Vaudeville Terms of Use Agreement

Welcome to Vaudeville!

Thank you for visiting Vaudeville’s website. We’re an idea, brand and strategy consultancy that helps clients gain a deeper understanding of their customers, craft engaging stories to capture their attention, inspire their loyalty, and surprise and delight them. We team with clients to improve products and processes, drive scalable growth and sustainable change, and fix tough problems from the inside out. This document explains the terms by which you may use our website or other applications owned or operated by Vaudeville. 

Agreement

This is an agreement between you (“you” or “your”) and Vaudeville Ventures, LLC, a New York limited liability company (referred to herein for purposes of these Terms of Use as “VV”, “we”, “us” or “our”), that governs your use of the vaudevilleventures.com website and any related applications owned or operated by VV (collectively, the “VV Sites”). By accessing or using the VV Sites, you signify that you have read, understood and agree to be legally bound by this Terms of Use Agreement (“Agreement”) and to the collection and use of your information as set forth in our Privacy Policy, which is incorporated herein by reference, whether or not you are a registered user of our VV Sites. 

PLEASE MAKE SURE YOU REVIEW THIS AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS.

1. Use of Our VV Sites

A. Eligibility

This Agreement shall apply to all customers, visitors, users, and others who view the VV Sites (“Users,” individually referred to as “User”), including Users who are also contributors of images, video, information, and other materials or services on the VV Sites. The VV Sites may contain links to third-party websites that are not owned or controlled by VV. VV has no control over, and assumes no responsibility for, the content, privacy policies or practices of any third-party websites. By visiting and using the VV Sites, you expressly relieve VV from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to read the Terms of Use and Privacy Policy of each other website you visit.

By your use of the VV Sites, you affirm that you are either are at least 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. In any case, you affirm that you are over the age of 13, as the VV Sites are not intended for children under 13. If you are under 13 years of age, then please do not use the VV Sites. There are lots of other great websites for you. Talk to your parents about what websites are appropriate. 

B. Permitted Use

VV hereby grants you permission to use the VV Sites as set forth in this Terms of Use, provided that: (i) your use of the VV Sites as permitted is solely for your personal, noncommercial use; (ii) you will not copy or distribute any part of the VV Sites in any medium without VV’s prior written authorization; (iii) you will not alter or modify any part of the VV Sites other than as may be reasonably necessary to use the VV Sites for their intended purpose; and (iv) you will otherwise comply with the terms and conditions of these Terms of Use.

C. Account Registration; Passwords and Security; Privacy

In order to access some features VV, you may need to create a VV account. When creating your account, you must provide accurate and complete information, and you are responsible for keeping your account information accurate and current. You are also solely responsible for the activity that occurs on your account, and you must keep your account password secure. 

You agree to notify VV immediately of any unauthorized use of your account, username, or password. VV shall not be liable for any loss that you incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by VV or any of its affiliates, or any of their respective officers, directors, employees, managers, members, consultants, agents, and representatives due to someone else’s use of your account or password.

D. Restrictions

You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the VV Sites in a manner that sends more request messages to the VV servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, VV grants the operators of public search engines permission to use spiders to copy materials from VV Sites for the sole purpose of creating publicly available searchable indices of the materials, but not caches the communication systems provided by the VV Sites for any commercial solicitation purposes. 

E. Suspended Access or Termination

VV may permanently or temporarily terminate, suspend, or otherwise refuse to permit User’s access to the VV Sites without notice and liability, if, in VV’s sole determination, User violates any of the terms of use, including the following prohibited actions; (i) use the VV Sites for any illegal purpose or to submit, transmit or facilitate the distribution of information or content that is unlawful, harmful, abusive, racially or ethnically offensive, vulgar, obscene, sexually explicit, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, libelous, threatening, or in a reasonable person’s view, objectionable; (ii) submit, transmit, promote or distribute information or content that is illegal; (iii) attempt to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the VV Sites; (iv) take any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (v) upload invalid data, viruses, worms, or other software agents through the VV Sites; (vi) use any robot, spider, scraper or other automated access the Service for any purpose without our express written permission; (vii) impersonate another person or otherwise misrepresent User’s affiliation with a person or entity, conduct fraud, hide or attempt to hide User’s identity; (viii) submit, upload, post, email, transmit or otherwise make available any information or content that User does not have a right to make available under any law or under contractual or fiduciary relationships; (ix) interfere with the proper working of the VV Sites; or, (x) bypass the measures we may use to prevent or restrict access to the VV Sites. Upon termination for any reason, User continues to be bound by this Agreement.


2. Disclaimer; Limitation of Liability

VV has no control over and is not responsible for the content, privacy or security of any third-party websites or applications linked to from the VV Sites. We make no guarantees, nor can we be responsible for any such information, content, products or services, including their currency, safety, quality, copyright compliance or legality, or any resulting loss or damage. VV is also not responsible for the conduct of Users on the site, the content posted by Users, or failures or interruptions in the Internet, networks or systems, acts or omissions of third parties, and any other factors beyond its reasonable control. 

THE VV SITES, AS WELL AS ALL INFORMATION AND CONTENT WHICH MAY BE PROVIDED BY VV THROUGH THE VV SITES, ARE PROVIDED AS IS AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL VV OR ITS AFFILIATES OR ANY OF ITS OR THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, PREDECESSORS, SUCCESSORS, PARENTS, SUBSIDIARIES, ASSIGNS, OR AFFILIATES BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY KIND RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE VV SITES, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE VV SITES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE VV SITES BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE VV SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

The VV Sites are controlled and offered by VV from its facilities in the United States of America. VV makes no representations that the VV Sites are appropriate or available for use in other locations. Those who access or use the VV Sites from other jurisdictions do so of their own volition and are responsible for compliance with local law. 

3. Ownership

VV or its affiliates retain all rights, title, and interest in and to the VV Sites, and any software or content of any kind used by VV in providing the VV Sites or featured through the VV Sites, including without limitation photos, text, videos, audios, design elements, and works of authorship. Any rights not expressly granted to you herein are reserved by VV. You acknowledge that the VV Sites and the software used by VV in providing the VV Sites may contain VV’s proprietary and confidential information. You agree that except as may be expressly permitted in this Agreement or via the VV Sites by VV, you will not copy, distribute, rent, lease, loan, modify or create derivative works, adapt, translate, perform, reproduce in whole or in part, display (except as necessary to exercise your rights hereunder), sublicense, or transfer the VV Sites, any information contained therein, the content provided or featured through the VV Sites by VV or other Users, or any software used by in providing the VV Sites, without the prior written permission of VV.

4. Infringement

If you are a copyright owner or an agent thereof and believe that any third-party content made available by VV infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C § 512(c)(3) for further detail): (1) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works at those locations; (3) identification of the 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 VV to locate the material; (4) information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address; (5) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) 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.

VV’s designated Copyright Agent (“Copyright Agent”) to receive notifications of claimed infringement is Copyright Agent, e-mail: vvadmin@vaudevilleventures.com or write to the following address: 236 West 30th Street, 8th Floor, NY, NY 10001. For clarity, only DMCA notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to VV. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

VV has a policy of terminating the account of, or denying access or use of the VV Sites to, in its sole and absolute discretion, any User who infringes the copyrights or other intellectual property rights of others. VV reserves the right, in its sole and absolute discretion, to suspend or terminate the account of any User who infringes the intellectual property rights of VV or others. VV shall have no liability for any action taken pursuant to this Section.

5. Termination of Agreement

We may terminate this Agreement at any time for any reason whatsoever. The indemnity, limitation of liability, and all other provisions of this Agreement that, by their nature, are intended to survive any termination of this Agreement, shall do so. Effective upon the date of termination, your license to use the VV Sites provided herein will immediately terminate.

6. Indemnity

You shall indemnify and hold VV and its affiliates and its and their respective owners, directors, officers, members, managers, employees, and agents harmless from all claims and demands, costs, damages and liabilities (including, without limitation, reasonable attorneys’ fees) caused by or resulting from your use of the VV Sites, your business or personal activities, any information or services furnished by you, or your breach of this Agreement.

7. Governing Law

You agree that: (i) the VV Sites shall be deemed solely based in New York; and (ii) the VV Sites shall be deemed passive and do not give rise to personal jurisdiction over VV, either specific or general, in jurisdictions other than New York. This Agreement shall be governed by the internal substantive laws of the State of New York, without respect to its conflict of laws principles. 

Any action or lawsuit may, at the sole direction of VV, be brought in the state or federal courts within New York County in the State of New York. Alternatively, and at the sole discretion of VV, any action by VV may be brought in a local, state or federal court where a VV affiliate creating and providing  content set forth on the VV Sites resides. Whichever court(s) is selected by VV, the parties hereby consent to the jurisdiction of such court(s).

8. Notifications

A. Procedures

VV may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on the VV Sites, as determined by VV in our sole discretion. VV reserves the right to determine the form and means of providing notifications to you, provided that you may opt out of certain means of notification as described in this Agreement. VV is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. 

B. Opt Out

We may use your information to notify you of important changes to the VV Sites, services, and special offers. If you do not want to receive such notices, you may use the following options to opt out of receiving future communications:

  1. Send an email message to vvadmin@vaudevilleventures.com with the word “Remove” in the subject field; or
  2. Send mail to the following postal address:

VV Admin
Attn: Remove
Vaudeville Ventures, LLC
236 West 30th Street, 8th Floor

Opting out may prevent you from receiving email messages regarding updates.

C. Changes to the Agreement

VV may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the bottom of this page. Your continued use of the VV Sites after any such change constitutes your acceptance of the new Agreement. If you do not agree to any of these terms or any future Agreement, do not use or access (or continue to access) the VV Sites.

9. Entire Agreement/Severability 

This Agreement, together with any amendments and any additional agreements you may enter into with VV in connection with the VV Sites, shall constitute the entire agreement between you and VV concerning the VV Sites, and supersedes any and all prior agreements or understandings between the parties whether written or oral. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

10. Independent Contractor/Waiver/Assignment

VV and its Users are independent contractors, and no agency, employment or partner relationship exists between VV and any of these other persons. This Agreement shall be binding upon the successors and assigns of each party. This Agreement is assignable by VV, and not assignable by you, without our prior written consent. No waiver of any term of the Agreement will be valid unless in writing and acknowledged in writing by the party against whom enforcement is sought, and no failure on our part to enforce strict performance of any part of the Agreement will constitute a waiver of any provision of, or any of our rights, under the Agreement. 

Questions

To ask questions about this Agreement or about our services, please contact us at vvadmin@vaudevilleventures.com.

This Agreement was last modified on September 5, 2019.