Terms of Use
Acceptance of Terms of Use
Please read through these Terms of Use carefully. By becoming a Vistage member and/or accessing and/or using Vistage’s Web site at www.vistage.com (the “Public Site”) or Vistage’s membership Web site, Vistage View (the “Member Site” and together with the Public Site, the “Sites”), or by otherwise accessing any content found on the Sites or in connection with your Vistage Membership, you are deemed to have entered into an agreement with Vistage International, Inc. and to have agreed to be bound by the terms set out below.
The Sites are owned and operated by Vistage International, Inc.
Intellectual Property Protection
The contents and design of the Sites and any material electronically provided to you or otherwise supplied to you in conjunction with your Vistage membership and/or the Sites (such contents, design and materials being collectively referred to as the "Vistage Content"), are copyright of Vistage International, Inc., the applicable expert resource speakers, and the other contributors to Vistage, including contributors to the Sites. You may not use or reproduce or allow anyone to use or reproduce any trade marks (such as the “Vistage” name and logo or other trade names found in the Vistage Content, including appearing on the Sites) for any reason without written permission from Vistage International, Inc. or the identified owner. The software which operates the Sites is proprietary software and you may not use it except as expressly allowed under these Terms of Use. You may not copy, reverse engineer, modify or otherwise deal with the software.
Use of Vistage Content
You may retrieve and display the Vistage Content on a computer screen, print individual pages on paper (but not photocopy them) and store such pages in electronic form on your computer for your personal, non-commercial use. Except as expressly set out above, you may not reproduce, modify or in any way commercially exploit any of the Vistage Content. In particular, but without limiting the general application of the restrictions contained in the preceding sentence, you may not do any of the following without prior written permission from Vistage International:
- reproduce or store in or transmit to any other Web site, newsgroup, mailing list, electronic bulletin board, server or other storage device connected to a network or regularly or systematically store in electronic or print form, all or any part of the Vistage Content, or
- modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, or in any way exploit all or any part of the Vistage Content (including use as part of any library, archive or similar service) without the prior written consent of Vistage International, or
- remove the copyright or trade mark notice from any copies of the Vistage Content made under these Terms of Use.
Any use of the Vistage Content not specifically permitted above is expressly prohibited.
Requests for permission for other uses may be sent to Vistage International, Inc., 11452 El Camino Real, Suite 400, San Diego, CA 92130, Attention: General Counsel.
Third Party Transactions
You may use the Sites to purchase products or services from Vistage International's third party partners. In that event, your contract for such products will be with the third party partner and not with Vistage International.
Term and Termination
Vistage International may, in its discretion, terminate or suspend your access to all or part of the Sites (including any right to access and use the Vistage Content) with cause by delivering notice to you.
The rights of termination are in addition to all other rights or remedies of Vistage International provided in these Terms of Use or by law.
Changes to the Sites
Vistage International reserves the right, in its discretion, to suspend, change, modify, add or remove portions of the Vistage Content available on the Sites at any time.
Registration, Passwords and Responsibilities
The Member Site is only open to you if you register and are a member of the Vistage community (includes Vistage members, chairs, speakers, Vistage Associates or staff). You are solely responsible for the confidentiality and use of and access to the Vistage Content and the Member Site using your user name and sign-on password. You agree to immediately notify Vistage International if you become aware of any loss or theft of any sign-on password or any unauthorized use of a sign-on password, user name, or of the Vistage Content or the Sites. You will provide Vistage International with accurate, complete registration information (including in particular your e-mail address) and inform Vistage International of any changes to such information. For the purpose of confirming your compliance with the terms of these Terms of Use, Vistage International reserves the right to monitor and record activity on the Sites, including access to the Vistage Content.
Each registration is for a single user only. You may not share your user name and password with any other person. Vistage International does not permit access through a single name and password being made available to multiple users on a network. Vistage International may cancel or suspend your access to the Sites if you do this without further obligation to you.
Confidentiality Pledge and Standards
All members of the Vistage community (including members, chairs, speakers, Vistage Associates or Staff) who access the Member Site agree to abide by the duties and obligations set out in Vistage's Confidentiality Pledge and Standards.
Privacy Policy
The information that you provide about yourself to Vistage International will only be used in accordance with Vistage's Privacy Policy Statement.
Community Forums
The Member Site includes bulletin boards, discussion groups and other areas that allow and interaction between members of the Vistage community ("Forums"). While Vistage International does not control the information/materials posted to Forums by users (the "Messages"), it reserves the right (which it may exercise at its sole discretion without notice) to delete, move or edit the Messages and to terminate your access to and use of the Forums in the event the Messages violate the rules set out below.
You are solely responsible for the content of your Messages. You must comply with any rules posted by Vistage International on a Forum. You may not:
- post, link to or otherwise publish any Messages with recommendations to buy or refrain from buying a particular security or which otherwise have the purpose of affecting the price or value of any security;
- post, link to or otherwise publish any Messages that are unlawful, threatening, abusive, libelous, indecent, infringe copyright or other rights of third parties or which contain any other form of illegal content;
- post or otherwise publish any Messages that contain a virus or other harmful component;
- disguise the origin of any Messages;
- impersonate any person or entity (including Vistage International staff or other members of the Vistage community) or misrepresent any affiliation with any person or entity;
- post or otherwise publish any Messages unrelated to the Forum or the Forum's topics;
- knowingly post or transmit any Messages that contain software viruses, files or code designed to interrupt, destroy or limit the functionality of the Site or any computer software or equipment;
- collect or store other users' personal data;
- restrict or inhibit any other user from using the Forums.
By submitting Messages to any Forum you agree to indemnify and hold harmless Vistage International from all claims, costs and expenses (including legal expenses) arising out of any Messages posted or published by you that are in breach of these Terms of Use.
The Forums contain Messages submitted by users over whom Vistage International has no control. Vistage International cannot guarantee the accuracy, integrity or quality of any Messages. Some users may breach these terms and post Messages that are misleading, untrue or offensive. You must bear all risk associated with your use of the Forum and should not rely on Messages in making (or refraining from making) any specific investment or other decisions.
It is not possible for Vistage International to fully and effectively monitor Messages that are submitted for infringement of third party rights. If you believe that a message infringes your legal rights, you should notify Vistage International immediate.
No Warranty, Disclaimer of Liability and Indemnity
While every effort has been made to ensure the high quality and accuracy of the Sites, Vistage International makes no warranty, express or implied concerning the Vistage Content, the Sites, software or products or services available through the Sites (the "Site Services"), which are provided "as is". Vistage International expressly disclaims all warranties, including but not limited to warranties of fitness for a particular purpose and warranties of merchantability. In no event will Vistage International, its affiliates or other suppliers be liable for direct, special, incidental, or consequential damages (including, without limitation, damages for loss of business profits, business interruption, loss of business information or other pecuniary loss) arising directly or indirectly from the use of (or failure to use) or reliance on the Site Services, even if Vistage International has been advised of the possibility that such damages may arise. Vistage International does not guarantee the accuracy, content, or timeliness of the Vistage Content or Site Services or that they or related systems are free from viruses or other contaminating or destructive properties.
In no event will any liability of Vistage International, its affiliates, agents and licensors to you (and/or any third party) arising out of any kind of legal claim (whether in contract, tort, or otherwise) in any way connected with the Site Services or breach of these Terms of Use by Vistage International exceed the amount, if any, paid by you to Vistage International in respect of the particular Site Service to which the claim relates or by way of membership dues.
Upon Vistage International's request, you agree to defend, indemnify and hold harmless Vistage International from any claims and expenses, including reasonable legal fees, related to any breach of these Terms of Use by you or your use of any Site Services.
Force Majeure
Vistage International, its affiliates and its information providers will not be liable or deemed to be in default for any delay or failure in performance or interruption of the delivery of the Vistage Content resulting directly or indirectly from any cause or circumstance beyond its or their reasonable control, including but not limited to failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes or natural disasters, strikes or other labor problems, wars, or governmental restrictions.
Changes to these Terms
Vistage International may, in its discretion, change these Terms of Use (including those relating to your use of Sites and/or the Vistage Content). When the Terms of Use are changed, Vistage International will notify you by e-mail or by publishing details of those changes by including them in these Terms of Use. If you use the Sites after Vistage International has published or notified you of the changes, you are agreeing now to be bound by those changes. If you do not agree to be bound by those changes, you should not use the Sites any further after they are published. Access to certain the Vistage Content may be subject to additional terms and conditions.
Advertising, Third Party Content and other Web sites
Parts of the Site may contain third party content. Content providers are responsible for ensuring that material submitted for inclusion on the Sites complies with international and national law. Vistage International is not responsible for any third party content. The Sites may contain links to other Web sites. Vistage International is not responsible for the availability of these Web sites or their contents.
Assignment of Agreement
This agreement is personal to you and your rights and obligations under these Terms of Use may not be assigned, sub-licensed or otherwise transferred. This agreement may be assigned to a third party by Vistage International.
Non-Waiver
No delay or omission on the part of either party in requiring performance by the other party of its obligations will operate as a waiver of any right.
Notices
Notices to Vistage International must be given in writing by letter and sent to Vistage International’s last known place of business in San Diego (for the attention of the General Counsel).
Severability/Survival/Statute of Limitations
If any provision of these Terms of Use is invalid or unenforceable, such will not render all the Terms of Use unenforceable or invalid but rather the Terms of Use will be read and construed as if the invalid or unenforceable provision(s) are not contained therein. Any cause of action of yours with respect to these Terms must be filed in a court of competent jurisdiction in San Diego, California, USA, within one year after the cause of action has arisen, or such cause will be barred, invalid, and void.
Whole Agreement
Save as expressly referred to herein, any representation, warranty, term or condition not expressly set out in these Terms of Use shall not apply.
Headings
Headings in these Terms of Use are for convenience only and have no legal meaning or effect.
Governing Law and Jurisdiction
These Terms of Use shall be governed by, and construed in accordance with, the law of the State of California. The parties irrevocably agree that the courts of San Diego, California shall (subject to the paragraph below) have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these Terms of Use or the legal relationship established by them, and for those purposes irrevocably submit all disputes to the jurisdiction of the San Diego, California courts.
For the exclusive benefit of Vistage International, Vistage International shall retain the right to bring proceedings as to the substance of the matter in the courts of the country of your residence or, where these Terms of Use are entered into in the course of your trade or profession, the country of your principal place of business.