- Event Terms -

 

Effective Date: 2020.07.09

 

This Event Terms (Terms) is a legal Terms between you and VITALTEK, INC., including its affiliates, subsidiaries (collectively, VITALTEK”, “we”, “us” or “our”), and sets forth the provisions and conditions governing your participation in our writer recruitment and book-testing program as set forth hereunder in order to increase the exposure of your works and test the popularity of them, and your use of our websites and the corresponding services (collectively the “Services).  

 

By clicking “Start” or by accessing or using the Services, you agree to be bound by the Terms. If you do not agree with the Terms, including the mandatory arbitration provision and class action waiver in Section 12, you are not authorized to access or use the Services for any purpose.

 

  1. PROGRAM.

 

Under the program, you can register as a writer and provide your works and your information to us, and we can review your works and may reach out to you for any potential future cooperation between you and us. You can also win bonus of various kinds if the corresponding conditions set forth in our Services are met. However, this program is not a commitment or endorcement by us to enter into a transaction or business relationship with you.

 

You hereby acknowledge and agree that, by joining the program, we may use the literary work you provided to us in any forms (the “Work(s)”) in our products named “Readict” and any other media, technology, channel or platform for the purpose of a short-term (for no more than two weeks) testing of the popularity of your Work among readers and our assessment of potential cooperation between you and us. Therefore, you hereby grant us the following worldwide, nonexclusive, irrevocable and royalty-free licenses to your Work for the aforesaid two weeks:

(a)    to make the follwoing reasonable modifications:

(i)      remove, edit, or modify any portion of the Work we deem unlawful, inappropriate, offensive, inhumane, or unethical;

(ii)     add or change the cover for the Work, add, delete, or revise the brief introduction;

(iii)    make minor edits including, but not limited to, spelling, layout, and typography; and

(iv)    make any other necessary modifications for legitimate purpose (including but not limited to be in accordance with the rules of promotion platforms like facebook).

(b)    to copy, with or without modifications, and distribute copies of the Work in English in any medium, technology, channel or platform;

(c)    to display publicly, including any advertising or promotional use of the Work in English in any medium, technology, channel or platform.

 

Notwithstanding the foregoing, you retain all rights and interests to the Work not granted to us as prescribed hereinabove. The license granted hereunder is not a commitment or endorcement by us to enter into a transaction or business relationship after the expiration of the term of license.

 

  1. PRIVACY.

 

We will collect, use and disclose information about you while you are using the Services in accordance with our Privacy Policy. To learn about the details and your rights with respect to your information, please review our Privacy Policy . The Privacy Policy is incorporated into and made part of this Terms.

 

  1. REPRESENTATIONS.

 

During your use of the Services and joining the program, you hereby represents that:

(a)    You are the sole author and sole owner of the Work;

(b)    You have the right to grant license for use of the Work to the fullest extent permitted under the Terms;

(c)    The Work is original, not in the public domain, not plagiarized, and does not contain anything of the following:

(i)       depraved or illegal acts;

(ii)      bestiality;

(iii)    discrimination against race, religion, gender, sexual orientation or nationality;

(iv)     sadism or masochism;

(v)      bondage;

(vi)     pedophilia or child-abuse;

(vii)   instigation to crime; or

(viii)  anything that is libelous, defamatory, scandalous, against humanity or otherwise violates any laws;

(d)    You have not transferred, exclusively licensed, or encumbered the Work or agreed to do so;

(e)    the Work does not violate, infringe, or misappropriate any third-party’s rights or claim of rights (including existing intellectual property rights, rights of privacy, or other rights);

(f)     There is no third-party consent, assignment, or license necessary for you to deliver the Work or grant rights to the Work to us under the Terms;

(g)    You were not acting within the scope of employment of a third party when conceiving, creating, or otherwise performing any activity with respect to the Work;

(h)    You will not make any oral or written statement about us, our products and/or the Services which is intended or reasonably likely to disparage us or Our Parties, or otherwise degrade our reputation; and

(i)     The information you provided is accurate, truthful, and up-to-date, and you will promptly notify us in writing in case of any changes.

 

Under no circumstance do we take any responsibility for the Work you provided to us.

 

  1. APPROPRIATE USE OF THE SERVICES.

 

You agree to use the Services in accordance with all applicable local, state, national and foreign laws, treaties and regulations. You will not violate any contract, intellectual property or other third-party right or commit a tort, and you are solely responsible for your conduct while accessing or using the Services.

 

In addition, without limitation, you will not, directly or indirectly, do any of the following while using or accessing the Services:

(a)    Engage in any harassing, threatening, intimidating, predatory or stalking conduct;

(b)    Use the Services in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying the Services or that could damage, disable, overburden or impair the functioning of our Services in any manner;

(c)    Decompile, disassemble or reverse engineer any aspect of the Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the Services;

(d)    Bypass, modify, defeat, or circumvent the security technology used to deliver or protect the Services or the CMI associated with our Services;

(e)    Modify, adapt, vary or create derivative works based on our Services in whole or part;

(f)     Attempt to circumvent any content-filtering techniques we employ or attempt to access any feature or area of our Services that you are not authorized to access;

(g)    Develop or use any third-party applications that interact with our Services without our prior written consent, including any scripts designed to scrape or extract data from our Services;

(h)    Use our Services for any illegal, infringing or unauthorized purpose, or engage in, encourage or promote any activity that violates this Terms.

 

  1. TERMINATION; CANCELLATION.

 

We may change the Services, and Our Content (as defined below) at any time. We may discontinue offering our Services, and we may suspend or terminate your right to use our Services at any time, in the event that you breach the Terms, for any other reason, or for no reason at all, in our sole discretion, and without prior notice to you.

 

All licenses and other rights granted to you by the Terms will immediately terminate upon termination of your right to use our Services or our termination of the Services. The Terms will survive and continue to apply after any suspension, termination, or cancellation, except that your access rights and other rights as a user will be suspended, terminated or cancelled, respectively.

 

  1. INTELLECTUAL PROPERTY; LIMITED LICENSE.

 

The Services, and the text, graphics, images, photographs, videos, illustrations, trademarks, trade names, service marks, logos, slogans and other content contained therein (collectively, the “Our Content”) are owned by or licensed to us and are protected under any and all applicable laws. Except as explicitly stated in the Terms, we and our licensors reserve all rights in and to our Services and Our Content. You acknowledge such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with the ownership of or rights with respect to the Services.

 

We hereby grant you a limited, revocable, non-transferable, non-exclusive and non-sublicensable license to access and use the Services and Our Content; provided, however, that such license is subject to this Terms and does not include any right to (a) sell, resell the Services and Our Content; (b) copy, reproduce, distribute, publicly perform or publicly display Our Content, except as expressly permitted by us or our licensors; (c) modify Our Content, remove any proprietary rights notices or markings, or otherwise make any derivative uses of the Services and Our Content; (d) use any data mining, robots or similar data gathering or extraction methods; and (e) use the Services and Our Content other than for their intended purposes or in a manner prohibited under the Terms. Any use of the Services and Our Content other than as specifically authorized herein, without our prior written permission, is strictly prohibited and will terminate the license granted herein.

 

  1. COPYRIGHT COMPLAINTS.

 

We have a policy of limiting the infringement of the Works and limiting access to our Services of a user who infringe the intellectual property rights of others. If you believe that your work has been improperly copied and posted on the Services, such that it constitutes infringement, you may send copyright infringement compliants to us by emailing at ipsupport@vitaltekinc.com.

 

Please see Copyright Policy for the requirements of a proper notification. Also, please note that if you knowingly misrepresent any infringement, you may be liable to us for certain costs and damages, thus we suggest that you consult your legal advisor before filing a notice with us.

 

  1. DISCLAIMER OF WARRANTIES.

 

YOUR USE OF THE SERVICES AND OUR CONTENT IS AT YOUR SOLE DISCRETION AND RISK. THE SERVICES AND OUR CONTENT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. IT IS YOUR RESPONSIBILITY TO PROVIDE AND MAINTAIN ALL EQUIPMENT AND INTERNET SERVICE NECESSARY TO USE THE SERVICES.

 

WE AND OUR LICENSORS AND AFFILIATES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY, RELATING TO THE SERVICES AND OUR CONTENT, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING, OR COURSE OF PERFORMANCE.

 

WE MAKE NO REPRESENTATIONS CONCERNING, AND DO NOT GUARANTEE, (A) THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY OUR CONTENT OR ITS APPLICABILITY TO YOUR INDIVIDUAL CIRCUMSTANCES, OR (B) THAT THE SERVICES WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED.

 

NO ADVICE OR INFORMATION PROVIDED TO YOU BY US WILL CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THE TERMS. SOME JURISDICTIONS DO NOT PERMIT US TO EXCLUDE WARRANTIES IN THESE WAYS, SO IT IS POSSIBLE THAT THESE EXCLUSIONS WILL NOT APPLY TO OUR AGREEMENT WITH YOU. IN SUCH EVENT THE EXCLUSIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

 

  1. LIMITATION OF LIABILITY.

 

IN NO EVENT WILL WE, OUR  LICENSORS, AFFILIATES, AND OUR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS AND REPRESENTATIVES, (COLLECTIVELY, “OUR PARTIES”) BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF DATA OR LOST PROFITS, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES OR FROM THE CONDUCT OF YOU OR ANYONE ELSE, WHETHER ONLINE OR OFFLINE, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES, OR OUR CONTENT, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

 

IF YOU ARE DISSATISFIED WITH THE SERVICES, OUR CONTENT, OR THE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES. IF THE FOREGOING IS NOT ENFORCEABLE AGAINST YOU, IN NO EVENT WILL THE CUMULATIVE LIABILITY OF OUR PARTIES TO YOU, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED US$50.

 

SOME JURISDICTIONS DO NOT PERMIT US TO LIMIT OUR LIABILITY IN THESE WAYS, SO IT IS POSSIBLE THAT THESE LIMITATIONS WILL NOT APPLY TO OUR AGREEMENT WITH YOU. IN SUCH EVENT THE LIMITATIONS WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

 

  1. INDEMNIFICATION.

 

You will indemnify, defend, and hold harmless Our Parties from and against any and all claims, causes of action, demands, liabilities, losses, costs or expenses (including, but not limited to, reasonable attorneys’ fees and expenses) arising out of or relating to any of the following matters:

(a)    your access to or use of the Services and/or Our Content;

(b)    your joining the program;

(c)    the Work(s) you provided to us and our use of your Work(s) according to the Terms;

(d)    your willful false complaint;

(e)    your violation of any of the provisions of the Terms;

(f)     your violation of any third party right, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right, or your breach of any applicable laws and regulations.

We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with us in asserting any available defenses.

 

  1. RELEASE.

 

To the fullest extent permitted by applicable law, you release us and Our Parties from responsibility, liability, claims, demands, and/or damages (actual and consequential) of every kind and nature, known and unknown (including, but not limited to, claims of negligence), arising out of or related to the acts or omissions of any user or any third parties, or our failure to give proper credit or copyright notice to the Work, if the failure is arising out of or caused by, directly or indirectly, mistakes, computer viruses, sabotages, criminal acts, labor disputes, interruptions, loss, or malfunction of utilities, communications, or computer (software and/or hardware) services, or any force reasonably out of our control.

 

IF YOU ARE A CALIFORNIA RESIDENT IN THE UNITED STATES, YOU HEREBY WAIVE ANY RIGHTS YOU MAY HAVE UNDER CALIFORNIA CIVIL CODE § 1542 AS WELL AS ANY OTHER STATUTE OR COMMON LAW PRINCIPLES THAT WOULD OTHERWISE LIMIT THE COVERAGE OF THIS RELEASE TO INCLUDE ONLY THOSE CLAIMS WHICH YOU MAY KNOW OR SUSPECT TO EXIST IN YOUR FAVOR AT THE TIME OF AGREEING TO THIS RELEASE.

 

SOME JURISDICTIONS DO NOT PERMIT THE AFORESAID RELEASE, SO IT IS POSSIBLE SUCH RELEASE WILL NOT APPLY TO OUR AGREEMENT WITH YOU. IN SUCH EVENT THE RELEASE WILL APPLY TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

 

  1. DISPUTE RESOLUTION; BINDING ARBITRATION.

 

12.1.Binding Arbitration

 

You and we agree that any claim, dispute or controversy arising out of or in connection with or relating to the Agreement will be governed by the laws of the State of California, the United States, without giving effect to the conflict of law principles. Any and all disputes arising out of, under, or in relation to the Agreement shall be settled first through friendly negotiation by both parties, failure of which, such disputes shall be settled exclusively through arbitration conducted in the International Centre for Dispute Resolution of the American Arbitration Association in accordance with its current effective arbitration rules. The arbitration shall be conducted in English in Santa Clara County, California, the U.S.A. The number of arbitrators is one (1). The arbitral award shall be final and binding on the parties and enforceable in any court of competent jurisdictions. The arbitrator may order equitable or injunctive relief consistent with the remedies and limitations in the Agreement.

 

12.2. No Class Arbitrations, Class Actions or Representative Actions

 

You and we agree that any Dispute arising out of or related to the Terms or the Services is personal to you and us, and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and we agree that there will be no class arbitration or arbitration in which an individual attempt to resolve a Dispute as a representative of another individual or group of individuals. Further, you and we agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals. The arbitrator does not have the power to vary these class action waiver provisions.

 

12.3.  Notice; Informal Dispute Resolution

 

You and we agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to us shall be sent by email to writersupport@vitaltekinc.com. Your notice must include (a) your name, postal address, telephone number, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically, and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and we cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or we may, as appropriate and in accordance with this Section 12, commence an arbitration proceeding.

 

12.4.  Process

 

YOU AND WE AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR US WITHIN SIX (6) MONTHS OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND WE WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE).

 

  1.   GOVERNING LAW.

 

THIS TERMS AND OUR RELATIONSHIP WITH YOU WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, EXCLUDING ITS CHOICE OF LAWS RULES.

 

  1.  GENERAL TERMS.

 

14.1.   Severability: If any provision of the Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

 

14.2. Waiver: A provision of the Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. Our failure to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision.

 

14.3. Independent Contractor: You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of the Terms or use of the Services.

 

14.4. Entire Agreement: The Terms constitutes the entire agreement between you and us relating to your access to and use of the Services.

 

14.5. Headings: The heading references herein are for convenience purposes only, do not constitute a part of the Terms, and shall not be deemed to limit or affect any of the provisions hereof.

 

  1.  QUESTIONS AND COMMENTS.

 

If you have other question or suggestion concerning the Services or the Terms, please contact us via writersupport@vitaltekinc.com.