Eligibility

Use of and Membership in the VerticalServe Services is void where prohibited. By using the VerticalServe Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 13 years of age or older; and (d) your use of the VerticalServe Services does not violate any applicable law or regulation. Your profile may be deleted and your Membership may be terminated without warning, if we suspect that you are under 13 years of age.

Term:

This Agreement will remain in full force and effect while you use the VerticalServe Services or are a User. You may terminate your membership at any time, for any reason, by contacting us in writing by visiting our Contact page. VerticalServe may terminate your membership at any time, without warning. Even after Membership is terminated, this Agreement will remain in effect, including sections 5-18.

Fees:

You acknowledge that VerticalServe reserves the right to charge for the VerticalServe Services and to change its fees from time to time in its discretion. If VerticalServe terminates your membership because you have breached the Agreement, you will not be entitled to the refund of any unused portion of subscription fees.

Password:

When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify VerticalServe immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

Non-commercial Use by Members:

The VerticalServe Services are for the personal use of Members only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by VerticalServe in writing. Illegal and/or unauthorized use of the VerticalServe Services, including collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the VerticalServe Website is strictly prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from posted content without notice and may result in termination of Membership privileges. Appropriate legal action will be taken for any illegal or unauthorized use of the VerticalServe Services.

Proprietary Rights in Content on VerticalServe:

1. VerticalServe does not claim any ownership rights in the text, files, images, photos, video, sounds, musical works, works of authorship, or any other materials works of authorship (collectively, "Content") that you post to the VerticalServe Services. After posting your Content to the VerticalServe Services, you continue to retain all ownership rights in such Content, and you continue to have the right to use your Content in any way you choose. By displaying or publishing ("posting") any Content on or through the VerticalServe Services, you hereby grant to VerticalServe a limited license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content solely on and through the VerticalServe Services.
   
   Without this license, VerticalServe would be unable to provide the VerticalServe Services. The license you grant to VerticalServe is non-exclusive (meaning you are free to license your Content to anyone else in addition to VerticalServe), fully-paid and royalty-free (meaning that VerticalServe is not required to pay you for the use on the VerticalServe Services of the Content that you post), sub licensable (so that VerticalServe is able to use its affiliates and subcontractors such as Internet content delivery networks to provide the VerticalServe Services), and worldwide (because the Internet and the VerticalServe Services are global in reach). This license will terminate at the time you remove your Content from the VerticalServe Services. The license does not grant VerticalServe the right to sell your Content, nor does the license grant VerticalServe the right to distribute your Content outside of the VerticalServe Services.

2. You represent and warrant that: (i) you own the Content posted by you on or through the VerticalServe Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the VerticalServe Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the VerticalServe Services.

3. The VerticalServe Services contains VerticalServe's proprietary content that is protected by copyright, trademark, patent, trade secret and other laws in the United States and around the world (the "VerticalServe Content"). VerticalServe owns and retains all rights in the VerticalServe Content and the VerticalServe Services. VerticalServe hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the VerticalServe Content (excluding any software code) solely for your personal use in connection with viewing the VerticalServe Website and using the VerticalServe Services.

4. The VerticalServe Services contain Content of Users and other VerticalServe licensors. Except for Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the VerticalServe Services.

Content/Activity Prohibited:

The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the VerticalServe Services. VerticalServe reserves the right to investigate and take appropriate legal action against anyone who, in VerticalServe's sole discretion, violates this provision, including without limitation, removing the offending content from the VerticalServe Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to content that, in the sole discretion of VerticalServe:

1. Is patently offensive and promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
2. Harasses or advocates harassment of another person;
3. Exploits people in a sexual or violent manner;
4. Contains nudity, violence, or offensive subject matter or contains a link to an adult website;
5. Solicits personal information from anyone under 18;
6. Provides any telephone numbers, street addresses, last names, URLs or email addresses;
7. Promotes information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
8. Promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated music or links to pirated music files;
9. Involves the transmission of "junk mail," "chain letters," or unsolicited mass mailing, instant messaging, "spimming," or "spamming";
10. Contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
11. Furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
12. Solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
13. Involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
14. Includes a photograph of another person that you have posted without that person's consent; or
15. Use sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the profile. The following is a partial list of the kind of activity that is illegal or prohibited on the VerticalServe Website and through your use of the VerticalServe Services. VerticalServe reserves the right to investigate and take appropriate legal action against anyone who, in VerticalServe's sole discretion, violates this provision, including without limitation, reporting it to, and cooperating fully with, law enforcement authorities. Prohibited activity includes, but is not limited to:
16. Criminal or tortuous activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
17. Advertising to, or solicitation of, any Member to buy or sell any products or services through the VerticalServe Services. You may not use any information obtained from the VerticalServe Services in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. If you breach this Agreement and send unsolicited bulk email, instant messages or other unsolicited communications of any kind through the VerticalServe Services, you acknowledge that you will have caused substantial harm to VerticalServe, but that the amount of such harm would be extremely difficult to ascertain;
18. Covering or obscuring the banner advertisements on your personal profile page (if any), or any VerticalServe page via HTML/CSS or any other means;
19. Any automated use of the system, such as using scripts to make calls or send messages;
20. Interfering with, disrupting, or creating an undue burden on the VerticalServe Services or the networks or services connected to the VerticalServe Services;
21. Attempting to impersonate another Member or person;
22. Posting the code for the widget or link of another VerticalServe Member and posting it anywhere without the Member's prior approval;
23. Using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;
24. Selling or otherwise transferring your profile;
25. Using any information obtained from the VerticalServe Services in order to harass, abuse, or harm another person; or
26. Using the VerticalServe Services in a manner inconsistent with any and all applicable laws and regulations.

Copyright Policy:

You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is VerticalServe's policy to terminate Membership privileges of any Member who repeatedly infringes the copyright rights of others upon receipt of prompt notification to VerticalServe by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the VerticalServe Services in a way that constitutes copyright infringement, please provide us with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the VerticalServe Services; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf by writing to contact@VerticalServe.com

VerticalServe Communications:

You agree to receive communications from VerticalServe in connection with your use of VerticalServe Services in the form of email or SMS messages, including without limitation account activity notification, service updates, and reminders.

Member Disputes:

You are solely responsible for your interactions with other Members. VerticalServe.com reserves the right, but has no obligation, to monitor disputes between you and other Members.

Privacy:

Use of the VerticalServe Services is also governed by our Privacy Policy, which is available on VerticalServe.com.

Disclaimers:

We are not responsible for any incorrect or inaccurate Content posted on the VerticalServe Website or communicated in connection with the VerticalServe Services, whether caused by Users of the VerticalServe Services or by any of the equipment or programming associated with or utilized in the VerticalServe Services. Content created and posted by Members on the VerticalServe Website may contain links to other websites. We are not responsible for the content, accuracy or opinions expressed on such websites, and such websites are in no way investigated, monitored or checked for accuracy or completeness by VerticalServe. Inclusion of any linked website on the VerticalServe Services does not imply approval or endorsement of the linked website by VerticalServe. When you access these third-party sites, you do so at your own risk. We take no responsibility for third party advertisements that are posted on this VerticalServe Website or through the VerticalServe Services, nor do we take any responsibility for the goods or services provided by our advertisers. We are not responsible for the conduct, whether online or offline, of any User of the VerticalServe Services. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. We are not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the VerticalServe Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the VerticalServe Services. Under no circumstances will we be responsible for any loss or damage, including personal injury or death, resulting from use of the VerticalServe Services, attendance at a VerticalServe event, from any Content posted on or through the VerticalServe Services, or from the conduct of any Users of the VerticalServe Services, whether online or offline. The VerticalServe Services are provided "AS-IS" and as available and we expressly disclaims any warranty of fitness for a particular purpose or non-infringement. We cannot guarantee and do not promise any specific results from use of the VerticalServe Services.

Limitation on Liability:

IN NO EVENT WILL WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, VerticalServe'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO VerticalServe FOR THE VerticalServe SERVICES DURING THE PREVIOUS YEAR OF MEMBERSHIP.

Disputes:

If there is any dispute about or involving the VerticalServe Services, you agree that the dispute will be governed by the laws of Delhi, India

Indemnity:

You agree to indemnify and hold VerticalServe, its subsidiaries, and affiliates, and their respective officers, directors, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the VerticalServe Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the VerticalServe Website or through the VerticalServe Services causes VerticalServe to be liable to another.

Other:

This Agreement is accepted upon your use of the VerticalServe Website or any of the VerticalServe Services and is further affirmed by you becoming a Member. This Agreement constitutes the entire agreement between you and VerticalServe regarding the use of the VerticalServe Services. The failure of VerticalServe to exercise or enforce any right or provision of this Agreement will not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.