Last updated: 03/20/2022
These terms of use (“Terms”) govern your access to and use of all Vianai-branded publicly available websites, including sites located on vian.ai and any other pages that link to these Terms (collectively, the “Sites”). BY ACCESSING OR USING THE SITE, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU MUST NOT ACCESS OR USE THE SITE. These Terms expressly do not govern your access to or use of Vianai services, which are subject to the written agreements in place between us and our customers (together the “Services”, and any such agreement, a “Services Agreement”). Throughout the Terms, “we,” “us,” “our” and “ours” refer to Vianai Systems, Inc. (“Vianai”), and “you,” “your” or “yours” refer to you personally (i.e., the individual who reads and agrees to be bound by these Terms) and, if you access the Sites on behalf of a legal entity, to that entity. If you are using the Sites on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and, by accepting these Terms, you are hereby binding such entity to the Terms.
1) GENERAL TERMS AND CONDITIONS.(a) YOU UNDERSTAND AND AGREE THAT VIANAI MAY CHANGE THESE TERMS AT ANY TIME WITHOUT PRIOR NOTICE. You may read a current, effective copy of these Terms at any time by selecting the appropriate link on the Site. The revised Agreement will become effective at the time of posting, and your use of the Site after such time will constitute your acceptance of the revised Agreement. If any change to these Terms is not acceptable to you, then your sole remedy is to stop using the Site. Notwithstanding the preceding sentences of this Section 1(a), no revisions to these Terms will apply to any dispute between you and Vianai that arose prior to the effective date of those revisions
(b) PRIVACY POLICY. Use of the Site is also subject to Vianai’s Privacy Policy, which is incorporated into these Terms by reference.
(c) ELIGIBILITY. You must be at least 18 years old to use the Site. By agreeing to these
Terms, you represent and warrant to us that: (i) you are at least 18 years old, (ii) you
have not previously been suspended or removed from the Site, and (iii) your registration and use of the Site are in compliance with any and all applicable laws and regulations.
(d) MOBILE SITES. The Site is accessible via a mobile phone, tablet or other wireless device (collectively, “Mobile Sites”). Your mobile carrier’s normal messaging, data, and other rates and fees will apply to your use of the Mobile Sites. You are solely responsible for all costs you incur from accessing the Mobile Sites. In addition, downloading, installing or using certain Mobile Sites may be prohibited or restricted by your mobile carrier, and not all Mobile Sites may work with all carriers or devices. Therefore, you are solely responsible for checking with your mobile carrier to determine if the Mobile Sites are available for your mobile device(s), what restrictions, if any, may be applicable to your use of the Mobile Sites, and how much use of the Mobile Sites will cost you. All use of the Site and the related Mobile Sites must be in accordance with these Terms.
(e) YOU MAY ACCESS THE SITE GENERALLY AND/OR BROWSE GENERALLY WITHOUT REGISTERING WITH THE SITE. If you have registered for and opened an account through the Sites (an “Account”), you are entirely responsible for maintaining the confidentiality of your Account information, including your password, and for any and all activity that occurs under your Account. You agree to notify us immediately of any unauthorized use of your Account or password, or any other breach of security. However, you will remain responsible for losses incurred by Vianai or by any other party due to your knowingly or inadvertently permitting unauthorized use of your Account or your Account information. You may not use anyone else’s username, password or account at any time unless we expressly pre-approve such use, or unless expressly permitted under a Services Agreement. We cannot and will not be liable for any loss or damage arising from your failure to comply with these obligations. Registration for any account is void where the user lacks the requisite eligibility for registration or if such registration is otherwise prohibited.
(f) SOFTWARE OR THE SERVICES MAY BE MADE AVAILABLE TO YOU THROUGH THE SITES. Your rights to access and use the Services, including any software, will be subject to your agreement to the applicable Services Agreement governing your use of the Services and to any terms and conditions of any applicable third party software license agreement (“Software License”) identified in the software or on the web page providing access to the software. You may not use any software unless you agree to be bound by all terms and conditions of any applicable Software License. If there is a conflict between any Services Agreement and any Software License, the conflicting term of the Software License will control to the extent necessary to eliminate the conflict.
2) LICENSE GRANT AND PROPRIETARY RIGHTS.(a) LICENSE. Subject to your complete and ongoing compliance with these Terms, Vianai hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free and worldwide right and license to access and use the Site solely in strict compliance with the provisions of these Terms and as permitted by the functionalities of the Site available to you.
(b) CONTENT. The content that Vianai provides to you on the Site, including, without limitation, any text, graphics, software, interactive features, information or other materials, is protected by copyright or other intellectual property rights and owned by Vianai or its licensors (collectively, the “Vianai Content”). Moreover, Vianai or its licensors own all design rights, database and compilation rights and other intellectual property rights in and to the Site, in each case whether registered or unregistered, and any related goodwill. We grant the operators of public search engines, permission to use spiders and application programming interfaces to copy non-password protected Vianai Content from the Site for the purposes of creating publicly available, searchable indices of the materials, including caches or archives of such materials, and for traffic metrics per our robots.txt file and sitemap.xml file.
(c) MARKS. The Vianai trademarks, service marks and logos (collectively, the “Vianai Trademarks”) used and displayed on the Site are Vianai’s registered and/or unregistered trademarks or service marks. Any other product and service names located on any part of the Site may be trademarks or service marks owned by third
parties (collectively with the Vianai Trademarks, the “Trademarks”). Except as otherwise permitted by law, you may not use the Trademarks to disparage Vianai or the applicable third party, Vianai’s or a third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any website without Vianai’s prior express written consent. All goodwill generated from the use of any Vianai Trademark will inure solely to Vianai’s benefit.
(d) RESTRICTIONS. Vianai hereby reserves all rights not expressly granted to you in this Section 2. Accordingly, nothing in these Terms or on the Site will be construed as granting to you, by implication, estoppel or otherwise, any additional license rights in and to the Site or any Vianai Content or Trademarks located or displayed on or within the Site.
3) INFORMATION SUBMITTED THROUGH OR TO OUR SITES.(a) GENERAL. Certain features on the Site may allow you to submit or upload (collectively, “Submit”) content to the Site, such as any messages, emails, text, graphics, code, questions, suggestions, comments, feedback, ideas, plans, notes, drawings, sample data, sound, images, video, original or creative materials, and other items or materials that you may provide to discussion forums, blogs, or other interactive features or areas of the Services where you or other users can create, post, transmit or store content or other materials subject to intellectual property or similar laws (“User Content”). For all User Content that you Submit to the Site, you hereby grant us (and those we work with) an assignable, sublicensable, royalty free, fully paid-up, worldwide license to use, exploit, host, store, transmit, reproduce, modify, create derivative works of (such as those resulting from changes we make so that your User Content works better with our Site), publish, publicly perform, publicly display, and distribute such content; provided that we will not share with other Users any User Content that you Submit to the Site that is not viewable by other Users based on any privacy settings available on the Site. The rights you grant in this Section are for the purpose of operating, promoting, and improving our Site and business and this license continues even if you stop using our Site.
(b) YOU MUST HAVE RIGHTS TO THE CONTENT YOU SUBMIT. You represent and warrant that: (i) you own the User Content Submitted by you or otherwise have the right to grant the license set forth in these Terms; (ii) the Submission of your User Content and the use of the same as contemplated in these Terms does not and will not violate any right of any third party; (iii) the Submission of your User Content and our use of such User Content as authorized in these Terms will not require us to pay any amounts or provide any attribution to any third parties; and (iv) the Submission of your User Content or our use thereof as authorized in these Terms does not result in a breach of contract between you and any third party.
(c) DISCLAIMER. We are under no obligation to edit or control User Content that you Submit, and will not be in any way responsible or liable for any User Content available on or through the Site. Vianai may, however, at any time and without prior notice, screen, remove, edit or block any User Content on the Site that in our sole judgment violates these Terms or is otherwise objectionable, such as, without limitation, User Content that Vianai determines is or could be interpreted to be abusive, bigoted, defamatory, harassing, harmful, infringing, obscene, offensive, pornographic, racist, threatening, unlawful, vulgar or otherwise inappropriate (collectively, “Objectionable Content”). Further, we may, in our sole discretion, take any action we deem necessary and/or appropriate against any User who Submits Objectionable Content, including, but not limited to, warning the User or suspending or terminating the User’s Profile.
4) REQUIRED CONDUCT WHILE USING OUR SITES.Without limiting any other provisions of these Terms, you agree not to (and not to attempt to):
1. decipher, decompile, disassemble or reverse engineer any of the software or source code comprising or making up the Site;
2. use any device, software or routine to interfere or attempt to interfere with the proper working of the Site, or any activity conducted thereon;
3. delete or alter any material Vianai makes available on the Site;
4. frame or link to any of the materials or information available on the Site;
5. use or exploit any Trademarks or Vianai Content in any manner that is not expressly authorized by these Terms;
6. access, tamper with or use non-public areas of the Site, Vianai’s (and its hosting company’s) computer systems and infrastructure or the technical delivery systems of Vianai’s providers;
7. provide any false information to Vianai;
8. engage in or promote any conduct that is offensive, harassing, predatory, stalking, violent, threatening, discriminatory, racist, hateful, or otherwise harmful, against any individual or group;
9. harvest or collect information about any third parties, including their email addresses or other personally identifiable information;
10. send, by email or other means, any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letter, pyramid scheme, political campaign message, offering of an investment opportunity, or any other form of solicitation, or conceal or forge headers of emails or other messages, or otherwise misrepresent the identity of senders, for the purpose of sending spam or other unsolicited messages;
11. create a false identity or impersonate another person or entity in any way (including by implying endorsement), or otherwise misrepresent your affiliation with a person or entity;
12. restrict, discourage or inhibit any person from using the Site;
13. use the Site, without Vianai’s prior express written consent, for any unauthorized purpose;
14. gain unauthorized access to the Site, other Users’ Profiles or to other computers or websites connected or linked to the Site;
15. operate non-permissioned network services, including open proxies, mail relays or recursive domain name servers, or use any means to bypass user limitations relating to the Sites;
16. transmit to the Site any virus, worm, spyware or any other computer code, file or program that may or is intended to disable, overburden, impair, damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Site or communications equipment and computers connected thereto;
17. use any robot, spider, crawler, scraper, deep-link, page-scrape, site search/retrieval application or other manual or automated device, program, algorithm or methodology or interface not provided by us to access, acquire, copy, retrieve, index, scrape, data mine, in any way reproduce or circumvent the navigational structure or presentation of the Sites or monitor any portion of the Sites or to extract data, or to sell, resell, frame, mirror or otherwise exploit for any commercial purpose, any portion of, use of, or access to the Sites (including any content, software and other materials available through the Sites), or attempt to circumvent any content filtering techniques we may employ;
18. remove any copyright, trademark or other proprietary rights notice from the Sites or from Content or other materials contained on or originating from the Sites;
19. probe, scan, monitor or test the vulnerability of the Sites or any network connected to the Sites, or breach the security or authentication measures on the Sites or any network connected to the Sites;
20. develop any third-party applications that interact with the Sites or Content without our prior written consent;
21. use or apply the Sites in any manner directly or indirectly competitive with our business;
22. violate any federal, state or local laws or regulations or these Terms; or
23. assist or permit any person in engaging in any of the activities described above.
5) ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT/UNIFORM
ELECTRONIC TRANSACTIONS ACT.(a) The Federal Electronic Signatures in Global and National Commerce Act (“ESIGN”) and similar state laws, particularly the Uniform Electronic Transactions Act (“UETA”), authorize the creation of legally binding and enforceable agreements utilizing electronic records and signatures. ESIGN and UETA require businesses that want to use electronic records or signatures in consumer transactions to obtain the consumer’s consent to receive information electronically. When a potential investor registers on the Site, we obtain his, her or its consent to transact business electronically and maintain electronic records in compliance with ESIGN and UETA requirements.
(b) Your use of electronic signatures to sign documents on the Site legally binds you in the same manner as if you had manually signed such documents. No certification authority or third party verification is necessary to validate any electronic signature and the lack of such certification or verification will not in any way affect the enforceability of such signatures or documents. The use of electronic versions of such documents fully satisfies any requirement that such documents be provided to you in writing. If you sign electronically, you represent that you have the ability to access and retain a record of such documents. You agree that you are responsible for understanding these documents and agree to conduct business by electronic means. You are obligated to review the Site periodically for changes and modifications and agree not to contest the admissibility or enforceability of the Site’s electronically stored copies of these documents or these Terms in any proceeding arising out of these documents or these Terms.
(c) Although you consent to electronic delivery, you may elect to deliver communications by other means and such delivery will not affect your consent. You may revoke consent to electronic delivery of communications and receive a paper version at your election. Vianai will have a reasonable period to effect such a change and Vianai may charge you a reasonable fee for sending such paper copies. If you elect to use electronic delivery, you agree and represent that you have a suitable computer with Internet access, an email address and the availability to download, save and/or print communications to retain a record of such communications. You agree that you are solely responsible for maintaining such equipment and services required for online access.
6) THIRD-PARTY SITES.The Site may contain links to third-party websites (“Third-Party Sites”). These links are provided only as a convenience to you. The inclusion of any link is not and does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring by Vianai of any information, materials, products, or services contained in or accessible through any Third-Party Site. In no event will Vianai be responsible for the information contained on any Third-Party Sites or your use of or inability to use any Third-Party Sites. You acknowledge and agree that Vianai will not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused by or related to the use of or reliance on any content, goods, or services available through any Third-Party Site or resource. YOU AGREE THAT ACCESS AND USE OF THIRD-PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD-PARTY SITES OR AVAILABLE THROUGH THIRD-PARTY SITES, IS SOLELY AT YOUR OWN RISK AND DISCRETION. Your access and use of the Third-Party Sites are governed by the terms of use and privacy policies of the individual Third-Party Sites. We strongly encourage you to carefully review the terms of use and privacy policies of any Third Party Sites from which you access through our Site.7) DISCLAIMER OF WARRANTIES.YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITES, INCLUDING ANY CONTENT, IS AT YOUR SOLE RISK. ALL OF THE SITES AND CONTENT ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND VIANAI MAKES NO RELATED REPRESENTATIONS, AND DISCLAIMS ALL POSSIBLE WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SITES OR CONTENT ARE ACCURATE, CONTINUOUSLY AVAILABLE, COMPLETE, RELIABLE, SECURE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. VIANAI CANNOT AND DOES NOT GUARANTEE THAT ANY DEFECTS, ERRORS OR OMISSIONS WILL BE CORRECTED, REGARDLESS OF WHETHER VIANAI IS AWARE OF SUCH DEFECTS, ERRORS OR OMISSIONS. TO THE EXTENT APPLICABLE STATE LAW DOES NOT ALLOW THE EXCLUSIONS AND DISCLAIMERS OF WARRANTIES AS SET FORTH IN THIS SECTION 7, SOME OR ALL OF THE ABOVE EXCLUSIONS AND DISCLAIMERS MAY NOT APPLY TO YOU, IN WHICH CASE SUCH EXCLUSIONS AND DISCLAIMERS WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. YOU ACKNOWLEDGE THAT THE DISCLAIMERS, LIMITATIONS, AND WAIVERS OF LIABILITY SET FORTH IN THIS SECTION 7 SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THESE TERMS OR YOUR USE OF THE SITES.
8) LIMITATION OF LIABILITY.YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITES AND CONTENT REMAINS WITH YOU. IN NO EVENT WILL VIANAI OR ANY OF ITS DIRECTORS, EMPLOYEES, AGENTS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE SITES, AND ANY CONTENT, SERVICES OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH THE SITES, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, EQUITY OR OTHERWISE) AND EVEN IF WE ARE AWARE OF OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR FROM THE USE OF OR INABILITY TO USE THE SITES, INCLUDING ANY CONTENT, OR FROM THE USE OF OR EXPOSURE TO ANY SUBMISSIONS, EXCEED ONE HUNDRED DOLLARS ($100.00). MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THE FOREGOING LIMITATIONS AND EXCLUSIONS SHALL NOT APPLY WITH RESPECT TO ANY LIABILITY ARISING UNDER FRAUD, FRAUDULENT MISREPRESENTATION, GROSS NEGLIGENCE, OR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW. ADDITIONALLY, TO THE EXTENT APPLICABLE STATE OR OTHER LAW DOES NOT ALLOW THE EXCLUSIONS AND LIMITATIONS OF DAMAGES AS SET FORTH IN THIS SECTION 8, SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU, IN WHICH CASE VIANAI’S LIABILITY TO YOU WILL BE LIMITED BY THIS SECTION TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THESE LIMITATIONS OF LIABILITY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU ACKNOWLEDGE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8 SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THESE TERMS OR YOUR USE OF THE SITES.
9) INDEMNIFICATION.To the fullest extent permitted by law, you agree to indemnify, defend and hold harmless Vianai, its officers, directors, shareholders, successors in interest, employees, agents, subsidiaries and affiliates, from and against any and all actual or threatened third party claims (groundless or otherwise), demands, losses, damages, costs and liability, proceedings (at law or in equity) and expenses (including reasonable attorneys’ and expert fees and costs of investigation) arising out of or in connection with (a) your use of the Sites, including without limitation any User Content; (b) your breach of these Terms, including your breach of any covenant, representation, warranty, term, or condition set forth herein, including, without limitation, the obligations set forth in Section 3 (Information Submitted Through or to Our Sites) and Section 4 (Required Conduct While Using Our Sites); (c) your violation of any law or regulation or of any third party rights, including infringement, libel, misappropriation, or other violation of any third party’s intellectual property or other legal rights; or (d) the disclosure, solicitation or use of any personal information by you, whether with or without your knowledge or consent. Vianai reserves the right, however, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with Vianai’s defense of such claim, and in no event may you agree to any settlement affecting Vianai without Vianai’s prior written consent.
10) SUSPENSION OR TERMINATION OF ACCESS TO OUR SITES.Notwithstanding any provision to the contrary in these Terms, you agree that Vianai may, in its sole discretion and with or without prior notice, for any or no reason, suspend or terminate your access to any or all of the Sites and/or block your future access to any or all of the Sites, including without limitation for any of the following reasons: (a) if we determine that you have violated any provision, or the spirit, of these Terms; (b) in response to a request by a law enforcement or other government agency; (c) due to discontinuance or material modification of any of the Sites; or (d) due to unexpected technical issues or problems. Vianai is not liable to you or any third party for any termination of your access to any part of the Sites. The rights and obligations of these Terms which by their nature should survive, will survive any termination of your use of the Sites.
11) NOTICE AND PROCEDURE FOR MAKING CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENTS.(a) RESPECT OF THIRD-PARTY RIGHTS. Vianai respects the intellectual property of others and takes the protection of intellectual property very seriously, and we ask our Users to do the same. Infringing activity will not be tolerated on or through the Site.
(b) REPEAT INFRINGER POLICY. Vianai’s intellectual property policy is to (i) remove or disable access to material that Vianai believes in good faith or upon notice from an intellectual property owner or his or her agent, is infringing the intellectual property of a third party by being made available through the Site; and (ii) remove any User Content uploaded to the Site by “repeat infringers.” Vianai considers a “repeat infringer” to be any User that has uploaded User Content to or through the Site and for whom Vianai has received more than two takedown notices compliance with the provisions of 17 U.S.C. §512 with respect to such User Content. Vianai has discretion, however, to terminate the Profile of any User after receipt of a single notification of claimed infringement or upon Vianai’s own determination.
(c) PROCEDURE FOR REPORTING CLAIMED INFRINGEMENT. If you believe that any content made available on or through the Site has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. Your Notification of Claimed Infringement may be shared by Vianai with the User alleged to have infringed a right you own or control, and you hereby consent to Vianai making such disclosure. Your communication must include substantially the following:
i. A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
ii. Identification of works or materials being infringed, or, if multiple works are covered by a single notification, then a representative list of such works;
iii. Identification of the specific material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Vianai to locate the
material;
iv. Information reasonably sufficient to permit Vianai to contact you, such as an address, telephone number and, if available, an electronic mail address at which you may be contacted;
v. A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
vi. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
You should consult with your own lawyer and/or see 17 U.S.C. §512 to confirm your obligations to provide a valid notice of claimed infringement.
(d) DESIGNATED AGENT CONTACT INFORMATION. Vianai’s designated agent for receipt of Notifications of Claimed Infringement (the “Designated Agent”) can be contacted at:
Vianai Systems, Inc.
Attention: Legal Department
1661 Page Mill Road, Suite B
Palo Alto, CA 94304
dmca@vian.ai
(e) COUNTER NOTIFICATION. If you receive a notification from Vianai that material made available by you on or through the Site has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Vianai with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Vianai’s Designated Agent through the methods identified in Section 11(d) and include substantially the following information:
i. A physical or electronic signature of the User;
ii. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
iii. A statement under penalty of perjury that the User has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
iv. The User’s name, address and telephone number, and a statement that the User consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the User’s address is outside of the United States, then for any judicial district in which Vianai may be found, and that the User will accept service of process from the person who provided the Notification of Claimed Infringement or an agent of such person.
A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. §512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.
(f) REPOSTING OF CONTENT SUBJECT TO A COUNTER NOTIFICATION. If you submit a Counter Notification to Vianai in response to a Notification of Claimed Infringement, then Vianai will promptly provide the person who provided the Notification of Claimed Infringement with a copy of your Counter Notification and inform that person that Vianai will replace the removed User Content or cease disabling access to it in ten (10) business days, and Vianai will replace the removed User Content and cease disabling access to it not less than ten (10), nor more than fourteen (14), business days following receipt of the Counter Notification, unless Vianai’s Designated Agent receives notice from the party that submitted the Notification of Claimed Infringement that such person has filed an action seeking a court order to restrain the User from engaging in infringing activity relating to the material on Vianai’s system or network.
(g) FALSE NOTIFICATIONS OF CLAIMED INFRINGEMENT OR COUNTER NOTIFICATIONS. The Copyright Act provides that: [a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. §512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, will be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Vianai] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it. 17 U.S.C. §512(f).
(h) Vianai reserves the right to seek damages from any party that submits a Notification of Claimed Infringement or Counter Notification in violation of the law.
12) CONSENT TO ELECTRONIC COMMUNICATIONS.By using the Site, you consent to receiving certain electronic communications from us as further described in the Privacy Policy. Please read the Privacy Policy to learn more about your choices regarding our electronic communications practices. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.
13) GENERAL.These Terms are governed by the internal substantive laws of the State of California without respect to its conflict of laws provisions and each party submits to the personal and exclusive jurisdiction of the courts located in San Francisco, California. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. Except to the extent a Services Agreement applies, these Terms constitute the entire agreement between you and Vianai with respect to your use of the Sites and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Vianai with respect to the Sites. You agree that no joint venture, partnership, employment or agency relationship exists between you and Vianai as a result of these Terms or use of the Site. If any provision of these Terms is found to be invalid by any court or arbitrator having competent jurisdiction, then the invalidity of such
provision will not affect the validity of the remaining provisions of these Terms, which will remain in full force and effect. Failure of Vianai to act on or enforce any provision of these Terms will not be construed as a waiver of that provision or any other provision in these Terms. No waiver will be effective against Vianai unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance. The Section headings are provided merely for convenience and will not be given any legal import. These Terms will inure to the benefit of our successors and assigns. You may not assign these Terms or any of the rights or licenses granted hereunder without the prior express written consent of Vianai. “Assign” as used in the prior sentence includes any changes of control or sale of stock or assets of any Organization. Vianai may assign these Terms, including all its rights hereunder, without restriction. These Terms may only be amended in a writing signed by you and an authorized representative of Vianai, except as provided in Section 1(a). No provision of these Terms is intended for the benefit of any third party, and the parties do not intend that any provision should be enforceable by a third party.
14) CONTACT.
If you would like to contact us for any reason, please email legal@vian.ai.
