Terms of Use

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THIS WEBSITE.

THE FOLLOWING TERMS OF USE GOVERN YOUR ACCESS AND USE OF THE VERTICALFOX.COM WEBSITE (THE ‘WEBSITE”) OFFERED BY VERTICAL FOX LLC (“VERTICAL FOX”). BY ACCESSING OR USING ANY PART OF THE WEBSITE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS OF USE.

IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS OF USE, DO NOT ACCESS OR USE ANY PART OF THE WEBSITE. VERTICAL FOX RESERVES THE RIGHT, WITH OR WITHOUT NOTICE, TO REVISE OR UPDATE THESE TERMS OF USE AT VERTICAL FOX’S DISCRETION. CONTINUED USE OF ANY PART OF THE WEBSITE CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.

Your access and use of the Website is also governed by Vertical Fox’s Privacy Policy. Please review the Privacy Policy.

1. ACCESS TO THE WEBSITE.

To access the Website, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide will be correct, current, and complete. If Vertical Fox believes the information you provide is not correct, current, or complete, Vertical Fox has the right to deny access to the Website, and to terminate or suspend your access at any time.

When you access certain portions of the Website, you may be asked to choose a password. You agree that you will not share, transfer or assign your right to access and use the Website to any third party and further agree to make every commercially reasonable effort to prevent unauthorized third parties from accessing the Website, including, without limitation, protecting your passwords and other log-in information. You agree to notify Vertical Fox immediately of any unauthorized use of your account, user name or password. Vertical Fox shall not be liable for any losses you incur as a result of someone else’s use of your account or password.

2. USE OF THE WEBSITE.

You may use the Website for purposes expressly permitted by these Terms of Use. As a condition of your use of the Website, you warrant to Vertical Fox that you will not use the Website for any purpose that is unlawful or prohibited by these Terms of Use.

You agree that you are responsible for any breach of your obligations under these Terms of Use and for the consequences of such a breach, including any damages which you, Vertical Fox or any third party may suffer as a result of such a breach.

3. NO UNLAWFUL ACCESS.

You agree that you will not use the Website in any manner that could in any way disable, overburden, damage, or impair the Website or otherwise interfere with any other party’s use of the Website. You further agree that you will not obtain, or attempt to obtain, any materials, content, or information by any means not expressly made available or provided for through authorized use of the Website.

4. PROPRIETARY INFORMATION.

Vertical Fox retains all ownership and intellectual property rights to the Website and any related software, content, codes, sequences, interfaces, graphics, logos, documentation, data, features, tools, products, charts, trade names, patents, copyrights, trademarks or other materials, information or website (collectively, the “Intellectual Property”). The Intellectual Property contains proprietary information protected by law. Except for the right to use the Website as expressly provided herein, you are not granted any rights to, or in, the Intellectual Property.

You shall not attempt, or authorize any other third party to attempt to: (i) remove or modify any markings or any notice of Vertical Fox’s proprietary rights; (ii) make the data generated and delivered by the Website available in any manner to any third party for use in the third party’s business operations; (iii) copy, modify, duplicate, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Website, or access or use the Website in order to build or support, and/or assist a third party in building or supporting, products or website competitive to Vertical Fox; (iv) disclose any results of the Website without Vertical Fox’s prior written consent; or (v) license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, or otherwise commercially exploit or make the Website available, to any third party other than as expressly permitted under these Terms of Use. All contents of the Website are: Copyright © 2016 Vertical Fox LLC. All rights reserved.

5. HYPERLINKING.

This Website may be hyperlinked to and by other websites which are not maintained by, or related to, Vertical Fox. Hyperlinks to such sites are provided as a service to users and are not sponsored by, endorsed or otherwise affiliated with the Website or Vertical Fox. Vertical Fox has not reviewed any or all of such sites and is not responsible for the content of any linking sites, and any links made directly from the Website to another web page should be accessed at your own risk. Vertical Fox makes no representations or warranties about the content, completeness, quality or accuracy of any such website.

6. COPYRIGHT INFRINGEMENT.

If you believe that that the Website infringes your copyright, please provide Vertical Fox’s copyright agent the written information specified below. Please note that this procedure is exclusively for notifying Vertical Fox that your copyrighted material has been infringed.

Please include the following:

• A description of the copyrighted work that you claim has been infringed upon.
• A description of where on the Website the material that you claim is infringing is located, including the current website address.
• Your address, telephone number, and e-mail address.
• A statement by you that you have a good-faith belief that the disputed use is unauthorized by the copyright owner, its agent, or the law.
• 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.
• Your electronic or physical signature.

Vertical Fox’s Copyright Agent for notice of claims of copyright infringement on its site can be reached as follows:

Vertical Fox LLC
Attn: Copyright Agent
145 East Main Street
Huntington, New York 11743
phone: (516) 710-7676
e-mail: info@verticalfox.com

7. RESTRICTIONS ON USE OF THE WEBSITE.

You agree not to use the Website, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may: (i) menace or harass any person or cause damage or injury to any person or property; (ii) involve the publication of any material that is false, defamatory, harassing or obscene; (iii) violate privacy rights or promote bigotry, racism, hatred or harm; (iv) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (v) constitute an infringement of intellectual property or other proprietary rights; or (vi) otherwise violate applicable laws, ordinances or regulations. Vertical Fox reserves the right to remove or disable access to the Website for a violation of the foregoing restrictions. Vertical Fox shall have no liability to you in the event that Vertical Fox takes such action. You agree to defend and indemnify Vertical Fox against any claim arising out of a violation of your obligations under this section.

8. RIGHT TO TERMINATE ACCESS.

Vertical Fox reserves the right to terminate your access to the Website at any time for any reason or for no reason and without notice.

9. DISCLOSURE UNDER LAW.

Vertical Fox reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request.

10. ACCESSIBILITY/PERFORMANCE

Vertical Fox shall use commercially reasonable efforts to make the Website available on a 24×7 basis (twenty-four hours per day, seven days per week), except for: (i) scheduled system back-up or other on-going maintenance as required by Vertical Fox; or (ii) for any unforeseen cause beyond Vertical Fox’s reasonable control, including but not limited to, internet service provider or communications network failures, denial of service attacks or similar attacks, or any force majure events.

11. DISCLAIMER & LIMITATIONS ON LIABILITY.

VERTICAL FOX DOES NOT GUARANTEE THAT THE WEBSITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT VERTICAL FOX WILL CORRECT ALL SERVICE ERRORS. YOU ACKNOWLEDGE THAT VERTICAL FOX DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. VERTICAL FOX IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. THE WEBSITE IS PROVIDED “AS IS”. TO THE EXTENT NOT PROHIBITED BY LAW, VERTICAL FOX MAKES NO OTHER REPRESENTATIONS, WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AND VERTICAL FOX SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

VERTICAL FOX WILL NOT BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF VERTICAL FOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT WILL THE COLLECTIVE LIABILITY OF VERTICAL FOX TO YOU, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EXCEED THE AMOUNT YOU HAVE PAID TO VERTICAL FOX FOR USE OF THE WEBSITE.

Although Vertical Fox attempts to ensure the integrity and accurateness of the content found within the Website (the “Content”), it makes no guarantees whatsoever as to the correctness or accuracy of such Content. It is possible that the Content could include inaccuracies or errors.

You may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in these Terms of Use that directly conflict with such laws may not apply to you.

12. SECURITY.

You are prohibited from using the Website to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password crackers, rootkits, Trojan horses, or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Vertical Fox reserves the right to release your account details to system administrators at other websites and/or the authorities in order to assist them in resolving security incidents. Vertical Fox reserves the right to investigate suspected violations of these Terms of Use. Vertical Fox reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Vertical Fox to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms of Use.

BY ACCEPTING THESE TERMS OF USE YOU WAIVE ALL RIGHTS AND AGREE TO HOLD VERTICAL FOX HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY VERTICAL FOX DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER VERTICAL FOX OR LAW ENFORCEMENT AUTHORITIES.

13. MISCELLANEOUS.

These Terms of Use will be governed and interpreted pursuant to the laws of New York, notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in New York in connection with any dispute between you and Vertical Fox arising out of these Terms of Use or pertaining to the subject matter hereof. You agree that the exclusive venue for any dispute between the parties arising out of these Terms of Use will be in the state and federal courts in New York, New York.

If any part of these Terms of Use is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Vertical Fox as a result of these Terms of Use or use of the Website. These Terms of Use constitute the entire agreement relating to this subject matter and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written between you and Vertical Fox with respect to the Website.