarily or permanently, at any time any or all of the Services with or without notice. You agree that EMediaVitals.com shall not be liable to You or to any third party for any modification, suspension, or discontinuance of Services.

4. Registration Policy

In order to use certain Services, You will be required to register with EMediaVitals.com. In consideration of Your use of the Services, You agree to: (a) provide accurate and complete information about yourself as prompted by the Services registration form (“Registration Data”), (b) maintain and promptly update the Registration Data to keep it accurate and complete, and (c) maintain the security of Your password. If You provide any information that is inaccurate or incomplete, or EMediaVitals.com has reasonable grounds to suspect that such information is inaccurate or incomplete, EMediaVitals.com has the right to suspend or terminate Your user account and refuse any and all current or future use of any or all of the Services.

5. Privacy

We care about the privacy of EMediaVitals.com users. The EMediaVitals.com Privacy Policy, located at http://emediavitals.com/privacy-policy governs all Services. By using the Site or the Services, You consent to have Your personal data transferred to and processed in the United States.

6. Third Party Sites

The Services and Site contain (or You might receive through the Services and Site) links to other web sites (“Third Party Sites”), as well as articles, text, graphics, information, applications, software and other content or items belonging to or originating from third parties (“Third Party Content”). If You decide to access Third Party Sites and Third Party Content, You do so at Your own risk and You should be aware that the EMediaVitals.com Terms and other policies do not apply on any such Third Party Sites. Third Party Sites and Third Party Content are not under the control of EMediaVitals.com and EMediaVitals.com is not responsible for either the Third Party Sites or Third Party Content, including without limitation the accuracy, appropriateness, or completeness of either; any link contained in a Third Party Site; any changes or updates to a Third Party Site; or any privacy statements, terms of use, data gathering practices, or other policies for a Third Party Site. EMediaVitals.com is not responsible for any other form of transmission received from any Third Party Site nor is EMediaVitals.com responsible if the Third Party Site is not working appropriately. EMediaVitals.com is providing links to Third Party Sites to You only as a convenience, and the inclusion of any link does not imply approval or endorsement by EMediaVitals.com of the Third Party Site or the Third Party Content or any association with its operators. EMediaVitals.com is under no obligation to link to any Third Party Site and has the sole discretion not to link to any Third Party Site.

7. User Conduct

You agree that any violation of this section can result in the immediate suspension, termination, or banishment of You from this Site and Services and that We retain sole discretion to determine whether a violation of this section has occurred. You are required to comply with all applicable laws, statutes, ordinances, and regulations in connection with Your access to and use of the Services and the Site, and such further limitations as may be set forth in any notice from EMediaVitals.com. As a condition of Your access and use of the Services and the Site, You warrant that You will not use the Services and the Site for any purpose that is unlawful or otherwise prohibited by the Terms.

You represent, warrant, and agree that no materials of any kind submitted through Your account or otherwise posted, transmitted, or shared by You on or through the Services or the Site will violate or infringe upon the rights of Us or any third party, including patent, copyright, trademark, trade secret, privacy, publicity, or other personal or proprietary rights; or contain libelous, defamatory, or otherwise unlawful material.

You agree not to reproduce duplicate, copy, sell, resell, or exploit for any purposes, any portion of the Services or the Site, use of the Services or the Site, or access to the Services or the Site. You are granted a limited license to access and use the Services and the Site and to download or print a copy of any portion of the Site to which You have properly gained access solely for Your personal, non-commercial use, provided that You keep all copyright or other proprietary notices intact.

In addition, You agree not to use the Services or the Site to:

  • harvest or collect email addresses or other contact information of other users by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
  • use the Services or the Site in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Site;
  • use automated scripts to collect information from or otherwise interact with the Services or the Site;
  • send unsolicited commercial messages to members, or send messages to members with whom you are not connected to solicit business or propose a business transaction;
  • upload, post, transmit, share, store, or otherwise make available any content that in the sole discretion of EMediaVitals.com is harmful, unlawful, defamatory, infringing, inflammatory, obscene, indecent, fraudulent, invasive ofprivacy or publicity rights, or otherwise objectionable;
  • register for more than one user account, register for a user account on behalf of an individual other than yourself, or register for a user account on behalf of any group or entity;
  • impersonate any person or entity, or falsely state or otherwise misrepresent yourself, Your age or Your affiliation with any person or entity;
  • upload, post, transmit, share, or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
  • create any liability for Us or cause Us to lose (in whole or in part) the services of Our Internet Service Provider(s) or other suppliers or vendors;
  • upload, post, transmit, share, store, or otherwise make publicly available on the Site any private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers, and credit card numbers;
  • solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
  • upload, post, transmit, share, or otherwise make available any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
  • use or attempt to use another's account, service, or system without authorization from EMediaVitals.com;
  • upload, post, transmit, share, store, or otherwise make available content that, in the sole discretion of EMediaVitals.com, restricts or inhibits any other person from using or enjoying the Site, or which may expose EMediaVitals.com or its users to any harm or liability of any kind; or
  • upload, post, transmit, share, store, or otherwise make available content that, in the sole discretion of EMediaVitals.com, is unsuitable for the site and/or could damage the reputation of EMediaVitals.com, including but not limited to adult materials.

8. Content Posted on the Services or Site

You are solely responsible for  articles and edits, Blog entries and comments, topical questions or responses submitted through EMediaVitals.com Groups or other forums, photos, profiles, messages, notes, text, information, advertisements, job listings, and other content (individually or collectively “Content”) that You post on or through the Services or the Site, or transmit to or share with other users. You may not post, transmit, or share Content on the Site or Services that You did not create or that You do not have permission to post, transmit, or share. You understand and agree that EMediaVitals.com may, but is not obligated to, pre-screen and/or review the Site or the Content and may delete, edit, decline to post, move or remove Content, with or without notice, in its sole discretion, for any reason or no reason, including Content that might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others.

When You post Content to the Site, You authorize and direct EMediaVitals.com to make such copies as deemed necessary in order to facilitate the posting and storage of the Content on the Site. By posting Content to any part of the Site, You automatically grant, and You represent and warrant that You have the right to grant, to EMediaVitals.com, its affiliates, and partners, a worldwide, irrevocable, royalty-free, nonexclusive, sub-licensable license to use, reproduce, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish such Content for any purpose, commercial, advertising, or otherwise, on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Content, and to grant and authorize sublicenses of the foregoing. You may remove Your Content from the Site at any time but such removal will not impact Our rights as detailed in this section. You further acknowledge that EMediaVitals.com may retain archived copies of Your Content. EMediaVitals.com does not assert any ownership over Your Content; rather, as between Us and You, subject to the rights granted to Us in these Terms, You retain full ownership of all of Your Content and any intellectual property rights or other proprietary rights associated with Your Content.

The contents of the Site, such as text, graphics, photographs, blog entries,  articles, software, links to other websites, whether affiliated or unaffiliated with Us, and other material, whether posted by Us or You or any other third parties, is presented for informational purposes only. We will make reasonable efforts to include up-to-date and accurate information on this Site with respect to the information We post, but We make no representations, warranties or assurances as to the accuracy, currency or completeness of the Content provided by Us, You or other third parties.

You acknowledge, consent and agree that EMediaVitals.com may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to (i) comply with legal process; (ii) enforce these Terms; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of EMediaVitals.com, its users and the public.

9. EMediaVitals.com Mobile Services

The Services includes certain services that are available via Your mobile phone, including, without limitation: (i) the ability to browse EMediaVitals.com from Your mobile phone, and (ii) the ability to receive and reply to EMediaVitals.com Groups messages (collectively "Mobile Services"). EMediaVitals.com does not charge for these Mobile Services. However, Your carrier's normal messaging, data, and other rates and fees will still apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by Your carrier, and not all Mobile Services may work with all carriers or devices. You agree to promptly update Your EMediaVitals.com account information to address any changes in Your mobile contact information.

10. Notice of Copyright Infringement

If You believe in good faith that Your copyrighted work has been reproduced on or linked from the Sites without authorization in a way that constitutes copyright infringement, please provide Our designated copyright agent with the following information:

  • identification of the allegedly infringing material on the Sites that is requested to be removed;
  • identification of the copyrighted work claimed to have been infringed;
  • Your name, address, and day time telephone number, and an e-mail address if available, so that We may contact You if necessary;
  • a statement that You have a good-faith belief that the use of the copyrighted work is not authorized by the copyright owner, its agent, or the law;
  • a statement under penalty of perjury that the information in the notification is accurate, and that the signatory is authorized to act on behalf of the owner of an exclusive copyright right that is allegedly infringed; and
  • an electronic or physical signature of the copyright owner or someone authorized on the owner's behalf to assert infringement of copyright and to submit the statement.

Our copyright agent for notice of claims of infringement on the Sites is:

Vital Business Media
ATTN:  Copyright Agent
65 Broadway, Suite 601
New York, NY 10006

EMediaVitals.com may, in appropriate circumstances and at its discretion, terminate the access privileges of users who may be repeat infringers.

11. System Outages

We periodically schedule system downtime for maintenance and other purposes. Unplanned system outages also may occur. We shall have no liability whatsoever for (i) the resulting unavailability of the Site; (ii) any loss of data or transactions caused by planned or unplanned system outages; (iii) the resultant delay, misdelivery or nondelivery of information caused by such system outages, or (iv) any third party acts or any other outages of web host providers or the Internet facilities and network that is external to the Site.

12. Dealings With Advertisers and Other Users

Your correspondence or business dealings with, or participation in promotions of, advertisers or other users found on or through EMediaVitals.com, including payment for and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party. You agree that EMediaVitals.com shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or third parties on EMediaVitals.com.

13. International Users

We make no claims that the Content is appropriate or may be downloaded outside of the United States. Access to the Content may not be legal in certain countries or for certain persons. If You access the Site from outside of the United States, You do so at Your own risk and are responsible for compliance with the laws of Your jurisdiction.

14. Disclaimers

The Services and Sites, including Content provided by EMediaVitals.com users, are provided AS IS, and EMediaVitals.com makes NO REPRESENTATION OR WARRANTY OF ANY KIND with respect to them.

We make no warranties or representations, express or implied, (a) that the information provided through the emediavitals.com sites will be free from error, omission, interruption, defect, or delay in operation, or from technical inaccuracies or typographical errors; (b) that the emediavitals.com sites will be available at any particular time or location; (c) that defects or errors in the emediavitals.com sites will be corrected; or (d) that the content on the emediavitals.com sites will be free of viruses or other harmful components. Any information on the emediavitals.com sites is subject to change without notice, and we disclaim all responsibility for these changes.

We make no warranties or representations, express or implied, (a) that the information provided through the emediavitals.com sites will be free from error, omission, interruption, defect, or delay in operation, or from technical inaccuracies or typographical errors; (b) that the emediavitals.com sites will be available at any particular time or location; (c) that defects or errors in the emediavitals.com sites will be corrected; or (d) that the content on the emediavitals.com sites will be free of viruses or other harmful components. Any information on the emediavitals.com sites is subject to change without notice, and we disclaim all responsibility for these changes.

15. Limitations

Your sole and exclusive remedy for any breach of this agreement or for any other cause of action arising under this agreement is your right to terminate this agreement immediately upon notice to emediavitals.com. You agree that we will not be liable under any circumstances for any direct, indirect, consequential, special, exemplary, punitive or other damages, including, without limitation, lost profits or costs or attorney’s fees, arising out of or relating to your use of the emediavitals.com sites or your relationship with emediavitals.com under any legal theory, including but not limited to breach of contract, breach of warranty, defamation, negligence, or strict liability.

Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, Our liability in such jurisdictions shall be limited to the extent permitted by law, but the provisions of this section shall in any case be interpreted to limit Our liability to the greatest extent permitted by law.

In the event that you have a dispute with another user related to, arising from, or in any way connected with your use of the emediavitals.com sites, you release emediavitals.com from any claims, demands, and damages of every kind and nature arising out of or in any way connected with such a dispute, and agree to hold emediavitals.com harmless in connection with any such dispute.

16. Indemnification

You agree to indemnify emediavitals.com, vital business media inc., and their respective officers, directors, owners, employees, agents, members, affiliates, partners, and licensors against, and hold harmless from, claims, liability, losses, costs, and expenses (including attorney’s fees) incurred as a result of or in connection with your use, misuse or abuse of the services and sites. You will cooperate as fully as reasonably required in our defense of any claim. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you shall not in any event settle any matter without our written consent.

17. Termination

EMediaVitals.com reserves the right, in its sole discretion, to terminate, suspend, or limit Your access to the EMediaVitals.com Sites, or any portion thereof, at any time with or without notice to You. If We do so, the provisions of these Terms will survive such termination, except that You will not be permitted to use the Services and Sites to the extent that We terminate, suspend, or limit Your access. You may also discontinue Your own access to the EMediaVitals.com Sites by contacting Us in writing to request that Your account be terminated. If You do so, You will not be eligible to receive a refund of any subscription or other fees that You have paid Us, and any fees that are due on the date You request termination will remain due.

18. Governing Law and Choice of Forum

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, exclusive of its choice of law rules and matters affecting copyrights, trademarks and patents under United States federal law. You hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the State of New York in New York County and of the United States of America located in the State of New York for any litigation or disputes arising out of or relating to use of the Site and not to commence any litigation relating thereto except in such courts. You hereby irrevocably and unconditionally waive any objection to the establishment of venue of any such litigation in the State of New York Courts including, New York County for a state court proceeding, and agree not to plead or claim in any State of New York Court that such litigation brought therein has been brought in an inconvenient forum.

19. Integration

Unless otherwise specified herein, the terms of this Agreement constitute the entire agreement between You and EMediaVitals.com and govern Your use of the EMediaVitals.com Sites, superseding any prior or contemporaneous communications and proposals in any form between You and EMediaVitals.com.

20. No Waiver

You agree that Our failure to enforce any provisions of this Agreement or respond to a breach by You or other parties does not in any way waive Our right to enforce subsequently any terms or conditions of this Agreement or to act with respect to similar breaches.

21. No Third Party Beneficiaries

You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.

22. Severability

In the event that one or more portions of this Agreement shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other provision contained in this Agreement.

23. Relationship of the Parties; Electronic Contracting

You agree that no joint venture, partnership, employment, or agency relationship exists between You and EMediaVitals.com as a result of this Agreement or Your access to and use of the EMediaVitals.com Sites, unless otherwise specified. You further agree that a printed version of the Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

We may, in our sole discretion, seek your consent to the terms and conditions of this Agreement and certain other agreements on the Site by means of an electronic signature by requesting you to affirmatively “click” on boxes containing the words “I Accept,” “I Agree” or other similar phrases (collectively, “Acceptance Terms”). If you “click” on the Acceptance Terms, your “click” will be deemed a legally binding electronic signature. You acknowledge and agree that you will carefully review any document or web page before making such an electronic signature.

24. Questions

Please contact info@vitalbusinessmedia.com, using the subject line “EMediaVitals.com Terms of Use Question” if You have any questions or comments about the Terms, or to report user conduct violating the Terms.